RAC FINANCIAL GROUP INC, S-1, 1996-11-08

RAC FINANCIAL GROUP INC
S-1, 1996-11-08
PERSONAL CREDIT INSTITUTIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996
REGISTRATION NO. 333-____
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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RAC FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

NEVADA 6141 75-2561052
(State or other (Primary industrial (I.R.S. Employer
jurisdiction of classification code Identification No.)
incorporation or number)
organization)

RONALD BENDALIN
1250 WEST MOCKINGBIRD LANE GENERAL COUNSEL
DALLAS, TEXAS 75247 RAC FINANCIAL GROUP, INC.
(214) 630-6006 1250 WEST MOCKINGBIRD LANE
(Address, including zip code, and DALLAS, TEXAS 75247
telephone number, including area code, (Name, address, including zip code,
of registrant's principal executive and telephone number, including
offices and principal place of business) area code, of agent for service)

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COPIES TO:

RONALD J. FRAPPIER
JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
/ /_____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /_____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /x/

CALCULATION OF REGISTRATION FEE
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Title of Each Proposed
Class of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
Registered Registered Security Offering Price Fee (1)
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Common Stock,
$0.01 par value... 100,401 shares (2) $56.75 $5,697,757 $1,727
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(1) Calculated pursuant to Rule 457 of the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.
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<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFER TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 1996
PROSPECTUS
RAC FINANCIAL GROUP, INC.
100,401 SHARES OF COMMON STOCK

This Prospectus relates to 100,401 shares ("Shares") of common stock, par
value $.01 per share (the "Common Stock"), of RAC Financial Group, Inc. (the
"Company") that may be offered for sale from time to time for the account of
certain holders of the Common Stock (the "Selling Shareholders"). The Selling
Shareholders may, from time to time, sell the Common Stock offered hereby to or
through one or more underwriters, directly to other purchasers or through agents
in ordinary brokerage transactions, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to then
prevailing market prices or at negotiated prices. See "Plan of Distribution."

The Common Stock is quoted on the Nasdaq National Market under the symbol
"RACF." On October 31, 1996, the last reported sale price of the Common Stock
as reported by the Nasdaq National Market was $60.00 per share. See "Price
Range of Common Stock and Dividend Policy."

The Shares were originally issued to the Selling Shareholders in
transactions that were exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"). The Company will not receive any of
the proceeds from the sale of any of the Shares offered by the Selling
Shareholders.

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SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

November , 1996
<PAGE>

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INFORMATION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE" OR
"CONTINUE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY. THE STATEMENTS IN "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
PROSPECTUS CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS,
INCLUDING CERTAIN RISKS AND UNCERTAINTIES, WITH RESPECT TO SUCH
FORWARD-LOOKING STATEMENTS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS.

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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS. IN
ADDITION TO OTHER INFORMATION IN THIS PROSPECTUS, THE FACTORS SET FORTH UNDER
"RISK FACTORS" BELOW SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT
IN THE COMMON STOCK OFFERED HEREBY. UNLESS THE CONTEXT INDICATES OTHERWISE, ALL
REFERENCES HEREIN TO THE "COMPANY" REFER TO RAC FINANCIAL GROUP, INC. AND ITS
SUBSIDIARIES. EXCEPT AS OTHERWISE NOTED HEREIN, ALL INFORMATION IN THIS
PROSPECTUS RELATING TO THE COMPANY'S CAPITAL STOCK HAS BEEN ADJUSTED TO REFLECT
A 67-FOR-ONE SPLIT OF THE COMMON STOCK IN JULY 1995 EFFECTED AS A STOCK
DIVIDEND. UNLESS THE CONTEXT INDICATES OTHERWISE, ALL REFERENCES HEREIN TO
"COMMON STOCK" INCLUDE THE COMPANY'S NON-VOTING COMMON STOCK (AS HEREINAFTER
DEFINED).

THE COMPANY

RAC Financial Group, Inc. is a specialized consumer finance company that
operates under the trade name FIRSTPLUS. The Company originates, purchases,
services and sells consumer finance receivables, substantially all of which are
home improvement or debt consolidation loans secured by liens on real property.
The Company offers uninsured home improvement and uninsured debt consolidation
loans ("Conventional Loans") and partially insured Title I home improvement
loans ("Title I Loans") under the Title I credit insurance program (the "Title I
Program"). The Company sells substantially all of its Conventional Loans and
Title I Loans (together, the Company's "strategic loans") primarily through its
securitization program and retains rights to service these loans. For fiscal
1995 and the nine months ended June 30, 1996, the Company had total revenues of
$33.9 million and $108.6 million, respectively, Gain on Sale (as hereinafter
defined) of loans, net, of $29.1 million (of which $4.1 million is related to
non-strategic loans) and $89.8 million (of which $8.5 million is related to
non-strategic loans), respectively, and net income of $5.8 million and $20.8
million, or $0.56 per share and $1.70 per share, respectively. The Company
originated and purchased an aggregate of $227.9 million and $558.9 million of
strategic loans (including bulk purchases) of loans in the fiscal year ended
September 30, 1995 and the nine months ended June 30, 1996, respectively.

The Conventional Loans originated by the Company in fiscal 1995 and the
nine months ended June 30, 1996 had an average principal amount of approximately
$17,426 and $26,929, respectively, and had interest rates primarily ranging from
10.8% to 18.5% per annum. Conventional Loans originated by the Company in fiscal
1995 and the nine months ended June 30, 1996 had a weighted average maturity of
14.6 years and 17.8 years, respectively, an average FICO score (as defined
below) of 629 and 658, respectively, and a weighted average loan-to-value ratio
("LTV") (based on the principal amounts outstanding at June 30, 1996) of 91.7%
and 109.2%, respectively. Title I Loans are insured, subject to certain
exceptions, for 90% of the principal balance and certain interest costs under
the Title I Program administered by the Federal Housing Administration (the
"FHA"). The Title I Loans originated by the Company in fiscal 1995 and the nine
months ended June 30, 1996 had an average principal amount of approximately
$15,160 and $16,620, respectively, and had interest rates primarily ranging from
11.0% to 17.5% per annum. Title I Loans originated by the Company in fiscal 1995
and the nine months ended June 30, 1996 had a weighted average maturity of 15.2
years and 16.2 years, respectively, an average FICO score of 613 and 630,
respectively, and a weighted average LTV (based on the principal amounts
outstanding at June 30, 1996) of 89.2% and 102.4%, respectively.

The Company relies principally on the creditworthiness of the borrower, and
to a lesser extent on the underlying collateral, for repayment of Conventional
Loans and on the FHA co-insurance with respect to Title I Loans. The Company
uses its own credit evaluation criteria to classify its borrowers as "A" through
"D" credits. These criteria include, as a significant component, the credit
evaluation scoring methodology developed by Fair, Isaac and Company ("FICO"), a
consulting firm specializing in creating default-predictive models through
scoring mechanisms. The Company's borrowers typically have limited access to
consumer financing for a variety of reasons, primarily insufficient home equity
values and high levels of debt service to income. For fiscal 1995 and the nine
months ended June 30, 1996, 76.7% and 95.5%, respectively, of the Company's
Conventional Loan originations were classified by the Company as "B" borrowers
or better and 62.7% and 56.7%, respectively, of the Company's Title I Loans were
so classified.

June 30, 1996, the Company originated loans through correspondent lenders
("Correspondent Loans") of $81.9 million and $488.4 million, respectively,
representing 68.5% and 93.5%, respectively, of the Company's originations of
strategic loans (excluding bulk purchases) during such periods.

To a lesser extent, the Company originates loans directly to qualified
homeowners ("Direct Loans"). The Company originates Direct Loans through
direct mail and advertising campaigns and referrals from its nationwide
network of independent home improvement contractors. The Company is pursuing
a strategy to increase its Direct Loan originations because the Company
believes that Direct Loans should prove to be more profitable and allow the
Company to have better control over the quality and size of the Company's
production. To achieve this goal, the Company is attempting to develop
national recognition of the FIRSTPLUS brand name through increased
advertising and the use of celebrity spokespersons, such as Dan Marino, a
professional football player with the Miami Dolphins. The Company is
expanding its direct mail and telemarketing campaigns, hiring
direct-to-consumer marketing professionals and increasing its local-market
presence by acquiring or opening additional branches. The Company originated
$906,000 and $14.3 million in Direct Loans in fiscal 1995 and the nine months
ended June 30, 1996, respectively, representing 0.8% and 2.7%, respectively,
of the Company's originations of strategic loans (excluding bulk purchases)
during such periods.

Historically, the Company also originated strategic loans through
purchases from its nationwide network of independent home improvement
contractors ("Indirect Loans"). For fiscal 1995 and the nine months ended
June 30, 1996, the Company purchased $36.8 million and $19.8 million of
Indirect Loans, respectively. The Company has reduced its purchases of
Indirect Loans and increased its originations of Direct Loans through
referrals from certain of its independent home improvement contractors. In
addition, the Company has from time to time made selected bulk purchases of
loans ("Bulk Loans") as another means of increasing the amount of strategic
loan originations. For fiscal 1995 and the nine months ended June 30, 1996,
the Company made bulk purchases of $108.4 million and $36.3 million,
respectively.

As a result of the Company's recent acquisitions of Mortgage Plus
Incorporated renamed FIRSTPLUS Financial West, Inc. ("FIRSTPLUS West"), and
First Security Mortgage Corp., which the Company operates as its FIRSTPLUS East
division ("FIRSTPLUS East"), the Company acquired certain loan origination
programs that do not directly adhere to the Company's securitization parameters.
Consequently, loans originated through such programs ("non-strategic loans") are
sold to other lenders on a whole-loan basis with all servicing rights released.
The Company originated $83.4 million of non-strategic loans during fiscal 1995
and $320.9 million during the nine months ended June 30, 1996. The Company plans
to convert the non-strategic loan operations to operations that will originate
strategic loans that meet the Company's current securitization parameters.

The Company sells substantially all of the Conventional Loans and Title I
Loans it originates and purchases through its securitization program and
generally retains rights to service such loans. The Company sold through eight
securitization transactions approximately $234.8 million and $427.2 million of
strategic loans during fiscal 1995 and the nine months ended June 30, 1996,
respectively. The Company earns servicing fees on a monthly basis ranging from
0.75% to 1.25% on the loans it services in the various securitization pools. At
June 30, 1996, the principal amount of strategic loans serviced by the Company
(the "Serviced Loan Portfolio") was $750.5 million. The Serviced Loan Portfolio
includes strategic loans held for sale and securitized loans serviced by the
Company (including $72.7 million of loans subserviced by a third party), and
excludes non-strategic loans held for sale and loans that FIRSTPLUS West
services for others.

The Company is a Nevada corporation that was formed in October 1994 to
combine the operations of SFA: State Financial Acceptance Corporation
("SFAC"), a home improvement lender formed in January 1990, and FIRSTPLUS
Financial, Inc. ("FIRSTPLUS Financial"), formerly Remodelers National Funding
Corporation, an approved Title I home improvement lender formed in April 1986
(the "Combination"). The Company's principal offices are located at 1250
West Mockingbird Lane, Dallas, Texas 75247, and its telephone number is (214)
630-6006.

RECENT ACQUISITION

On October 1, 1996, FIRSTPLUS Consumer Finance, Inc., a wholly owned
subsidiary of the Company, acquired National Loans, Inc. ("National") through
an exchange of stock. The Company issued 250,998 shares of its Common Stock
to the former shareholders of National and the transaction was treated as a
pooling of interests. National is an originator of small, personal consumer
loans and has a net loan portfolio of approximately $17 million. National is
based in Holly Springs, Mississippi, and has a network of 27 consumer finance
offices throughout Mississippi and Tennessee.

2
<PAGE>

The shares of Common Stock issued to the former shareholders of National are
being registered hereunder. See "Selling Shareholders."

RISK FACTORS

Prospective investors should carefully consider the information set forth
under the caption "Risk Factors" and all other information set forth in this
Prospectus before making any investment in the Common Stock.

THE OFFERING

This Prospectus relates to 100,401 Shares that may be offered and sold from
time to time by the Selling Shareholders. The Company will not receive any of
the proceeds from the sale of Shares by the Selling Shareholders. See "Plan of
Distribution".

3
<PAGE>

SUMMARY FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth historical summary financial information of
the Company as of the dates and for the periods indicated. In May 1996, the
Company acquired FIRSTPLUS West in a transaction accounted for as a pooling of
interests. As a result of the pooling, the historical financial information of
the Company has been restated to include the financial information of FIRSTPLUS
West. The financial information for FIRSTPLUS West included in the three years
ended September 30, 1995, reflects information for FIRSTPLUS West's three fiscal
years ended April 30, 1995. The financial information for the nine months ended
June 30, 1995 and 1996 has been recast to conform to the Company's fiscal year
end. See Note 1 to the consolidated financial statements of the Company.

<TABLE>

YEAR ENDED SEPTEMBER 30, NINE MONTHS ENDED JUNE 30,
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1993 1994 1995(1) 1995 1996
---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Gain on sale of loans, before sharing . $17,115 $27,671 $40,112 $25,385 $90,351
Sharing arrangements (2) . . . . . . . . -- -- (10,999) (7,201) (536)
------- ------- ------- ------- -------
Gain on sale of loans, net (3)(4) . 17,115 27,671 29,113 18,184 89,815
Interest income . . . . . . . . . . . . 145 1,845 2,860 1,673 10,761
Servicing income . . . . . . . . . . . . -- 72 1,049 698 2,674
Other income . . . . . . . . . . . . . . 54 252 873 923 5,392
------- ------- ------- ------- -------
Total revenues . . . . . . . . . . . . 17,314 29,840 33,895 21,478 108,642
Total expenses . . . . . . . . . . . . . . 9,925 24,685 24,153 14,688 75,033
------- ------- ------- ------- -------
Income before income taxes . . . . . . . 7,389 5,155 9,742 6,790 33,609
Provision for income taxes . . . . . . . -- -- (3,903) (2,660) (12,771)
------- ------- ------- ------- -------
Net income (4) . . . . . . . . . . . . . $ 7,389 $ 5,155 $ 5,839 $ 4,130 $20,838
------- ------- ------- ------- -------
------- ------- ------- ------- -------

PER SHARE DATA:
Net income per common share (4)(5). . . . $0.94 $0.62 $0.56 $0.39 $1.70
Weighted average common and common
equivalent shares outstanding . . . . .. 7,798 8,138 10,148 10,148 12,206
</TABLE>

<TABLE>
JUNE 30, 1996
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ACTUAL AS ADJUSTED(6)
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<S> <C> <C>
BALANCE SHEET DATA:
Excess servicing receivable . . . . . . . . . . . . . . . . . . . . . . . $116,753 $116,753
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 322,853 351,200
Warehouse financing facilities . . . . . . . . . . . . . . . . . . . . . 142,830 71,177
Term line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,069 37,069
Subordinated notes payable to affiliates . . . . . . . . . . . . . . . . 7,003 7,003
7.25% Convertible Subordinated Notes (7) . . . . . . . . . . . . . . . . -- 100,000
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241,659 270,006
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 81,194 81,194
</TABLE>

<PAGE>

<TABLE>
YEAR ENDED NINE MONTHS ENDED
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SEPTEMBER 30, 1995 JUNE 30, 1996
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<S> <C> <C>
OPERATING DATA:
Strategic loans originated or purchased:
Conventional Loans . . . . . . . . . . . . . . . . . . . . . . $ 76,643 $464,965
Title I Loans . . . . . . . . . . . . . . . . . . . . . . . . 151,292 93,889
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $227,935 $558,854
-------- --------
-------- --------

Non-strategic loans originated . . . . . . . . . . . . . . . . . $ 83,423 $320,878
-------- --------
-------- --------

Strategic loans sold through securitization:
Conventional Loans . . . . . . . . . . . . . . . . . . . $ 59,662 $348,891
Title I Loans . . . . . . . . . . . . . . . . . . . . . 175,088 78,295
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . $234,750 $427,186
-------- --------
-------- --------

Serviced Loan Portfolio (at period end) (8) . . . . . . . . $238,584 $750,529
-------- --------
-------- --------

Delinquent loans as a percentage of the Serviced Loan
Portfolio (at period end):
31-60 days . . . . . . . . . . . . . . . . . . . . . . . 1.8% 1.1%
61-90 days . . . . . . . . . . . . . . . . . . . . . . . 0.7 0.5
91 days and over . . . . . . . . . . . . . . . . . . . . 2.2 1.9
-------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . 4.7% 3.5%
-------- --------
-------- --------
</TABLE>

<TABLE>

NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------- -------------
1993(9) (1994)(9) 1995 JUNE 30, 1996
--------- --------- ---- -------------
<S> <C> <C> <C> <C>
LOSS AND DEFAULT DATA:
Net losses as a percentage of the average
Serviced Loan Portfolio (10). . . . . . . . . . . . . . 0.39% 0.44% 0.04% 0.06%
Defaults as a percentage of the average Serviced
Loan Portfolio (10) . . . . . . . . . . . . . . . . . . 2.04% 2.64% 0.69% 0.90%
</TABLE>

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(1) In November 1995, the Company acquired FIRSTPLUS East in a transaction
accounted for as a purchase. Giving effect to the acquisition, the income
statement data for the year ended September 30, 1995 would reflect total
revenues of approximately $37.2 million and total expenses of approximately
$27.4 million. See Note 16 to the consolidated financial statements of the
Company.

(2) The Company contractually agreed to share in gain on sale of loans, net,
with Residential Funding Corporation (the "Warehouse Lender"), as a condition of
obtaining certain financing facilities and also with Farm Bureau Life Insurance
Company ("Farm Bureau"). See "Management's Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources" and
"Certain Relationships and Related Party Transactions--Relationship with Farm
Bureau."

(3) Gain on sale of loans, net, is net of sharing arrangements and the premiums
related to and costs of securitizations but not net of the Company's related
provision for possible credit losses.

(4) Excluding the effect of the pooling of interests with FIRSTPLUS West, gain
on sale of loans, net, was $439,000, $2.1 million, $25.1 million and
$79.2 million for fiscal 1993, 1994, 1995 and the nine months ended June 30,
1996, respectively. Excluding the effect of the pooling of interests with
FIRSTPLUS West, the Company experienced a loss of $180,000 and $647,000 for
fiscal 1993 and 1994, respectively, and earned $6.9 million and $20.8 million,
or $0.71

5
<PAGE>

and $1.70 per share, for fiscal 1995 and the nine months ended June 30, 1996,
respectively. See Notes 1 and 9 to the consolidated financial statements
of the Company.

(5) Net income per common share is computed by dividing net income, less
accrued and unpaid dividends on preferred stock (the balance of which was
redeemed in connection with the Company's initial public offering in February
1996), by the weighted average common and common equivalent shares outstanding.
Common and common equivalent shares issued at prices below the initial public
offering price during the 12 months ended September 30, 1995 have been included
in the calculation of common and common equivalent shares, using the treasury
stock method, as if they were outstanding for all periods presented.

(6) As adjusted to give effect to the sale of the Notes by the Company and the
application of the net proceeds therefrom. See "Capitalization."

(7) The Notes are before discounts and commissions.

(8) As of June 30, 1996, $72.7 million in Title I Loans in the Serviced Loan
Portfolio was subserviced by a third party.

(9) Data presented is for FIRSTPLUS Financial because prior to October 4, 1994
the Company did not have servicing operations and because the servicing
operations of FIRSTPLUS West for such periods related primarily to non-strategic
loans.

(10) The average Serviced Loan Portfolio is calculated by adding the beginning
and ending balances for the periods presented and dividing the sum by two.

<PAGE>

RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK INVOLVES CERTAIN RISKS. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION TO
THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN EVALUATING AN INVESTMENT
IN THE COMMON STOCK OFFERED HEREBY.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY. As a result of the Company's increasing volume of loan originations
and purchases, and its expanding securitization activities, the Company has
operated, and expects to continue to operate, on a negative operating cash flow
basis, which is expected to increase as the volume of the Company's loan
purchases and originations increases and its securitization program grows. The
Company's primary operating cash requirements include the funding of (i) loan
originations and loan purchases, (ii) reserve accounts, overcollateralization
requirements, fees and expenses incurred in connection with its securitization
program, (iii) tax payments due on the Company's reported net income (which is
computed on the Company's "Gain on Sale," which with respect to securitizations
is equal to the present value of the Company's portion of the expected future
excess cash flow to be received on the loans sold through securitization
transactions, in excess of securitization costs and net premiums paid, and is
taxable, in part, during the year the related securitization transaction closes)
and (iv) administrative, marketing and other operating expenses.

The Company's operations provided $5.0 million and $3.7 million of cash in
fiscal 1993 and fiscal 1994, respectively, and used $25.7 million and $177.1
million of cash in fiscal 1995 and the nine months ended June 30, 1996,
respectively. In fiscal 1995 and the nine months ended June 30, 1996, the
Company funded its cash requirements from borrowings under its warehouse
facilities, $39.8 million of long-term borrowings under its $70 million term
line (the "Term Line") with the Warehouse Lender (which permits the Company to
borrow up to 65% of the value of the Excess Servicing Receivable as determined
by the lender and which expires in March 1997), the issuance of $7.0 million of
12% subordinated notes due March 31, 2000 (the "Subordinated Notes"),
$5.5 million of short-term borrowings from Farm Bureau and $51.2 million of net
proceeds from the Company's initial public offering. The Company's financing
facilities consist of (i) a $130 million warehouse line with the Warehouse
Lender, which matures in March 1997, (ii) a $60 million warehouse facility (the
"Bank One Warehouse Facility") with Bank One, Texas, N.A. ("Bank One"), which
matures in March 1997, and (iii) a $300 million master repurchase facility with
Bear Stearns Home Equity Trust 1996-1 (the "Bear Stearns Facility"), which
matures in May 1997. There can be no assurance that as the Company's existing
lending arrangements mature, the Company will have access to the financing
necessary for its operations and its growth plans or that such financing will be
available to the Company on favorable terms. To the extent the Company is unable
to renew existing warehouse facilities or arrange additional or new warehouse
lines of credit, the Company may have to curtail loan origination and purchasing
activities, which could have a material adverse effect on the Company's results
of operations and financial condition. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital
Resources."

NEED FOR ADDITIONAL FINANCING. The Company requires substantial capital to
fund its operations. Consequently, the Company's operations and its ability to
grow are affected by the availability of financing and the terms thereof.
Currently, the Company funds substantially all of its originations and
operations through the Bank One Warehouse Line, the Bear Stearns Facility, the
Warehouse Facility and the Term Line. At September 30, 1996, $311.9 million was
outstanding under the Company's warehouse facilities and $62.5 million was
outstanding under the Term Line. Accordingly, at such date, $178.5 million was
available for borrowing under the warehouse facilities, a substantial portion of
which has subsequently been drawn. Based on the rate of growth of the Company's
originations in the recent past, the Company anticipates that it will need to
arrange additional warehouse lines of credit or other financing sources within
the next 90 days in order to maintain its historical growth rates. The Company
is currently negotiating for increased and/or new warehouse facilities; however,
the Company has no commitments for such increased and/or additional financings,
and there can be no assurance that the Company will be successful in
consummating such financing transactions in the future or on terms the Company
would consider to be favorable. If the Company is unable to arrange new
warehouse lines of credit or other financing sources, the Company may have to
curtail its loan origination and purchasing activities, which could have a
material adverse effect on the Company's results of operations and financial
condition. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

DEPENDENCE ON SECURITIZATION TRANSACTIONS. Since the beginning of fiscal 1995,
the Company has utilized a securitization program that involves the periodic
pooling and sale of its strategic loans. The securitization proceeds have
historically

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<PAGE>

been used to repay borrowings under warehouse facilities, thereby making such
warehouse facilities available to finance the origination and purchase of
additional strategic loans. There can be no assurance that, as the Company's
volume of loans originated or purchased increases and other new products
available for securitization increases, the Company will be able to
securitize its loan production efficiently. In addition, the securitization
market for many types of assets is relatively undeveloped and may be more
susceptible to market fluctuations or other adverse changes than more
developed capital markets. Securitization transactions may be affected by a
number of factors, some of which are beyond the Company's control, including,
among other things, conditions in the securities markets in general,
conditions in the asset-backed securitization market and the conformity of
loan pools to rating agency requirements and to the extent that monoline
insurance is used, the requirements of such insurers. Adverse changes in the
secondary market could impair the Company's ability to originate, purchase
and sell loans on a favorable or timely basis. In addition, the Company's
securitizations typically utilize credit enhancements in the form of
financial guaranty insurance policies in order to achieve better credit
ratings. Failure to obtain acceptable rating agency ratings or insurance
company credit enhancements could decrease the efficiency or affect the
timing of future securitizations. The Company intends to continue public or
private securitizations of its loan pools on a quarterly basis. Any delay in
the sale of a loan pool beyond a quarter-end may eliminate the Gain on Sale
in the given quarter and would likely result in losses for such quarter being
reported by the Company. If the Company were unable to securitize loans due
to changes in the secondary market or the unavailability of credit
enhancements, the Company's growth would be materially impaired and the
Company's results of operations and financial condition would be materially
adversely affected. See "Business - Securitization."

SENSITIVITY TO INTEREST RATES

The Company's profitability may be directly affected by fluctuations in
interest rates. While the Company monitors interest rates and may, from time to
time, employ a strategy designed to hedge some of the risks associated with
changes in interest rates, no assurance can be given that the Company's results
of operations and financial condition will not be adversely affected during
periods of fluctuations in interest rates. The Company employs an interest rate
hedging strategy, which currently includes purchasing put contracts on treasury
securities, selling short treasury securities and maintaining a pre-funding
strategy with respect to its securitizations. Since the interest rates on the
Company's indebtedness used to fund and acquire loans are variable and the rates
charged on loans the Company originates and purchases are fixed, increases in
the interest rates after loans are originated and prior to their sale could have
a material adverse effect on the Company's results of operations and financial
condition. In addition, increases in interest rates prior to sale of the loans
may reduce the Gain on Sale earned by the Company. The ultimate sale of the
Company's loans will fix the spread between the interest rates paid by borrowers
and the interest rates paid to investors in securitization transactions (the
"Excess Servicing Spread") with respect to such loans, although increases in
interest rates may narrow the potential spread that existed at the time the
loans were originated or purchased by the Company. A significant, sustained rise
in interest rates could curtail the Company's growth opportunities by decreasing
the demand for loans at such rates and increasing market pressure to reduce
origination fees or servicing spreads. The Company has been originating
strategic loans at a greater rate than the Company securitizes such loans, thus
increasing the length of time loans are held for sale, which could increase its
interest rate risk.

The Company's investment in the Excess Servicing Receivable is also
sensitive to interest rates. A decrease in interest rates could cause an
increase in the rate at which outstanding loans are prepaid, thereby reducing
the period of time during which the Company receives the Excess Servicing Spread
and other servicing income with respect to such prepaid loans, thereby possibly
resulting in accelerated amortization of the Excess Servicing Receivable.
Although an increase in interest rates may decrease prepayments, such increase
may not offset the higher interest costs of financing the Excess Servicing
Receivable. See "- Excess Servicing Receivable Risks" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Certain Accounting Considerations."

CREDIT RISK ASSOCIATED WITH BORROWERS

Many of the Company's borrowers are consumers who have limited access to
consumer financing for a variety of reasons, primarily insufficient home equity
value and unfavorable past credit experience. The Company is subject to various
risks associated with these borrowers, including, but not limited to, the risk
that borrowers will not satisfy their debt service payments, including payments
of interest and principal, and that the realizable value of the property
securing such loans will not be sufficient to repay the borrower's obligation to
the Company. The risks associated with the Company's business increase during an
economic downturn or recession. Such periods may be accompanied by decreased
demand for consumer credit and declining real estate values. Any material
decline in real estate values reduces the ability

8
<PAGE>

of borrowers to use home equity to support borrowings and increases the
loan-to-value ratios of the Company's existing loans, thereby weakening
collateral values and increasing the possibility of a loss in the event of
default. Furthermore, the rates of delinquencies and foreclosures and the
frequency and severity of losses generally increase during economic downturns
or recessions. Because the Company lends to borrowers who may be
credit-impaired, the actual rates of delinquencies, foreclosures and losses
on such loans could be higher under adverse economic conditions than those
currently experienced in the consumer finance industry in general. While the
Company is experiencing declining delinquency rates on its Serviced Loan
Portfolio as a whole, delinquency rates have followed historical trends on a
pool-by-pool basis, which trends assume increased rates of delinquencies over
time. Although such levels have, to date, been within the parameters
anticipated by the Company at the time of each securitization, there can be
no assurance that delinquency rates will not increase. In addition, in an
economic downturn or recession, the Company's servicing costs will increase.
Any sustained period of such increased losses could have a material adverse
effect on the Company's results of operations and financial condition.

CREDIT RISK ASSOCIATED WITH HIGH LTV LOANS

Although the Company's strategic loans are typically secured by real
estate, because of the relatively high LTVs of most of the Company's loans, in
most cases the collateral of such loans will not be sufficient to cover the
principal amount of the loans in the event of default. The Company relies
principally on the creditworthiness of the borrower and to a lesser extent on
the underlying collateral for repayment of the Company's Conventional Loans, and
FHA co-insurance with respect to Title I Loans. Consequently, many of the
Company's loans equal or exceed the value of the mortgaged properties, in some
instances involving LTVs of up to 125%. For fiscal 1995 and the nine months
ended June 30, 1996, the weighted average LTVs for Conventional Loans increased
from 91.7% to 109.2% and for Title I Loans increased from 89.2% to 102.4% (based
on the principal amounts outstanding at June 30, 1996), respectively. With
respect to many of the Company's loans, LTV determinations are based upon the
borrowers' representations as to the value of the underlying property;
accordingly, there can be no assurance that such represented values accurately
reflect prevailing market prices. With respect to any default, the Company
currently evaluates the cost effectiveness of foreclosing on the collateral. To
the extent that borrowers with high LTVs default on their loan obligations, the
Company is less likely to use foreclosing as a means to mitigate its losses.
Under these circumstances, to the extent not covered by Title I Program
insurance, losses would be applied to the Company's allowance for possible
credit losses on loans sold. Such absorption, if in excess of the Company's
allowance for such losses, could have a material adverse effect on the Company's
financial condition and results of operations, if such losses required the
Company to record additional provisions for losses on loans sold. See "Business
Servicing Operations - Delinquencies and Foreclosures."

EXCESS SERVICING RECEIVABLE RISKS

ILLIQUIDITY OF THE EXCESS SERVICING RECEIVABLE. When the Company's loans are
pooled and sold in securitization transactions, the Company recognizes Gain on
Sale, which constitutes a substantial majority of the Company's revenues. The
Company records an asset corresponding to its Gain on Sale (the "Excess
Servicing Receivable") on its balance sheet in an initial amount equal to the
present value of the Excess Servicing Spread it expects to collect over the life
of the securitized loans sold. At June 30, 1996, the Company's balance sheet
reflected an Excess Servicing Receivable of approximately $116.8 million. The
Company is not aware of an active market for this kind of receivable, and no
assurance can be given that the receivable could in fact be sold at its stated
value on the balance sheet, if at all.

In addition, the Gain on Sale is recognized in the period during which
loans are sold, while cash payments are received by the Company pursuant to its
pooling and servicing agreements and servicing fees are paid to the Company by
the securitization trustees over the lives of the securitized loans. This
difference in the timing of cash flows could cause a cash shortfall, which may
have a material adverse effect on the Company's financial condition and results
of operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources."

EXCESS SERVICING RECEIVABLE MAY BE OVERSTATED; PROVISION FOR CREDIT LOSSES MAY
BE UNDERSTATED. The calculation of Gain on Sale and the valuation of the Excess
Servicing Receivable are based on certain management estimates relating to the
appropriate discount rate and anticipated average lives of the loans sold. The
discount rate utilized to determine the present value of the expected stream of
payments is currently 12%. The Company records a corresponding reserve equal to
the present value of the expected losses attributable to the loans being
securitized; the discount rate utilized for this calculation is currently 6.5%.
Although the Company records the Excess Servicing Receivable and the related
reserve

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<PAGE>

on a gross basis, for purposes of evaluation and comparison, the Company
calculates an average net discount rate for the net Excess Servicing
Receivable. This is calculated by subtracting the present value of the
anticipated losses attributable to loans being securitized and sold from the
present value of the expected stream of payments to derive the present value
of the net Excess Servicing Receivable. The Company then determines the
average discount rate that equates the expected payments, net of expected
losses, to the value of the Excess Servicing Receivable, which, with respect
to its most recent securitization, is approximately 12.5%. To estimate the
anticipated average lives of the loans sold in securitization transactions,
management estimates prepayment, default and interest rates on a pool-by-pool
basis. If actual experience varies from management estimates at the time
loans are sold, the Company may be required to write down the remaining
Excess Servicing Receivable through a charge to earnings in the period of
adjustment.

Prepayment rates and default rates may be affected by a variety of
economic and other factors, including prevailing interest rates and the
availability of alternative financing, most of which are not within the
Company's control. A decrease in prevailing interest rates could cause
prepayments to increase, thereby requiring a writedown of the Excess
Servicing Receivable. Even if actual prepayment rates occur more slowly and
default rates are lower than management's original estimates, the Excess
Servicing Receivable would not increase.

Furthermore, management's estimates of prepayment rates and default
rates are based, in part, on the historical performance of the Company's
Title I Loans. A significant portion of the Company's securitized loans sold
were acquired in bulk purchases or were very recently originated. In
addition, the Company is originating an increasing proportion of Conventional
Loans, including debt consolidation loans, while historical performance data
is based primarily on Title I Loans. No assurance can be given that these
loans, as with any new loan, will perform in the future in accordance with
the Company's historical experience. In addition, when the Company introduces
new loan products it may have little or no historical experience on which it
can base its estimates, and thus its estimates may be less reliable. During
the nine months ended June 30, 1996, the Company increased its provision for
credit losses, $2.5 million of which was taken because the default rate for a
pool of Bulk Loans included in the 1995-2 securitization exceeded the
estimates made at the time of the securitization and the adjustment was in
conformity with the Company's current estimation methodology. There can be no
assurance that the Company will not be required in the future to write down
its Excess Servicing Receivable in excess of its provision for credit losses.
Any such writedown could have a material adverse effect on the Company's
financial condition and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Certain
Accounting Considerations."

FINANCING OF THE EXCESS SERVICING RECEIVABLE. The Company retains
significant amounts of Excess Servicing Receivable on its balance sheet. The
Company currently does not hedge this asset. The Company finances its Excess
Servicing Receivable with term-line borrowings under the Term Line. These
borrowings bear interest at a floating rate. The Company, however, cannot
reprice its Excess Servicing Receivable on its balance sheet, which has an
expected average life of four to six years. Therefore, the Company remains at
risk that its financing sources may increase the interest rates they charge
the Company. At June 30, 1996, the Company's balance sheet reflected $116.8
of Excess Servicing Receivable.

ABILITY OF THE COMPANY TO CONTINUE GROWTH STRATEGY; POSSIBLE ADVERSE
CONSEQUENCES FROM RECENT GROWTH

The Company's total revenues and net income increased 13.6% and 13.2%,
respectively, from fiscal 1994 to fiscal 1995 and 405.8% and 404.6%,
respectively, from the nine months ended June 30, 1995 to the nine months
ended June 30, 1996. Excluding the effects of the pooling of interests with
FIRSTPLUS West, total revenues increased 1,083.6% from fiscal 1994 to fiscal
1995 and 431.1% from the nine months ended June 30, 1995 to the nine months
ended June 30, 1996. Further, excluding the effects of the pooling of
interest with FIRSTPLUS West, net income increased from a loss of $647,000 in
fiscal 1994 to net income of $6.9 million in fiscal 1995 and increased by
330.9% from the nine months ended June 30, 1995 to nine months ended June 30,
1996. The Company does not expect to sustain these growth rates.

The Company's ability to continue its growth strategy depends on its
ability to increase the volume of loans it originates and purchases while
successfully managing its growth. This volume increase is, in part, dependent
on the Company's ability to procure, maintain and manage its increasingly
larger lines of credit. In addition to the Company's financing needs, its
ability to increase its volume of loans will depend on, among other factors,
its ability to (i) offer attractive products to prospective borrowers, (ii)
attract and retain qualified underwriting, servicing and other personnel,
(iii) market its products successfully, especially its new Direct Loan
products, (iv) establish and maintain relationships

10
<PAGE>

with independent correspondent lenders and independent home improvement
contractors in states where the Company is currently active and in additional
states and (v) build national brand name recognition.

In light of the Company's rapid growth, the historical performance of
the Company's operations, including its underwriting and servicing
operations, which were principally related to origination of Title I Loans,
may be of limited relevance in predicting future performance with respect to
Conventional Loans, especially debt consolidation loans. Any credit or other
problems associated with the large number of loans originated in the recent
past may not become apparent until sometime in the future. Consequently, the
Company's historical results of operations may be of limited relevance to an
investor seeking to predict the Company's future performance. In addition,
purchases of Bulk Loans require the Company to rely to a certain extent on
the underwriting practices of the seller of the Bulk Loans. Although the
Company has its own review process when purchasing Bulk Loans, the Company
occasionally must rely upon the underwriting standards of the originator,
which standards may not be as rigorous as the Company's. See "Business - Loan
Production Operations - Bulk Purchases."

The Company's ability to successfully manage its growth as it pursues
its growth strategy will be dependent upon, among other things, its ability
to (i) maintain appropriate procedures, policies and systems to ensure that
the Company's loans have an acceptable level of credit risk and loss, (ii)
satisfy its need for additional financing, (iii) manage the costs associated
with expanding its infrastructure, including systems, personnel and
facilities, and (iv) continue operating in competitive, economic, regulatory
and judicial environments that are conducive to the Company's business
activities. In order to support the growth of its business, the Company has
moved its headquarters in Dallas, Texas to a significantly larger location.
The Company's requirement for additional operating procedures, personnel and
facilities is expected to continue over the near term. The Company is
absorbing the effects of the implementation of new computer hardware and
software to manage its business operations, and it plans to continue to
procure hardware and software that require additional corresponding
investments in training and education. The Company's significant growth has
placed substantial new and increased pressures on the Company's personnel.
There can be no assurance that the addition of new operating procedures,
personnel and facilities together with the Company's enhanced information
systems, will be sufficient to enable it to meet its current operating needs.
Changes in the Company's ability to obtain or maintain any or all of these
factors or to successfully manage its growth strategy could have a material
adverse effect on the Company's operations, profitability and growth. See
"Business - Business Strategy" and "Business - Loan Production Operations."

CONSOLIDATION OF OPERATIONS OF ACQUISITIONS

The Company has, to date, acquired FIRSTPLUS West, FIRSTPLUS East and
National and intends to acquire additional companies in the consumer finance
industry. The Company must successfully integrate the management, marketing,
products and systems associated with its acquisitions if the Company is to
make current or prospective acquisitions financially successful. Acquisitions
may produce excess costs and may become significant distractions to
management if they are not timely integrated. There can be no assurance that
future acquisition opportunities will become available, that such future
acquisitions can be accomplished on favorable terms or that such
acquisitions, if any, will result in profitable operations in the future or
can be integrated successfully with the Company's existing business.

CONCENTRATION OF OPERATIONS IN CALIFORNIA

Approximately 60.3% of the loans in the Serviced Loan Portfolio at June
30, 1996 were secured by subordinate liens on residential properties located
in California. Consequently, the Company's results of operations and
financial condition are dependent upon general trends in the California
economy and its residential real estate market. California has experienced an
economic slowdown or recession over the last several years, which has been
accompanied by a sustained decline in the California real estate market. Such
a decline may adversely affect the values of properties securing the
Company's loans, such that the principal balances of such loans, together
with any primary financing on the mortgaged properties, may equal or exceed
the value of the mortgaged properties, making the Company's ability to recoup
losses in the event of a borrower's default extremely unlikely. In addition,
California historically has been vulnerable to certain risks of natural
disasters, such as earthquakes and erosion-caused mudslides, which are not
typically covered by the standard hazard insurance policies maintained by
borrowers. Uninsured disasters may adversely impact borrowers' ability to
repay loans made by the Company, which could have a material adverse effect
on the Company's results of operations and financial condition.

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<PAGE>

COMPETITION

The consumer finance market is highly competitive and fragmented. The
Company competes with a number of finance companies that provide financing to
individuals who may not qualify for traditional financing. To a lesser
extent, the Company competes, or will compete, with commercial banks, savings
and loan associations, credit unions, insurance companies and captive finance
arms of major manufacturing companies that currently tend to apply more
traditional lending criteria. Many of these competitors or potential
competitors are substantially larger and have significantly greater capital
and other resources than the Company. In fiscal 1995 and the nine months
ended June 30, 1996, approximately 68.5% and 93.5%, respectively, of the
Company's loans originated were Correspondent Loans, which are expected to
remain a significant part of the Company's loan production program. As a
purchaser of Correspondent Loans, the Company is exposed to fluctuations in
the volume and price of Correspondent Loans resulting from competition from
other purchasers of such loans, market conditions and other factors. In
addition, the Federal National Mortgage Association ("Fannie Mae") has
purchased and is expected to continue to purchase significant volumes of
Title I Loans on a whole-loan basis. Purchases by Fannie Mae could be made
from sources from which the Company also purchases loans. To the extent that
purchasers of loans, such as Fannie Mae, enter or increase their purchasing
activities in the markets in which the Company purchases loans, competitive
pressures may decrease the availability of loans or increase the price the
Company would have to pay for such loans, a phenomenon that has occurred with
respect to Title I Loans. In addition, increases in the number of companies
seeking to originate loans tends to lower the rates of interest the Company
can charge borrowers, thereby reducing the potential value of subsequently
earned Gains on Sales of loans. To the extent that any of these lenders or
Fannie Mae significantly expand their activities in the Company's market or
to the extent that new competitors enter the market, the Company's results of
operations and financial condition could be materially adversely affected.
See "Business - Competition."

DEPENDENCE ON TITLE I PROGRAM

A portion of the Company's business is dependent on the continuation of
the Title I Program, which is federally funded. The Title I Program provides
that qualifying loans are eligible for FHA insurance, although such insurance
is limited. See "Business - Loan Products - Title I Loans." In August 1995,
legislation was introduced in both houses of the United States Congress that
would, among other things, abolish the Department of Housing and Urban
Development ("HUD"), reduce federal spending for housing and community
development activities and eliminate the Title I Program. Other changes to
HUD have been proposed, which, if adopted, could affect the operation of the
Title I Program. As a result of the proposed legislation that would abolish
HUD, if enacted, and the budget legislation impasse between Congress and the
President that occurred during November 1995 and continued into January 1996,
no assurance can be given that the Title I Program will continue in existence
or that HUD will continue to receive sufficient funding for the operation of
the Title I Program. Of the loans originated (excluding bulk purchases) by
the Company in fiscal 1994, fiscal 1995 and the nine months ended June 30,
1996, 43.8%, 49.3% and 18.0%, respectively, by principal amount, were Title I
Loans. In addition, 63.8% of the Bulk Loans purchased by the Company during
fiscal 1995 and the nine months ended June 30, 1996 were Title I Loans.
Discontinuation of or a significant reduction in the Title I Program or the
Company's authority to originate or purchase loans under the Title I Program
could have a material adverse effect on the Company's results of operations
and financial condition.

CONCENTRATION OF CORRESPONDENT LENDERS

Approximately 79.8% and 59.8% of the loans purchased from correspondent
lenders by the Company during fiscal 1995 and the nine months ended June 30,
1996, respectively, were originated through the Company's 10 largest
independent correspondent lenders. The Company believes that it is possible
for its dependence on a small number of independent correspondent lenders to
increase in the near future as the Company focuses extensively on originating
Direct Loans. To the extent that the Company is no longer able to purchase or
originate loans from these significant independent correspondent lenders,
this could have a material adverse effect on the Company's results of
operations and financial condition.

LIMITED OPERATING HISTORY

The Company was formed in 1994 to combine the operations of FIRSTPLUS
Financial and SFAC. The Combination involved the integration of the
operations of two companies that previously operated independently.
Consequently, the Company has a limited operating history under its new
corporate structure upon which prospective

12
<PAGE>

investors may base an evaluation of its performance. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business - Combination."

RIGHT TO TERMINATE SERVICING

On June 30, 1996, approximately 80% (by dollar volume) of the Serviced
Loan Portfolio consisted of loans securitized by the Company and sold to
grantor trusts. The Company's form of pooling and servicing agreement with
each of these trusts provides that the trustee of the related trust may
terminate the Company's servicing rights if certain delinquency or loss
standards are not met. On June 30, 1996, none of the pools of securitized
loans exceeded the foregoing delinquency standards and no servicing rights
have been terminated. However, there can be no assurance that delinquency
rates with respect to Company-sponsored securitized loan pools will not
exceed this rate in the future and, if exceeded, that servicing rights will
not be terminated, which would have a material adverse effect on the
Company's results of operations and financial condition.

IMPACT OF REGULATION AND LITIGATION

The Company's business is subject to regulation and licensing under
various federal, state and local statutes and regulations requiring, among
other things, the licensing of lenders, adequate disclosure of loan terms and
limitations on the terms and interest rates of consumer loans, collection
policies and creditor remedies. An adverse change in these laws or
regulations could have an adverse effect on the Company by, among other
things, limiting the interest and fee income the Company may generate on
existing and additional loans, limiting the states in which the Company may
operate or restricting the Company's ability to realize on the collateral
securing its loans. See "Business - Regulation."

In addition, the elimination of or a substantial reduction in the
current home mortgage interest tax deduction could curtail the amount of home
improvement loan originations, which could have a material adverse effect on
the Company's results of operations and financial condition.

Industry participants are frequently named as defendants in litigation
involving alleged violations of federal and state consumer lending laws and
regulations, or other similar laws and regulations, as a result of the
consumer-oriented nature of the industry in which the Company operates and
uncertainties with respect to the application of various laws and regulations
in certain circumstances. If a significant judgment were rendered against the
Company in connection with any litigation, it could have a material adverse
effect on the Company's financial condition and results of operations. See
"Business - Regulation" and "Business - Legal Proceedings."

The Company's loans under the Title I Program are eligible for FHA
insurance. The FHA insures 90% of such loans and certain interest costs,
provided that the Company has not depleted its loss reserve account
established with the FHA and the loans were properly originated according to
FHA regulations. The amount of insurance coverage in a lender's FHA loss
reserve account is equal to 10% of the original principal amount of all Title
I Loans originated and the amount of the reserves for purchased loans
reported for insurance coverage by the lender, less the amount of all
insurance claims approved for payment in connection with losses on such loans
and other adjustments. If at any time claims exceed the loss reserve balance,
the remaining Title I Loans will be uninsured. In addition, the Title I
Program sets loan origination guidelines that must be satisfied by the lender
in connection with the origination of Title I Loans in order for FHA to
insure those loans. The Company's failure to comply with such requirements
could result in denial of payment by FHA. There can be no assurance that
losses will not exceed the Company's loss reserve account or that the Company
will not be adversely affected by such defaults. The Company's Conventional
Loans are not insured. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Results of Operations" and "Business -
Loan Products."

CONCENTRATION OF VOTING CONTROL IN MANAGEMENT

Daniel T. Phillips, the Company's President, Chief Executive Officer and
Director, and Ronald M. Mankoff, the Company's Chairman of the Board and
General Counsel, beneficially own or otherwise control an aggregate of
approximately 16.7% and 16.8%, respectively, of the outstanding voting Common
Stock. Therefore, Messrs. Phillips and Mankoff are able to exercise
significant influence with respect to the election of the entire Board of
Directors of the Company and all matters submitted to stockholders. Messrs.
Phillips and Mankoff are also able to significantly influence the direction
and future operations of the Company, including decisions regarding the
issuance of additional shares of

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<PAGE>

Common Stock and other securities. In addition, as long as Messrs. Phillips
and Mankoff beneficially own or otherwise control the largest blocks of
issued and outstanding Common Stock of the Company, it will be difficult for
third parties to obtain control of the Company through purchases of Common
Stock not beneficially owned or otherwise controlled by Messrs. Phillips and
Mankoff. See "Principal Stockholders."

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon the continued services of Daniel T.
Phillips and Eric C. Green and the Company's other executive officers. While
the Company believes that it could find replacements for its executive
officers, the loss of their services could have an adverse effect on the
Company's operations. Each of the Company's executive officers has entered
into an employment agreement with the Company. See "Management - Employment
Agreements."

EVENTS OF DEFAULT UNDER CERTAIN FINANCING FACILITIES

The loss of the services of Daniel T. Phillips as Chief Executive
Officer of the Company and FIRSTPLUS Financial would constitute an event of
default under the Warehouse Facility, which in turn would result in defaults
under other indebtedness. Mr. Phillips has entered into an employment
agreement with the Company. See "Management - Employment Agreements; Key-Man
Life Insurance."

EFFECT OF CERTAIN CHARTER, BYLAW AND STATUTORY PROVISIONS

Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation") and Amended and Restated
Bylaws (the "Bylaws") and the Nevada General Corporation Law could delay or
frustrate the removal of incumbent directors and could make difficult a
merger, tender offer or proxy contest involving the Company, even if such
events could be viewed as beneficial by the Company's stockholders. For
example, the Articles of Incorporation deny the right of stockholders to
amend the Bylaws and require advance notice of stockholder proposals and
nominations of directors. The Company is also subject to provisions of the
Nevada General Corporation Law that prohibit a publicly held Nevada
corporation from engaging in a broad range of business combinations with a
person who, together with affiliates and associates, owns 10% or more of the
corporation's outstanding voting shares (an "interested stockholder") for
three years after the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. See "Description of
Capital Stock - Certain Charter, Bylaws and Statutory Provisions."

SHARES ELIGIBLE FOR FUTURE SALE

As of September 30, 1996, the Company has a total of 13,469,908 shares
of Common Stock outstanding. Of these shares, 3,795,000 shares of Common
Stock are freely tradeable by persons other than "affiliates" of the Company,
as that term is defined in Rule 144 under the Securities Act, without
restriction under the Securities Act. The remaining shares are "restricted
securities" and may not be sold unless they are registered under the
Securities Act or sold pursuant to an applicable exemption from registration,
including an exemption under Rule 144. Of these restricted securities,
6,976,844 shares will become eligible for sale in the open market under Rule
144 commencing in October 1996. Sales of substantial numbers of such shares
in public market could adversely affect the market price of the Common Stock.
The Company's executive officers, directors and certain stockholders owning
an aggregate of approximately 7.4 million shares of Common Stock have agreed
that they will not, without the prior written consent of Bear, Stearns & Co.
Inc., directly or indirectly offer to sell, sell or otherwise dispose of any
shares of Common Stock owned by them for a period of 90 days after August 14,
1996. In addition, one stockholder has agreed that it will not, without the
prior written consent of Bear, Stearns & Co. Inc., directly or indirectly,
offer to sell, sell or otherwise dispose of approximately 1.2 million of the
shares of Common Stock owned by such stockholder for a period of one year
after August 14, 1996. In addition, certain shareholders of the Company have
registration rights with respect to the shares of Common Stock owned by them.
See "Description of Capital Stock - Registration Rights."

SECURITIES TRADING; POSSIBLE VOLATILITY OF PRICES

The Common Stock is quoted on the Nasdaq National Market. These prices
are determined in the marketplace and may be influenced by many factors,
include the liquidity of the market for the Common Stock, the market price of
the Common Stock, interest rates, investor perception of the Company and
general economic and market conditions.

14
<PAGE>
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders.

CAPITALIZATION

The following table sets forth, as of June 30, 1996 (i) the actual
capitalization of the Company and (ii) the capitalization of the Company as
adjusted to give effect to the original sale of $100,000,000 7.25%
Convertible Subordinated Notes Due 2003 (the "Notes") in August 1996 and the
application of the net proceeds therefrom.

JUNE 30, 1996
-------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
DEBT:
Warehouse financing facilities . . . . . . . . $142,830 $ 71,177
Term line . . . . . . . . . . . . . . . . . . . 37,069 37,069
Notes payable . . . . . . . . . . . . . . . . . 1,120 1,120
Subordinated notes payable to related parties . 7,003 7,003
7.25% convertible subordinated notes (1). . . . - 100,000
-------- --------
Total debt. . . . . . . . . . . . . . . . . 188,022 216,369
STOCKHOLDERS' EQUITY:
Preferred Stock, $1.00 par value; 27,600,000
shares authorized; no shares outstanding;
no shares outstanding as adjusted. . . . . . . - -
Common Stock, $0.01 par value; 100,000,000
shares authorized; 11,249,570 shares
outstanding (2). . . . . . . . . . . . . . . . 112 112
Non-Voting Common Stock, $0.01 par value;
25,000,000 shares authorized; 2,220,338
shares outstanding . . . . . . . . . . . . . . 22 22
Additional capital . . . . . . . . . . . . . . 54,830 54,830
Retained earnings . . . . . . . . . . . . . . . 26,229 26,229
-------- --------
Total stockholders' equity. . . . . . . . . 81,193 81,193
-------- --------
Total capitalization. . . . . . . . . . . $269,215 $297,562
-------- --------
-------- --------
- -----------
(1) The 7.25% convertible subordinated notes are before discounts and
commissions.

(2) Excludes an aggregate of 835,570 shares of Common Stock subject to
outstanding options and warrants. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital
Resources," "Management - Stock Option Plan," "Nonemployee Director Stock
Option Plan" and "Certain Relationships and Related Party Transactions -
Relationship with Farm Bureau."

<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock has been quoted on the Nasdaq National Market under the
symbol "RACF" since the Company's initial public offering in February 1996 at
$17.00 per share. The following table sets forth the high and low sales
prices of the Common Stock for the periods indicated, as reported by the
Nasdaq National Market.

1996 HIGH LOW
- ---- ------ ------
Second Quarter (beginning February 1, 1996) . . . . . . . . $23.75 $17.50
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . $32.50 $22.00
Fourth Quarter (through September 30, 1996) . . . . . . . . $45.75 $44.50

As of June 30, 1996, the Company had 11,249,570 outstanding shares of
Voting Common Stock held by 33 stockholders of record. As of June 30, 1996,
the Company had 2,220,338 outstanding shares of Non-Voting Common Stock held
by three stockholders of record.

The Company has never paid, and has no present intention of paying, cash
dividends on its Common Stock. The Company currently intends to retain its
earnings to finance the growth and development of its business. Any
determination in the future to pay dividends will depend on the Company's
financial condition, capital requirements, results of operations, contractual
limitations and any other factors deemed relevant by the Board of Directors.
Under the terms of the Company's warehouse facilities and Subordinated Notes,
the Company's ability to pay cash dividends to its stockholders is limited.

SELECTED FINANCIAL DATA

The following table sets forth historical selected financial information
of the Company as of the dates and for the periods indicated. The Company was
formed by the shareholders and management of SFAC and the parent of FIRSTPLUS
Financial to acquire FIRSTPLUS Financial in the Combination, which was
accounted for as a purchase of FIRSTPLUS Financial and was consummated on
October 4, 1994. In May 1996, the Company acquired FIRSTPLUS West in a
transaction accounted for as a pooling of interests. As a result of the
pooling, the historical financial information of the Company has been
restated to include the financial information of FIRSTPLUS West. The
financial information for FIRSTPLUS West included in the three years ended
September 30, 1995, reflects information for FIRSTPLUS West's three fiscal
years ended April 30, 1995. The financial information for the nine months
ended June 30, 1995 and 1996 has been recast to conform to the Company's
fiscal year end. See Note 1 to the consolidated financial statements of the
Company. The results of operations for the nine months ended June 30, 1996
are not necessarily indicative of the operating results to be expected for a
full year.

The income statement and balance sheet data is derived from the
consolidated audited financial statements of the Company. The information set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and all of the
financial statements and the notes thereto and other financial information
included elsewhere in this Prospectus.

<TABLE>
YEAR ENDED SEPTEMBER 30 NINE MONTHS ENDED
---------------------------- -------------------
JUNE 30, JUNE 30,
1993 1994 1995(1) 1995 1996
------- ------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA (2):
Revenues:
Gain on sale of loans, before sharing . . $17,115 $27,671 $ 40,112 $ 25,385 $ 90,351
Sharing arrangements (3). . . . . . . . . - - (10,999) (7,201) (536)
------- ------- ------- ------- --------
Gain on sale of loans, net (4)(5). . 17,115 27,671 29,113 18,184 89,815
Interest. . . . . . . . . . . . . . . . . 145 1,845 2,860 1,673 10,761
Servicing income. . . . . . . . . . . . . - 72 1,049 698 2,674
Other income. . . . . . . . . . . . . . . 54 252 873 923 5,392
------- ------- ------- ------- --------
Total revenue. . . . . . . . . . . . 17,314 29,840 33,895 21,478 108,642
Expenses:
Salaries and employee benefits . . . . . 7,265 17,054 10,110 5,984 22,542
</TABLE>

16
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Interest . . . . . . . . . . . . . . . . 28 1,041 2,660 1,462 8,610
Other operating expense . . . . . . . . . 2,632 6,465 6,963 4,986 17,320
Provision for possible credit losses . . - 125 4,420 2,256 26,561
------- ------- ------- ------- --------
Total expenses . . . . . . . . . . . 9,925 24,685 24,153 14,688 75,033
Income before income taxes . . . . . . . . . . 7,389 5,155 9,742 6,790 33,609
Provision for income taxes . . . . . . . . . . - - (3,903) (2,660) (12,771)
------- ------- ------- ------- --------
Net income (5) . . . . . . . . . . . . . . . . $ 7,389 $ 5,155 $ 5,839 $ 4,130 $ 20,838
------- ------- ------- ------- --------
------- ------- ------- ------- --------
PER SHARE DATA:
Net income per common share (5)(6) . . . . . . $ 0.94 $ 0.62 $ 0.56 $ 0.39 $ 1.70
Weighted average common and common equivalent
shares outstanding . . . . . . . . . . . 7,798 8,138 10,148 10,148 12,206

September 30,
------------------ June 30,
1994 1995 1996
------- ------- --------
BALANCE SHEET DATA (2):
Excess servicing receivable, net . . . . . . . . . . . . . . . . . . . . . . . $ - $29,744 $116,753
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,105 19,435 165,740
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,141 61,341 322,853
Warehouse financing facilities . . . . . . . . . . . . . . . . . . . . . . . . 4,995 18,530 142,830
Term line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 9,249 37,069
Subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 8,002 7,003
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,821 49,607 241,659
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,321 11,734 81,194
</TABLE>

- -----------
(1) In November 1995, the Company acquired FIRSTPLUS East in a transaction
accounted for as a purchase. Giving effect to the acquisition, the income
statement data for the year ended September 30, 1995 would reflect total
revenues of approximately $37.2 million and total expenses of approximately
$27.4 million. See Note 16 to the consolidated financial statements of the
Company.

(2) Prior to October 1, 1992, the Company had no significant operations. See
Note 1 to the consolidated financial statements of the Company.

(3) The Company contractually agreed to share its gain on sale of loans,
net, with the Warehouse Lender as a condition of obtaining certain financing
facilities and also with Farm Bureau. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" and "Certain Relationships and Related Party Transactions -
Relationship with Farm Bureau."

(4) Gain on sale of loans, net, is net of sharing arrangements and the
premiums related to and costs of securitizations but not net of the Company's
related provisions for possible credit losses.

(5) Excluding the effect of the pooling of interests with FIRSTPLUS West,
gain on sale of loans, net, was $439,000, $2.1 million, $25.1 million and
$79.2 million for fiscal 1993, 1994 and 1995 and the nine months ended June
30, 1996, respectively. Excluding the effect of the pooling of interests with
FIRSTPLUS West, the Company experienced a loss of $180,000 and $647,000 for
fiscal 1993 and 1994, respectively, and earned $6.9 million and $20.8
million, or $0.71 and $1.70 per share, for fiscal 1995 and the nine months
ended June 30, 1996, respectively. See Notes 1 and 9 to the consolidated
financial statements of the Company.

(6) Net income per common share is computed by dividing net income, less
accrued and unpaid dividends on preferred stock (the balance of which was
redeemed in connection with the Company's initial public offering in February
1996), by the weighted average common and common equivalent shares
outstanding. Common and common equivalent shares issued at prices below the
initial public offering price during the 12 months ended September 30, 1995
have been

17
<PAGE>

included in the calculation of common and common equivalent shares,
using the treasury stock method, as if they were outstanding for all periods
presented.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following analysis of the financial condition and results of operations
of the Company should be read in conjunction with the preceding "Selected
Financial Data." Additionally, the Company's Consolidated Financial Statements
and the notes thereto, and the separate financial statements of FIRSTPLUS
Financial and the notes thereto, as well as other data included in this
Prospectus, should be read and analyzed in combination with the analysis below.

GENERAL

The Company is a specialized consumer finance company that originates,
purchases, services and sells consumer finance receivables, substantially all
of which are home improvement or debt consolidation loans secured by liens on
real property. The Company offers Conventional Loans and Title I Loans to
certain qualified borrowers and sells substantially all of such strategic
loans primarily through its securitization program, retaining rights to
service these loans. The Company originated and purchased an aggregate of
$227.9 million and $558.9 million of strategic loans (including bulk
purchases of loans) in the fiscal year ended September 30, 1995 and the nine
months ended June 30, 1996, respectively. The Company securitized an
aggregate of $234.8 million and $427.2 million of loans in fiscal 1995 and
the nine months ended June 30, 1996, respectively. The Company also
originated $83.4 million and $320.9 million of non-strategic loans in fiscal
1995 and the nine months ended June 30, 1996, respectively, which it sold to
third-party lenders on a whole-loan basis, with servicing rights released. As
of June 30, 1996, the principal amount of loans in the Serviced Loan
Portfolio was $750.5 million.

CERTAIN ACCOUNTING CONSIDERATIONS

As a fundamental part of its business and financing strategy, the
Company sells substantially all of its strategic loans to third-party
investors in securitization transactions. In a securitization transaction,
loans originated and purchased by the Company are sold to an independent
entity, generally a grantor trust, which holds the loans as trustee for
third-party investors. The Company retains the right to service the
securitized loans or appoint an approved subservicer. In addition, the
Company is entitled to receive excess cash flows generated by the securitized
loans calculated as the difference between (a) interest at the stated rate
paid by borrowers and (b) the sum of (i) pass-through interest paid to third
party investors, (ii) trustee fees, (iii) FHA insurance fees, (iv)
third-party credit enhancement fees, (v) normal servicing fees and (vi) loan
portfolio losses. The Company's right to receive this excess cash flow stream
begins after certain reserve requirements have been met, which are specific
to each securitization and are used as a means of credit enhancement. The
Company determines the present value of this anticipated revenue stream at
the time each securitization transaction closes utilizing valuation
assumptions appropriate for each particular grantor trust and records this
asset as an Excess Servicing Receivable at that time. The significant
assumptions are generally related to the anticipated average lives of the
loans sold and the anticipated credit losses related thereto. The Company
currently utilizes a constant prepayment assumption rate of 13% to 15.5%
after the first year (a lower average rate is used in the first year) and
currently utilizes a constant annual gross loan charge-off rate of
approximately 1.5% to 2.5%, with certain adjustments, depending upon the
credit quality and seasoning of the loans. In order to determine the present
value of this excess cash flow, the Company currently applies an estimated
market discount rate of 11% to the expected pro forma gross cash flow
calculated utilizing the weighted average maturity of the securitized loans,
and currently applies a risk free discount rate of 6.5% to the anticipated
losses attendant to this pro forma cash flow stream (the "Allowance for
Possible Credit Losses on Loans Sold"). Accordingly, the effective current
average net discount rate utilized on the cash flows, net of expected credit
losses is approximately 12.5%. As of June 30, 1996, the Company's Excess
Servicing Receivable was recorded at $116.8 million, and its Allowance for
Possible Credit Losses on Loans Sold was recorded at $27.4 million or
approximately 20% of the Company's Excess Servicing Receivable. The present
value of the Company's portion of the expected future excess cash flow to be
received on loans sold through securitization transactions, in excess of
securitization costs and net premiums paid, is recorded as Gain on Sale of
loans revenue, and the discounted value of the anticipated losses is recorded
as provision for possible credit losses, in the period during which the
securitization occurs. "Gain on Sale of loans, net" refers to Gain on Sale of
loans less any sharing arrangements, but before any provision for possible
credit losses.

18
<PAGE>

With respect to the calculation of the constant annual gross charge-off
rate for a particular securitization pool, the Company, in part, utilizes the
weighted average FICO score of that securitization pool to measure the
creditworthiness of the borrowers whose loans are included in the pool. The
Company's securitization pool score distribution typically falls between 590
to 729 with a weighted average pool score of between 650 and 680. A FICO
score of 590 or below will generally constitute a borrower that the Company
classifies as a "D" credit with an estimated annual default rate of 2.9% or
more, and a FICO score of approximately 680 or better will generally
constitute a borrower that the Company classifies as an "A" credit with an
estimated annual default rate of 1.2% or less. The Company estimates default
rates for FICO scores based on historical loan performance and other data
available to the Company.

The Company assumes that its securitization pools will produce constant
annual default rates that correspond to the historical default rates for the
FICO scores associated with the individual pools, adjusted for accelerated
levels of defaults for loan pools with FICO scores lower than 620 and for
seasoned loans that have little or no increase in the frequency of defaults,
when valuing the Excess Servicing Receivable attributable to these
securitizations. Based on the Company's average life estimates, these rates
result in cumulative defaults of approximately between 6% and 12% over the
life of each respective securitization. The Company also estimates total
delinquencies (i.e., loans more than 30 days past due) to average 6% to 9%
over the life of each securitization.

The Company records its loans at the lower of cost or market. The
Company typically originates Direct Loans and Indirect Loans at or below par
and Correspondent Loans at or above par. Any originations below par are
recorded as loan origination discounts, thereby reducing the Company's cost
basis in such loans. Any purchases above par are recorded as loan purchase
premiums, thereby increasing the Company's cost basis in its loans. If the
Company's accounts reflect net discounts in excess of premiums at the time it
securitizes such loans, the Company recognizes such net discount as a
reduction to its cost of loans sold expense at that point in time.
Conversely, if the Company's accounts reflect net premiums in excess of
discounts at the time it securitizes its loans, the Company recognizes such
net premium as an addition to its cost of loans sold expense at that point in
time.

As of June 30, 1996 the reserve on the loans held for sale equaled $1.6
million, or 1.0% of the Company's $165.7 million portfolio of loans held for
sale. The Company nets this reserve against its loans held for sale on the
Company's balance sheet. The Company believes this reserve is adequate,
although there can be no assurance that it is.

The estimated weighted average life of the Company's loan pools
determines the structure and duration of the securities issued as well as the
U.S. Treasury instruments upon which the prices of the loan tranches are
based. In addition, this estimate is one of the assumptions used in
calculating the Gain on Sale of loans. Weighted average lives are based on
the remaining maturities and estimated prepayment rates of the loans to be
securitized. The terms of the Company's loan originations range from six
months to 300 months; however, the majority of the Company's originations
carry contractual terms to maturity from 180 to 300 months.

The prepayment rate of the securitized loans is a function of full and
partial prepayments and defaults. As an aggregate, these prepayment
components are expressed through a market convention known as a constant or
conditional prepayment rate ("CPR"). Based on prior performance, industry
analysis, and management's experience, the Company expects the CPR on the
loans it securitizes to range from 12% to 16%. The Company currently utilizes
a 13% to 15.5% CPR, adjusted downward in the first 12 months to reflect a
lack of seasoning, to value its loan portfolio. Using the weighted average
maturities and prepayment ranges described above, the Company expects its
securitized pools to have average lives of four to six years.

The Gain on Sale and the related Excess Servicing Receivable is
recognized in the period during which loans are sold, although subsequently
earned servicing fees paid to the Company by the securitization trustee are
recognized as received over the lives of the securitized loans. The Company
records the Excess Servicing Receivable as an asset on its balance sheet in
an initial amount equal to the present value of the pro forma cash flow
utilizing the constant prepayment and charge-off rates described above, as
applied to the weighted average maturity of the securitized loans. The
receivable is subsequently reduced as cash attributable to the Excess
Servicing Receivable is collected by the Company. The Company also reports
any origination discounts (net of origination premiums) as additional income
at the time the securitization transaction closes. The Company earns
additional income from its Excess Servicing Receivable, which it records as
interest income on an interest accrual method, and servicing revenues and
fees (ranging from 0.75% to 1.25%) as they are earned and collected.

19
<PAGE>

There can be no assurance that the Company's estimates used to determine
the Gain on Sale and Excess Servicing Receivable valuations will remain
appropriate for the life of each securitization. If actual loan prepayments
or defaults exceed the Company's estimates, the carrying value of the
Company's Excess Servicing Receivable may have to be written down or the
Company may increase its Allowance for Possible Credit Losses on Loans Sold
through a charge against earnings during the period within which management
recognizes the disparity. The Company will not write up its Excess Servicing
Receivable to reflect slower than expected prepayments, although slow
prepayments may ultimately result in subsequent additional earnings for the
Company if cash flows in excess of the amortization of the Excess Servicing
Receivable are ultimately received by the Company. Other factors may also
result in a writedown of the Company's Excess Servicing Receivable in
subsequent periods. See Note 5 to the consolidated financial statements of
the Company.

The Company also originates non-strategic loans, which it sells to
third-party lenders, on a servicing-released basis. These loans are either
first liens or subordinate liens that do not meet the Company's
securitization criteria. The Company also records these loans at cost, net of
premium or discount, and records a Gain on Sale, net of costs. The Company
plans to convert the non-strategic loan operations to operations that will
originate strategic loans that meet the Company's current securitization
parameters.

RESULTS OF OPERATIONS

NINE MONTHS ENDED JUNE 30, 1996
VERSUS NINE MONTHS ENDED JUNE 30, 1995

The Company's total revenues increased to $108.6 million for the nine
months ended June 30, 1996 from $21.5 million for the nine months ended June
30, 1995, an $87.2 million increase or 405.8%. Excluding the effect of the
pooling of interests with FIRSTPLUS West, the Company's total revenues
increased to $94.9 million for the nine months ended June 30, 1996 from $17.9
million for the nine months ended June 30, 1995, an increase of $77.0 million
or 431.1%. This increase was primarily the result of increases in the
Company's Gain on Sale of loans, net, although the Company also experienced
significant increases in its servicing related income, interest income and
other income during this time period.

The following table sets forth information regarding the components of
the Company's revenue for the nine months ended June 30, 1995 and 1996:

NINE MONTHS ENDED JUNE 30,
--------------------------
1995 1996
------- --------
(IN THOUSANDS)
Gain on sale of loans, before sharing . . $25,385 $90,351
Sharing arrangements. . . . . . . . . . . (7,201) (536)
------- --------
Gain on sale of loans, net (1). . . . . 18,184 89,815
Interest income . . . . . . . . . . . . . 1,673 10,761
Servicing income. . . . . . . . . . . . . 698 2,674
Other income. . . . . . . . . . . . . . . 923 5,392
------- --------
Total . . . . . . . . . . . . . . . . $21,478 $108,642
------- --------
------- --------
- -----------
(1) Gain on sale of loans, net, is net of sharing arrangements and the
premiums related to and costs of securitizations but not net of the Company's
related provision for possible credit losses.

Gain on Sale of loans, net, increased to $89.8 million for the nine
months ended June 30, 1996 from $18.2 million for the nine months ended June
30, 1995, an increase of $71.6 million or 393.9%. The Company securitized and
sold $427.2 million of strategic loans during the nine months ended June 30,
1996 (resulting in Gain on Sale of loans, net, of $78.5 million) and $169.0
million of loans during the nine months ended June 30, 1995, a $258.2 million
increase or 153% (resulting in Gain on Sale of loans, net, of $15.4 million).
The Company sold $213.1 million of non-strategic loans in whole-loan sales
during the nine months ended June 30, 1996 (resulting in Gain on Sale of
loans, net, of $8.5 million) and $92.6 million of non-strategic loans in
whole-loan sales during the nine months ended June 30, 1995 (resulting in
Gain on Sale of loans, net, of $2.8 million). Additionally, the Company
earned a weighted average 12.88% profit margin (the ratio of its Gain on Sale
of loans, net, as a percentage of loans securitized and sold) on the loans it

20
<PAGE>

securitized and sold during the nine months ended June 30, 1996, compared to
a 8.97% weighted average profit margin on the loans securitized and sold
during the nine months ended June 30, 1995.

The following table sets forth certain data with respect to each of the
four securitizations the Company closed during the nine months ended June 30,
1996 (funding for 1996-2 was not completed until July 1996):

<TABLE>
1995-4 1996-1 1996-2 1996-A (1)
------- -------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>

Loans sold . . . . . . . . . . . . $77,599 $115,559 $241,625(2) $8,516
Overcollateralization . . . . . . . 2,400 4,440 8,375 -
------- -------- -------- ------
Total loans securitized . . . . . . $79,999 $119,999 $250,000 $8,516
------- -------- -------- ------
------- -------- -------- ------
Gain on sale of loans, net . . . . $16,049 $ 24,190 $ 43,131 $ 691
Provision for possible credit
losses . . . . . . . . . . . . . . 3,505 5,751 12,547 203
------- -------- -------- ------
Gain on sale of loans, after
provision for possible credit
losses . . . . . . . . . . . . . . $12,544 $ 18,439 $ 30,585 $ 488
------- -------- -------- ------
------- -------- -------- ------
Net gain as a percentage of total
loans securitized ("profit
margin") . . . . . . . . . . . . . 16.2% 16.0% 12.7% 5.7%
Weighted average maturity of
certificates sold (yrs.) . . . . . 4.2 4.4 4.8 2.9
Weighted average FICO score . . . . 645 656 662 651
Title I Loans as a percentage of
total loans securitized. . . . . . 37.5% 19.7% 11.8% 100.0%
</TABLE>

- -----------
(1) Primarily consisted of unsecured Title I Loans.

(2) Only $209.4 million of the $250.0 million securitization was funded
during the nine months ended June 30, 1996.

The Company's increased securitization activity is related to the
increased origination of strategic loans for the nine months ended June 30,
1996, as adjusted for increased loan inventory levels. The Company was able
to increase its production of strategic loans during the nine months ended
June 30, 1996, compared to the same period ended June 30, 1995, due to the
following reasons:

1. The Company increased the size of its correspondent network during
this time period, both in number (71 versus 278 for the respective nine-month
periods), and geographically (21 states versus 27 states during the
respective nine-month periods).

2. The Company increased its production of Direct Loans from $470,000
to $14.4 million during the respective nine-month periods;

3. The Company decreased its production of Indirect Loans, which are
generally of lower quality, from $26.0 million to $19.8 million during the
respective nine-month periods; and

4. The Company acquired FIRSTPLUS East in December 1995 in a purchase
transaction and FIRSTPLUS West in May 1996 in a pooling transaction. During
the nine months ended June 30, 1996, FIRSTPLUS East and FIRSTPLUS West
originated a total of $92.0 million of strategic loans.

During the nine months ended June 30, 1996, the Company originated and
securitized a greater percentage of Conventional Loans, when compared to the
nine months ended June 30, 1995. This continued increase in Conventional Loan
emphasis is a result of the relatively small size of the Title I Loan market
(the Company estimates this market at under $2 billion in originations
annually) and the Company's desire to meet the needs of its customers, who
generally request higher loan amounts and more flexible loan proceeds
utilization than the Title I program offers. Although Conventional Loans
require the Company to reserve greater amounts for anticipated losses than do
Title I Loans, Title I Loans generally produce lower gross revenues, due to
the increased premiums paid in acquiring Title I Loans.

21
<PAGE>

The Company's profit margin on securitized loans increased from a
weighted average of 8.97% for the nine months ended June 30, 1995 to 12.88%
for the nine months ended June 30, 1996, an increase of 3.91%. A portion of
this increase was due to the fact that the Company was required to share its
securitization gains in its 1994-1 and 1995-2 securitizations, which closed
in December 1994 and June 1995, respectively. The Company was not required to
share any securitization gain for any securitizations closed during the
nine-month period ended June 30, 1996; however, $9.2 million of loans
delivered in October 1995, which were attributable to the 1995-3
securitization, were subject to sharing with the Warehouse Lender. Profit
margin increases also resulted from the favorable interest rate environment
during the period from October 1995 to January 1996, and from increases in
interest paid over the life of the loan.

The Company's Gain on Sale profit ratio decreased from 16.0% in the
Company's March 1996 securitization (1996-1) to 12.7% in the Company's June
1996 securitization (1996-2). This reduction in the Company's Gain on Sale
profit ratio was primarily due to the sharp increases in general interest
rates during the period from February 1996 to June 1996.

The Company paid net loan premiums of $16.8 million for the nine months
ended June 30, 1996, compared to $194,700 of net loan discounts received for
the nine months ended June 30, 1995. This represented an average loan
purchase price of 103.2% of par for the nine months ended June 30, 1996, and
99.6% of par for the same period ended June 30, 1995. This increase resulted
from the Company purchasing loans with relatively higher FICO scores and
increased competition for Title I Loans. Loan purchase prices are directly
related to the quality of the loans purchased, the face interest rate of the
acquired loans, the quantity of loans the seller commits to sell, the nature
and longevity of the relationship the Company maintains with the seller and
competitive pressures.

Interest income increased from $1.7 million for the nine months ended
June 30, 1995, to $10.8 million for the nine-month period ended June 30,
1996, an increase of $9.1 million or 535%. This increase was primarily the
result of the Company's significant increase in the Company's average balance
of Loans Held for Sale and an increased balance in its Excess Servicing
Receivable. The Company securitizes its loans on a regular basis; however, it
earns interest income on the loans it originates prior to such
securitizations. During the nine-month periods ended June 30, 1995, and June
30, 1996, the Company's average monthly balance of Loans Held for Sale,
including non-strategic loans, was $5.4 million and $122.2 million at par,
respectively, an increase of $116.9 million or 2,182.4%.

Servicing fee income increased from $698,000 for the nine months ended
June 30, 1995 to $2.7 million for the similar period ended June 30, 1996 or a
283.0% increase. This increase was primarily the result of a significant
increase in average Serviced Loan Portfolio for the respective time periods:
$71.9 million for the nine months ended June 1995 to $494.6 for the nine
months ended June 1996, a $422.6 million or a 587.5% increase. This increase
in the Company's Serviced Loan Portfolio was the result of the Company's
increases in loan originations and securitizations during the respective time
period.

Other income increased from $923,000 for the nine months ended June 30,
1995 to $5.4 million for the nine months ended June 1996, an increase of
$4.5 million or 484.1%. Other income is proportional to the Company's loan
origination volume from selected dealers. It consists primarily of loan
application fees that are funded by borrowers at closing.

The following table sets forth information regarding the components of
the Company's expenses for the nine months ended June 30, 1996 and 1995:

FOR THE NINE MONTHS
ENDED JUNE 30,
-----------------------
1995 1996
------- -------
(IN THOUSANDS)
Salaries and employee benefits. . . . . . . . . $5,984 $22,542
Interest expense. . . . . . . . . . . . . . . . 1,462 8,611
Other expenses. . . . . . . . . . . . . . . . . 4,986 17,319
Provision for possible credit losses . . . . . 2,256 26,561
------- -------
Total. . . . . . . . . . . . . . . . . . . $14,688 $75,033
------- -------
------- -------

22
<PAGE>

Salaries and employee benefits increased from $6.0 million for the nine
months ended June 30, 1995 to $22.5 million for the period ended June 30,
1996, an increase of $16.6 million or 276.7%. The Company employed 313
persons as of June 30, 1995 and 754 persons as of June 30, 1996, an increase
of 141%. However, during the same time, total revenues increased from $21.5
million to $108.6 million, an increase of $87.1 million or 405.1%. Therefore,
although the number of employees increased, the Company's employees were able
to originate, securitize and service a disproportionately larger amount of
loan volume, thereby generating disproportionately larger revenues per
employee. The Company earned $68,620 of revenue per employee for the nine
months ended June 30, 1995 compared to $144,087 of revenue per employee for
the nine months ended June 30, 1996.

Interest expense increased from $1.5 million for the nine months ended
June 30, 1995 to $8.6 million for the nine months ended June 30, 1996, an
increase of $7.1 million or 473.3%. Interest expense increased primarily
because of the significant increases in borrowings under the Company's
warehouse facilities incurred during the nine-month period ended June 30,
1996 when compared to the 1995 period, partially offset by more favorable
interest rates. As of June 30, 1996, the Company's warehouse debt totaled
$142.8 million and bore interest at a weighted average rate of approximately
6.6%. As of June 1995, the Company's warehouse debt totaled $17.5 million and
bore interest at a weighted average interest rate of approximately 10.0%.

Other operating expenses increased to accommodate the significantly
expanded loan origination, loan servicing and loan securitization volumes
during the respective nine-month periods. Other operating expenses consist
primarily of Title I Program insurance premiums paid upon the origination of
Title I Loans, professional fees, rents and the costs associated with
marketing, underwriting, administration and servicing. The Company expects to
incur significantly greater marketing expenses subsequent to June 30, 1996
due to its strategy of increasing its brand name recognition, and its goal of
generating significantly larger amounts of Direct Loans.

The provision for possible credit losses increased from $2.3 million for
the nine months ended June 30, 1995 to $26.6 million for the nine months
ended June 30, 1996, an increase of $24.3 million or 1,057%. The increase was
primarily attributable to the 170.2% increase in volume of loans securitized
in the 1996 period ($427.2 million) compared to the 1995 period ($169.0
million) and to the fact that a greater amount of securitized loans in the
1996 period were Conventional Loans, which require the Company to provide for
a higher level of losses as compared to insured Title I Loans. To a lesser
extent, the increase is the result of (i) an increase of $2.5 million because
the default rate for a pool of Bulk Loans included in the 1995-2
securitization exceeded the estimates made at the time of the securitization,
which adjustment was determined in conformity with the Company's current
estimation methodology and (ii) an increase of $1.7 million taken for the
increased amount of loans held for sale on the Company's balance sheet.

Income tax expense increased from $2.7 million for the nine-month period
ended June 30, 1995, to $12.8 million for the nine-month period ended June
30, 1996, an increase of $10.1 million or 374.1%. The income tax expense was
recorded at statutory rates.

FISCAL YEAR ENDED SEPTEMBER 30, 1995
VERSUS FISCAL YEAR ENDED SEPTEMBER 30, 1994

The Company's total revenues increased to $33.9 million in fiscal 1995
from $29.8 million in fiscal 1994, an increase of $4.1 million or 13.7%.
Excluding the effect of the pooling of interests with FIRSTPLUS West, the
Company's total revenues increased to $29.0 million in fiscal 1995 from $2.4
million in fiscal 1994, an increase of $26.5 million or 1,084%. FIRSTPLUS
West's revenues for such periods decreased to $5.0 million from $27.4
million, as a result of increased interest rates, which adversely affected
its originations of first mortgages, which were primarily refinancings of
existing mortgages. The increase in the volume of strategic loans originated
and purchased by the Company and the commencement of the Company's
securitization program in fiscal 1995 was primarily responsible for this
increase in revenues, although interest, servicing and other income also
increased substantially during the 1995 fiscal year when compared to the 1994
fiscal year. The Company's securitization transactions resulted in Gain on
Sale, which is treated as a revenue item. Gain on Sale increased because the
Company was able to sell a larger volume of loans more efficiently through
securitization transactions, than through whole-loan sales.

Total expenses decreased from $24.7 million in fiscal 1994 to $24.2
million in fiscal 1995, a decrease of $500,000 or 2.2%. Excluding the effect
of the pooling of interests with FIRSTPLUS West, total expenses increased
from $3.1 million to $18.2 million, an increase of $15.1 million or 488%;
however, as a percentage of total revenues, total

23
<PAGE>

expenses decreased from 126.5% in fiscal 1994 to 62.8% in fiscal 1995. The
Company incurred an income tax expense of $3.9 million in fiscal 1995. As a
result of the improved revenues, net income increased from $5.2 million for
fiscal 1994 to net income of $5.8 million for fiscal 1995.

The following table sets forth information regarding the components of
the Company's revenues for the years ended September 30, 1994 and 1995:

YEAR ENDED SEPTEMBER 30,
------------------------
1994 1995
------- -------
(IN THOUSANDS)
Gain on sale of loans, before sharing . . . . . $27,671 $40,113
Sharing arrangements. . . . . . . . . . . . . . - (10,999)
------- -------
Gain on sale of loans, net (1). . . . . . . . 27,671 29,114
Interest income . . . . . . . . . . . . . . . . 1,845 2,860
Servicing income . . . . . . . . . . . . . . . 72 1,049
Other income. . . . . . . . . . . . . . . . . . 252 873
------- -------
Total . . . . . . . . . . . . . . . . . . . $29,840 $33,896
------- -------
------- -------
- ------------
(1) Gain on sale of loans, net, is net of sharing arrangements and the
premiums related to and costs of securitizations but not net of the Company's
related provision for possible credit losses.

Gain on Sale of loans, net, increased to $29.1 million in fiscal 1995
from $27.7 million in fiscal 1994, an increase of $1.4 million or 5.2%.
Excluding the effect of the pooling of interests with FIRSTPLUS West, Gain on
Sale of loans, net, increased to $25.1 million from $2.1 million, an increase
of $23.0 million or 1,110%. The increase was the result of the Company
beginning its securitization program in fiscal 1995 following the acquisition
of FIRSTPLUS Financial. The Company completed four securitizations in fiscal
1995 as compared to none in fiscal 1994.

The acquisition of FIRSTPLUS Financial allowed the Company to enter the
securitization market for Conventional Loans and Title I Loans by providing
the Company with a Title I Loan portfolio, which the Company could continue
to expand, and a servicing platform, which was necessary for the Company to
pursue a successful securitization strategy. Each of the Company's four
securitizations in fiscal 1995 included a majority of Title I Loans. The FHA
insurance associated with these loans was passed through to the
securitization investors. The following table sets forth certain data with
respect to each of the four securitizations completed in fiscal 1995:

1994-1 1995-1 1995-2 1995-3
------- ------- -------- -------
(DOLLARS IN THOUSANDS)
Loans sold . . . . . . . . . $46,768 $17,331 $104,935 $75,000
Overcollateralization . . . . - - - 1,750
------- ------- -------- -------
Total loans securitized . . . $46,768 $17,331 $104,935 $73,250
------- ------- -------- -------
------- ------- -------- -------
Gain on sale of loans, net. . $ 1,973 $ 2,623 $ 10,767 $11,214
Provision for possible
credit losses. . . . . . . . 704 800 1,485 2,181
------- ------- -------- -------
Gain on sale of loans, after
provision for possible
credit losses. . . . . . . . $ 1,269 $ 1,823 $ 9,282 $ 9,033
------- ------- -------- -------
------- ------- -------- -------
Net gain as a percentage of
total loans securitized
profit margin. . . . . . . . 2.7% 10.5% 8.8% 12.3%
Weighted average maturity of
certificates sold (yrs.) . . 7.5 12.3 13.3 17.1
Weighted average FICO score . 636 620 667 634

24
<PAGE>

Title I Loans as a
percentage of total loans
securitized. . . . . . . . . 90% 66.4% 92.1% 37.8%

The 1995-2 securitization included $8.3 million of Conventional Loans
originated by the Company and $10.0 million of Title I Loans originated by
the Company and $86.7 million of Title I Loans purchased by the Company in a
bulk purchase from Citizens Thrift & Loan ("Citizens"). These loans
represented 82.6% of the 1995-2 securitization. Conventional Loans originated
by the Company therefore totaled 45% of the total loans originated by the
Company and sold in the 1995-2 securitization (i.e., excluding Bulk Loans).
The 1995-3 securitization included $40.9 million of Conventional Loans and
$24.8 million of Title I Loans, or 62.2% and 37.8%, respectively, of the
loans securitized in the fourth quarter of fiscal year 1995. The Company
originated increasingly larger percentages of Conventional Loans with each
succeeding fiscal 1995 quarter.

In June 1995, the Company entered into the Warehouse Facility and the
Term Line. In exchange for entering into these facilities, the Warehouse
Lender was entitled to purchase from the Company, at its cost, a percentage
of the Excess Servicing Receivable earned from loan securitizations.
Additionally, the Excess Servicing Receivable generated from the 1994-1
securitization was shared with Farm Bureau, as it was the owner of a portion
of the loans that were securitized in the transaction.

For various reasons, including the existence of higher quality loan
pools with longer average lives and higher coupon rates, as well as a
declining interest rate environment, the Company's Gain on Sale before
sharing arrangements as a percentage of loans securitized increased from 7.9%
in the 1994-1 securitization to 17.3% in the 1995-3 securitization.

Due to the Company's ability to access the securitization markets,
whole-loan sales decreased during fiscal 1995. Whole-loan sale gains
decreased to $478,000 in fiscal 1995 from $777,000 in fiscal 1994, a decrease
of $300,000 or 39%.

The Company earned net discounts of $1.3 million in fiscal 1994, as
compared with net loan premiums of $826,082 in fiscal 1995. This represented
an average loan purchase price of 90% of par in fiscal 1994 and an average
loan purchase price of 100.4% of par in fiscal 1995. During fiscal 1995, the
Company significantly reduced its origination and purchases of loans to
borrowers it classifies as "D" credits in order to furnish securitization
investors with a higher grade investment. Additionally, in fiscal 1995, the
Company expanded its longer term relationships with larger independent
contractors and correspondents in order to increase its loan volume. Also,
the Company experienced greater competitive pressures during fiscal 1995, as
competitors became more familiar with the Title I product. The combination of
these three factors required the Company to buy its loans at greater prices
during fiscal 1995 as compared with fiscal 1994. The effect of this increase
in prices has been reduced by the increased volume of loans purchased by the
Company.

Interest income increased from $1.8 million during fiscal 1994 to $2.9
million in fiscal 1995, an increase of $1.0 million or 55%. Excluding the
effect of the pooling of interests with FIRSTPLUS West, interest income
increased from $143,000 in fiscal 1994 to $2.3 million in fiscal 1995, an
increase of $2.2 million or 1,543%; this increase was a result of the
Combination and the Company's securitization program. Interest income is
earned primarily from loans owned and accumulated by the Company for future
securitizations. During fiscal 1994, the Company's average monthly loan
portfolio was $19.2 million at par. During fiscal 1995, the Company's average
monthly loan portfolio was $21.5 million at par. The significant increase in
interest income is primarily due to the Company's increases in the average
monthly loan portfolio.

Servicing fee income increased from $72,000 in fiscal 1994 to $1.0
million in fiscal 1995. Servicing fees are approximately 1% of the
unamortized loan balance and are paid monthly. The Company's Serviced Loan
Portfolio at September 30, 1995 was $238.6 million; however, $83.1 million of
this amount is subserviced for the Company by Citizens as the Company elected
not to replace Citizens as the servicer when it acquired such loans from
Citizens in June 1995. The servicing fees earned by the Company for the loans
subserviced by Citizens are minimal. See "Business - Servicing Operations -
General."

Other income increased from $252,000 in fiscal 1994 to $873,077 in
fiscal 1995, an increase of $621,311 or 246.8%. Other income is proportional
to the Company's loan origination volume from selected dealers. It consists
primarily of loan application fees, which are funded by borrowers at closing.

25
<PAGE>

The following table sets forth information regarding the components of
the Company's expenses for the years ended September 30, 1994 and 1995:

YEAR ENDED SEPTEMBER 30,
------------------------
1994 1995
------- -------
(IN THOUSANDS)
Salaries and employee benefits . . . . $17,054 $10,110
Interest expense . . . . . . . . . . . 1,041 2,660
Other expenses . . . . . . . . . . . . 6,465 6,963
Provision for possible credit losses. . 125 4,420
------- -------
Total . . . . . . . . . . . . . . . $24,685 $24,153
------- -------
------- -------

Salaries and employee benefits decreased from $17.0 million in fiscal
1994 to $10.1 million in fiscal 1995, a decrease of $6.9 million or 40.7%.
Excluding the effect of the pooling of interests with FIRSTPLUS West,
salaries and employee benefits increased from $1.6 million in fiscal 1994 to
$6.2 million in fiscal 1995, an increase of $4.6 million or 295%. The
increase was attributable to the Company hiring additional personnel in order
to generate increased levels of loan originations and to manage the increased
servicing activity.

Interest expense increased from $1.0 million in fiscal 1994 to $2.7
million in fiscal 1995, an increase of $1.6 million or 155.7%. Excluding the
effect of the pooling of interests with FIRSTPLUS West, interest expense
increased from $198,000 in fiscal 1994 to $2.4 million in fiscal 1995, an
increase of $2.2 million or 1,120%; interest expense increased because of the
significant increases in warehouse debt and other debts incurred by the
Company during fiscal 1995 as a result of higher levels of loan originations
and purchases and the incurrence of securitization costs and increased
infrastructure costs. Total debt outstanding at September 30, 1994 was $5.6
million as compared with $36.6 million at September 30, 1995. As a percentage
of total revenues, interest expense increased from 3.5% in fiscal 1994
compared to 7.8% in fiscal 1995.

Other operating expenses increased from $6.5 million in fiscal 1994 to
$7.0 million in fiscal 1995, or 7.7%. Excluding the effect of the pooling of
interests with FIRSTPLUS West, other operating expenses increased from $1.2
million in fiscal 1994 to $5.1 million in fiscal 1995, an increase of $3.9
million or 328%. Other operating expenses increased in order to accommodate
the significantly expanded loan origination, loan servicing and loan
securitization volumes experienced by the Company during fiscal 1995. Other
operating expenses consist primarily of Title I Program insurance premiums
paid upon the origination of Title I Loans, professional fees, rents, and the
costs associated with marketing, underwriting, administration and servicing.

The provision for possible credit losses increased from $125,000 for
fiscal 1994 to $4.4 million for fiscal 1995, an increase of $4.3 million. The
provision increased primarily because no loans were securitized in fiscal
1994, and the Company securitized and sold $234.8 million of loans during
fiscal 1995. This provision for fiscal 1995 represented 1.9% of the loans
securitized and sold during the period.

Income tax expense was $3.9 million during fiscal year 1995. The income
tax expense was recorded at statutory rates, but was reduced by net operating
loss carryovers.

FISCAL YEAR ENDED SEPTEMBER 30, 1994
VERSUS FISCAL YEAR ENDED SEPTEMBER 30, 1993

The financial information below is comprised primarily of the financial
results of FIRSTPLUS West.

The following table sets forth information regarding the components of
the Company's revenues for the years ended September 30, 1993 and 1994:

26
<PAGE>
YEAR ENDED SEPTEMBER 30,
------------------------
1993 1994
------- -------
(IN THOUSANDS)
Gain on sale of loans, net (1) . . . . $17,115 $27,671
Interest income . . . . . . . . . . . . 145 1,845
Servicing income . . . . . . . . . . . - 72
Other income . . . . . . . . . . . . . 54 252
Total revenues. . . . . . . . . . . . $17,314 $29,840
------- -------
------- -------

(1) Gain on sale of loans, net, is net of sharing arrangements and the
premiums related to and costs of securitizations but not net of the Company's
related provision for possible credit losses.

Total revenues increased from $17.3 million in fiscal 1993 to $29.8
million in fiscal 1994, an increase of $12.5 million or 72%. Excluding the
effect of the pooling of interests with FIRSTPLUS West, total revenues
increased from $533,000 to $2.4 million, an increase of $1.9 million or 359%;
the increase was primarily the result of a 62% increase in Gain on Sale of
loans, net, during fiscal 1994, from $17.1 million to $27.7 million for
fiscal 1993 and 1994, respectively. All loan sales were made on a whole-loan
basis; there were no securitization transactions during fiscal 1993 or 1994.

The following table sets forth information regarding the components of
the Company's expenses for the years ended September 30, 1993 and 1994:

YEAR ENDED SEPTEMBER 30,
------------------------
1993 1994
------ -------
(IN THOUSANDS)
Salaries and employee benefits . . . . $7,265 $17,054
Interest expense. . . . . . . . . . . . 28 1,041
Other operating expenses. . . . . . . . 2,632 6,465
Other expenses. . . . . . . . . . . . . - 125
------ -------
Total expenses. . . . . . . . . . . . $9,925 $24,685
------ -------
------ -------

Total expenses increased from $9.9 million in fiscal 1993 to $24.7
million in fiscal 1994, an increase of $14.7 million or 149%. Excluding the
effect of the pooling of interests with FIRSTPLUS West, total expenses
increased from $714,000 to $3.1 million, an increase of $2.4 million or 333%;
this increase was primarily a result of increased employment and increased
operating costs, which accompanied the Company's increased loan origination
volume.

THREE MONTHS ENDED JUNE 30, 1996
VERSUS THREE MONTHS ENDED MARCH 31, 1996
VERSUS THREE MONTHS ENDED DECEMBER 31, 1995

The Company's total revenues increased to $51.4 million for the third
fiscal quarter ended June 30, 1996 from $33.8 million for the second fiscal
quarter ended March 31, 1996, a $17.6 million increase or 52.0%, and from
$23.5 million for the first fiscal quarter ended December 31, 1995, a $27.9
million increase or 118.9%. This increase is primarily due to increases in
the Company's Gain on Sale of loans, net, although the Company also
experienced significant increases in its interest income and its
origination-related income during these period. The increases in the
Company's total revenues and associated components thereof were due to the
Company's increase in originations of loans with FICO scores above 650, which
were sold primarily in securitization transactions. The increases in
originations not only resulted in significantly higher Gain on Sale
transactions but also contributed to higher levels of interest, servicing and
origination-related income prior to securitization and higher levels of
servicing income subsequent to securitization.

The following table sets forth information regarding the components of
the Company's revenue for the quarters ended December 31, 1995, March 31,
1996, and June 30, 1996:

27
<PAGE>

QUARTER ENDED
-------------------------------------
DECEMBER 31, MARCH 31, JUNE 30,
1995 1996 1996
------------ --------- --------
(IN THOUSANDS)
Gain on sale of loans, net(1). . $20,273 $28,220 $41,322
Interest income. . . . . . . . . 1,767 2,290 6,704
Servicing income . . . . . . . . 694 940 1,040
Other income . . . . . . . . . . 734 2,348 2,310
------- ------- -------
Total. . . . . . . . . . . . . $23,468 $33,798 $51,376
------- ------- -------
------- ------- -------

- -----------
(1) Gain on sale of loans, net, is net of sharing arrangements and the
premiums related to and costs of securitizations but not net of the Company's
related provision for possible credit losses.

Gain on Sale of loans, net, increased to $41.3 million for the quarter
ended June 30, 1996 from $28.2 million for the quarter ended March 31, 1996,
an increase of $13.1 million or 46.4%, and from $20.3 million for the quarter
ended December 31, 1995, an increase of $21.0 million or 103.8%. The Company
securitized and sold $217.9 million of loans during the quarter ended June
30, 1996, $124.7 million during the quarter ended March 31, 1996 and $84.5
million during the quarter ended December 31, 1995. This represented an
increase in the amount securitized and sold of $93.2 million and $40.2
million for the quarter ended June 30, 1996, as compared to the quarters
ended March 31, 1996 and December 31, 1995, or 74.7% and 47.5%, respectively.

The Company earned a weighted average 10.4% profit margin (the ratio of
its Gain on Sale of loans, net, as a percentage of loans securitized and
sold) on the loans it securitized and sold during the quarter ended June 30,
1996, compared to a 15.9% weighted average profit margin on the loans
securitized and sold during the quarter ended March 31, 1996, and compared to
a 15.9% weighted average profit margin on the loans securitized and sold
during the quarter ended December 31, 1995. These profit margin decreases
were the result of the Company's strategy of originating relatively high
quality loans, which are more costly to acquire than lower quality loans, and
increases in interest rates during the succeeding quarters.

The Company's increased securitization activity by quarter is directly
related to the increased originations of loans for each of the quarters ended
December 31, 1995, March 31, 1996, and June 30, 1996, respectively, as
adjusted for increased loan inventory levels. The Company was able to
increase its production of loans during each of the three quarters in the
nine-month period ended June 30, 1996, primarily because the Company was able
to substantially increase the size of its correspondent network. The Company
increased its Direct Loan originations from $684,000 to $5.1 million, to $8.5
million for the successive quarters.

Interest income increased to $6.7 million during the quarter ended June
30, 1996 from $2.3 million during the quarter ended March 31, 1996, and from
$1.8 million during the quarter ended December 31, 1995. The Company
securitizes its loans on a regular basis; however, it earns interest income
on the loans it originates prior to securitization. These increases of $4.4
million or 192.8% and $4.9 million or 279.4%, respectively, are a result of
the Company's significant increase in loan originations.

Servicing fee income increased to $1.0 million for the quarter ended
June 30, 1996 from $940,000 during the quarter ended March 31, 1996, and from
$694,000 during the quarter ended December 31, 1995. These increases of
$100,000 or 10.6% and $346,000 or 49.9%, are a result of a significant
increase in average loans serviced by the Company for the respective periods.
These increases in the Company's Serviced Loan Portfolio were the result of
the Company's increases in loan originations and securitizations during the
respective time periods.

Other income remained relatively stable at $2.3 million for the quarters
ended June 30, 1996 and March 31, 1996, and increased from $734,000 during
the quarter ended December 31, 1995. The increase of $1.6 million or 214.7%
is proportional to the Company's loan origination volume from selected
dealers. It consists primarily of loan application fees that are funded by
borrowers at closing.

The following table sets forth information regarding the components of
the Company's expenses for the three quarters in the period ended June 30,
1996:

28
<PAGE>

QUARTER ENDED
-------------------------------------
DECEMBER 31, MARCH 31, JUNE 30,
1995 1996 1996
------------ --------- --------
(IN THOUSANDS)
Salaries and employee benefits. . . . . $ 5,459 $ 7,699 $ 9,383
Interest expense. . . . . . . . . . . . 2,043 2,816 3,751
Other expenses. . . . . . . . . . . . . 3,761 5,100 8,458
Provision for possible credit losses. . 4,649 7,855 14,058
------- ------- -------
Total . . . . . . . . . . . . . . . . $15,912 $23,470 $35,650
------- ------- -------
------- ------- -------

Salaries and employee benefits increased to $9.4 million for the quarter
ended June 30, 1996 from $7.7 million for the quarter ended March 31, 1996,
an increase of $1.7 million or 21.9%, and from $5.5 million for the quarter
ended December 31, 1995, an increase of $4.0 million or 71.9%. The Company
employed 754 persons as of June 30, 1996, 632 persons as of March 31, 1996, a
19.3% increase, and 544 persons as of December 31, 1995, a 16.2% increase.
Although the number of employees increased during the three quarters in the
period ended June 30, 1996, the Company's employees were able to originate,
securitize and service a disproportionately larger amount of loan volume,
thereby generating disproportionately larger revenues per employee. The
Company earned $74,100 of revenue per average employee for the quarter ended
June 30, 1996, $57,500 of revenue per average employee for the quarter ended
March 31, 1996, and $49,300 of revenue per average employee for the quarter
ended December 31, 1995.

Interest expense increased to $3.8 million for the quarter ended June
30, 1996 from $2.8 million for the quarter ended March 31, 1996, an increase
of $935,000 or 33.2%, and from $2.0 million for the quarter ended December
31, 1995, an increase of $1.7 million or 83.6%. Interest expense increased
primarily due to the increase in the average outstanding balance of the
Company's warehouse debt during each of the three quarters in the period
ended June 30, 1996.

The Company's provision for possible credit losses increased from $4.6
million to $7.9 million and $14.1 million from the quarter ended December 31,
1995, to the quarter ended March 31, 1996, and the quarter ended June 30,
1996, respectively. The Company's provision for possible credit losses
increased proportionally to the Company's securitization volume.

Other operating expenses increased to accommodate the significantly
expanded loan origination, loan servicing and loan securitization volumes
during each of the quarters in the three-month period ended June 30, 1996.
Other operating expenses consist primarily of Title I program insurance
premiums paid upon the origination of Title I Loans, professional fees, rents
and the cost associated with marketing, underwriting, administration and
servicing.

Income tax expense increased to $6.0 million for the quarter ended June
30, 1996 from $3.9 million for the quarter ended March 31, 1996, an increase
of $2.0 million or 52.1%, and from $2.9 million for the quarter ended
December 31, 1995, an increase of $3.1 million or 108.2%. The income tax
expense was recorded at statutory rates.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations require continued access to financing sources.
The Company's primary operating cash requirements include the funding of (i)
loan originations and purchases, (ii) reserve accounts, over
collateralization requirements, fees and expenses incurred in connection with
its securitization transactions, (iii) tax payments due on the Company's
reported net income, which is based in large part on the Company's
recognition of Gain on Sale and (iv) ongoing administrative, marketing and
other operating expenses.

Adequate credit facilities and other sources of funding, which permit
the Company to fund its operating cash requirements and to securitize or sell
loans in the secondary market, are essential to the continuation of the
Company's ability to originate and purchase loans. After utilizing available
working capital, the Company borrows money to fund its loan originations and
purchases, and repays these borrowings as the loans are repaid or sold. Upon
the securitization or sale of loans and the subsequent repayment of the
borrowings, the Company's working capital and warehouse lines of credit then
become available to fund additional loan originations and purchases.

The Warehouse Facility is secured by loans originated or purchased by
the Company and bears interest payable monthly at the rate of 1.25% over the
commercial paper rate of the Warehouse Lender's parent (6.6% per annum as of

29
<PAGE>

September 30, 1996). The net interest advances under the Warehouse Facility
were and will continue to be incurred to originate and purchase loans. In
February 1996, the Company increased the Warehouse Facility from $100 million
to $130 million, extended its expiration to March 1997 and eliminated all
sharing arrangements.

The Company also has the Term Line with the Warehouse Lender, which is
secured by the Company's servicing rights and Excess Servicing Receivable.
This line of credit bears interest at the rate of 2.5% over the commercial
paper rate of the Warehouse Lender's parent (7.8% per annum as of September
30, 1996) with advances of principal amortized over 60 months. The Term Line
may be utilized for any working capital need; to date, however, the Company
has used the Term Line primarily to finance the Company's share of premium
costs, cost of issuance and initial reserve deposits for credit enhancement.
The Company may only borrow up to 65% of the value of the Company's Excess
Servicing Receivable (as calculated by the lender) under this facility. A
portion of the Excess Servicing Receivable earned upon the successful
execution of the 1995-2 and 1995-3 securitization was shared between the
Company and the Warehouse Lender as specified in the Term Line agreement. At
September 30, 1996, the Company had borrowed $62.5 million under this
facility and $7.5 million remained available for borrowing, subject to the
Company completing future securitizations. In January 1996, the Warehouse
Lender increased the Term Line from $20 million to $70 million, eliminated
the Term Line excess servicing arrangements effective with respect to the
1995-4 securitization (which was funded primarily in November and December
1995) and extended the expiration of the Term Line to March 1997. In order to
facilitate the increased size of the line, and to secure other modifications
favorable to the Company, Farm Bureau, BOCP II, Limited Liability Company
("BOCP II"), formerly Banc One Capital Partners II, Limited Partnership, Banc
One Capital Partners V, Ltd. ("BOCP V"), Ronald M. Mankoff and Phillips
Partners, Ltd. (the "Phillips Partnership") sold to the Warehouse Lender an
aggregate of 125,000 shares of Common Stock owned by them for $7.00 per share
and the Company issued to Warehouse Lender warrants to purchase 250,000
shares of Common Stock at an exercise price of $14.00 per share. See
"Description of Capital Stock - Registration Rights."

The Company has the $60 million Bank One Warehouse Facility, which is
secured by loans originated or purchased by the Company and expires on March
31, 1997. Interest is payable monthly and accrues at 1.25% over the
thirty-day federal funds rate. This warehouse facility has a loan advance
rate generally equal to the lesser of 97% of loan cost or market value of the
loan as determined by Bank One. At September 30, 1996, approximately $50.9
million was outstanding under this line of credit. Upon the repayment of
underlying loan principal payments or the sale or refinancing of the
underlying loans, this facility is paid down. In January 1996, the Company
increased the Bank One Warehouse Facility from $20 million to $40 million,
increased the advance rate from 95% to 97% of the value of its loans and
decreased the interest rate on the facility from prime plus 1% to federal
funds rate plus 1.25%. In June 1996, the Company increased the Bank One
Warehouse Facility from $40 million to $60 million.

In May 1996, the Company entered into the Bear Stearns Facility. The
term of the financing matures and is renewed on a daily basis. The interest
rate on the amount financed is computed on a daily basis and is paid monthly
in arrears. The agreement is not a committed facility; therefore, the Company
could incur a significant repurchase obligation in the event the lender is
unable or unwilling to continue with the repurchase agreement. In August
1996, the Company increased the Bear Stearns Facility from $200 million to
$300 million.

In August 1996, the Company sold the Notes in an aggregate principal
amount of $100 million.

As of September 30, 1996, the Company owed an aggregate of $7.0 million
principal amount of Subordinated Notes to BOCP II, BOCPV and Farm Bureau. The
Subordinated Notes are secured by certain assets of the Company, but are
subordinated to the rights of the warehouse lenders. Interest is payable
quarterly, and the Subordinated Notes may be prepaid with written consent of
the warehouse lenders without penalty.

At September 30, 1996, the Company also had certain other notes payable
totaling approximately $2.0 million with maturities in June 1998. In
addition, at September 30, 1996, FIRSTPLUS East had $9.2 million outstanding
under its $22.5 million warehouse facilities, primarily with Leader Federal
Bank of Bartlet, Tennessee, and FIRSTPLUS West had $33.9 million outstanding
under its $40 million warehouse facilities, primarily with Bank United of
Texas.

As indicated above, the Company's ability to continue to originate and
purchase loans is dependent, in large part, upon its ability to securitize or
sell the loans in the secondary market in order to generate cash proceeds for
new originations and purchases. The value of and market for the Company's
loans are dependent upon a number of factors, including general economic
conditions, interest rates and governmental regulations. Adverse changes in
such factors may

30
<PAGE>

affect the Company's ability to purchase, securitize or sell loans for
acceptable prices within a reasonable period of time. A prolonged,
substantial reduction in the size of the secondary market for loans of the
type originated or purchased by the Company may adversely affect the
Company's ability to securitize or sell loans in the secondary market, with a
consequent adverse impact on the Company's profitability and ability to fund
future originations and purchases.

As a result of the Company's increasing volume of loan originations and
purchases, and its expanding securitization activities, the Company has
operated, and expects to continue to operate, on a negative operating cash
flow basis, which is expected to increase as the volume of the Company's loan
purchases and originations increase and its securitization program grows. The
Company's operations provided $5.0 million and $3.7 million of cash in fiscal
1993 and fiscal 1994, respectively, and used $25.7 million and $177.1 million
of cash in fiscal 1995 and the nine months ended June 30, 1996, respectively.
The increase in the use of cash in operations is primarily related to the
cost of an enlarged infrastructure, employee base, and the costs that
accompany the Company's securitization strategy (which increases the Gain on
Sale of loans but reduces the amount of cash received on the sale of loans as
compared to whole-loan sales). In June 1996, the Commission declared
effective the Company's shelf registration statement covering up to $1
billion dollars of asset-backed securities. The Company's first drawdown
under this registration statement was the 1996-2 securitization. The Company
completed total securitizations in the amount of $234.8 million and $427.2
million for fiscal 1995 and the nine months ended June 30, 1996,
respectively. In connection with securitizations, the Company is required to
provide credit enhancements in the form of reserve accounts and/or
overcollateralizations. The accumulated amounts of such cash reserves are
reflected on the Company's balance sheet as "receivable from trusts" and
equaled $28.4 million as of September 30, 1996. These accounts cannot be used
by the Company for operating purposes. The Company's financings and investing
activities used cash in the amount of $4.0 million and $2.7 million in fiscal
1993 and fiscal 1994, respectively and generated cash in the amount $25.9
million and $176.5 million in fiscal 1995 and the nine months ended June 30,
1996, respectively. Cash from financing and investing activities increased
primarily due to additional borrowings related to the Subordinated Notes and
the various warehouse and term line facilities which have been used to fund
loan originations, working capital and securitization costs.

The increased use of securitization transactions as a funding source by
the Company has resulted in a significant increase in the amount of Gain on
Sale (from securitizations) recognized by the Company. During the nine months
ended June 30, 1996, the Company recognized Gain on Sale (from
securitizations) in the amount of approximately $78.6 million compared to
$25.6 for fiscal 1995. This Gain on Sale has a negative impact on the cash
flow of the Company since the Company may be required to pay state and
federal income taxes and must currently pay securitization costs, including
overcollateralization costs, in the period the income is recognized, although
the Company does not receive the cash representing the gain until later
periods as the related loans are repaid or otherwise collected. The Company
has funded these cash requirements primarily through its Term Line. The
Company had cash of approximately $23.2 million at September 30, 1996.

Based on the Company's anticipated rate of growth, the Company believes
that it will need to arrange additional warehouse lines of credit or other
financing sources within the next 90 days. The Company is currently
negotiating for increased and/or additional warehouse facilities. The
Company's existing warehouse lines of credit restrict its ability to incur
other indebtedness. The Company has no commitments for such increased and/or
additional financings, and there can be no assurance that the Company will be
successful in consummating any such financing transactions in the future or
on terms the Company would consider to be favorable. In such event, the
Company's growth and operations could be curtailed, which could have a
material adverse effect on the Company's results of operations and financial
condition. See "Risk Factors - Liquidity and Capital Resources."

IMPACT OF INFLATION

Increases in the inflation rate generally result in increased interest
rates. Since the Company borrows funds at a variable rate, increased interest
rates will increase the borrowing costs of the Company. Inflation will also
increase the operating costs of the Company. The Company may not be able to
pass on the effects of inflation and accompanying higher interest rates to
its borrowers due to usury or other regulatory restrictions or competitive
pressures.

SEASONALITY

The Company is affected by consumer demand for home improvements, which
is partially influenced by regional trends, economic conditions and personal
preferences. The Company's business is generally subject to seasonal trends,

31
<PAGE>

with home improvements generally peaking during the spring and summer seasons
and declining to lower levels in the fall and winter months. Delinquencies on
loan payments typically increase in November and December of each calendar
year.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," which
will primarily be applicable to the Company's securitization of receivables
as well as its repurchase agreements. SFAS No. 125 will require entities that
acquire or originate loans and subsequently sell or securitize those loans
with retained servicing rights to allocate the total cost of the loans to the
mortgage servicing rights and the mortgage loans. The Company will be
required to assess the servicing rights for impairment based upon the fair
value of those rights. SFAS No. 125 is effective only for transactions after
January 1, 1997. At this time, the Company has not determined what effect, if
any, that the adoption of SFAS No. 125 may have on the Company's results of
operations or financial condition for fiscal 1997.

32
<PAGE>
BUSINESS

The Company is a specialized consumer finance company that operates
under the trade name FIRSTPLUS. The Company originates, purchases, services
and sells consumer finance receivables, substantially all of which are home
improvement or debt consolidation loans secured by liens on real property.
The Company offers Conventional Loans and Title I Loans. The Company sells
substantially all of its Conventional Loans and Title I Loans primarily
through its securitization program and retains rights to service these loans.
For fiscal 1995 and the nine months ended June 30, 1996, the Company had
total revenues of $33.9 million and $108.6 million, respectively, Gain on
Sale of loans, net, of $29.1 million (of which $4.1 million is related to
non-strategic loans) and $89.8 million (of which $8.5 million is related to
non-strategic loans), respectively, and net income of $5.8 million and $20.8
million, or $0.56 per share and $1.70 per share, respectively. The Company
originated and purchased an aggregate of $227.9 million and $558.9 million of
strategic loans (including Bulk Loan purchases) in the fiscal year ended
September 30, 1995 and the nine months ended June 30, 1996, respectively.

The Conventional Loans originated by the Company in fiscal 1995 and the
nine months ended June 30, 1996 had an average principal amount of
approximately $17,426 and $26,929, respectively, and had interest rates
primarily ranging from 10.8% to 18.5% per annum. Conventional Loans
originated by the Company in fiscal 1995 and the nine months ended June 30,
1996 had a weighted average maturity of 14.6 years and 17.8 years,
respectively, an average FICO score of 629 and 658, respectively, and a
weighted average LTV (based on the principal amounts outstanding at June 30,
1996) of 91.7% and 109.2%, respectively. Title I Loans are insured, subject
to certain exceptions, for 90% of the principal balance and certain interest
costs. The Title I Loans originated by the Company in fiscal 1995 and the
nine months ended June 30, 1996 had an average principal amount of
approximately $15,160 and $16,620, respectively, and had interest rates
primarily ranging from 11.0% to 17.5% per annum. Title I Loans originated by
the Company in fiscal 1995 and the nine months ended June 30, 1996 had a
weighted average maturity of 15.2 years and 16.2 years, respectively, an
average FICO score of 613 and 630, respectively, and a weighted average LTV
(based on the principal amounts outstanding at June 30, 1996) of 89.2% and
102.4%, respectively.

The Company relies principally on the creditworthiness of the borrower,
and to a lesser extent on the underlying collateral, for repayment of
Conventional Loans and on the FHA co-insurance with respect to Title I Loans.
The Company uses its own credit evaluation criteria to classify its borrowers
as "A" through "D" credits. These criteria include, as a significant
component, the FICO score. The Company's borrowers typically have limited
access to consumer financing for a variety of reasons, primarily insufficient
home equity values and high levels of debt service to income. For fiscal 1995
and the nine months ended June 30, 1996, 76.7% and 95.5%, respectively, of
the Company's Conventional Loan originations were classified by the Company
as "B" borrowers or better and 62.7% and 56.7%, respectively, of the
Company's Title I Loans were so classified.

The Company's principal origination channel is its network of regional
independent correspondent lenders. Correspondent lenders tend to be
commercial banks, thrifts or finance companies that do not have the
infrastructure to hold and service portfolios of Conventional and Title I
Loans. The Company's correspondent lenders originate loans using the
Company's underwriting criteria and sell these loans to the Company. During
fiscal 1995 and the nine months ended June 30, 1996, the Company originated
Correspondent Loans of $81.9 million and $488.4 million, respectively,
representing 68.5% and 93.5%, respectively, of the Company's originations of
strategic loans during such periods.

To a lesser extent, the Company originates Direct Loans. The Company
originates Direct Loans through direct mail and advertising campaigns and
referrals from its nationwide network of independent home improvement
contractors. The Company is pursuing a strategy to increase its Direct Loan
originations because the Company believes that Direct Loans should prove to
be more profitable and allow the Company to have better control over the
quality and size of the Company's production. To achieve this goal, the
Company is attempting to develop national recognition of the FIRSTPLUS brand
name through increased advertising and the use of celebrity spokespersons,
such as Dan Marino, a professional football player with the Miami Dolphins.
The Company is expanding its direct mail and telemarketing campaigns, hiring
direct-to-consumer marketing professionals and increasing its local-market
presence by acquiring or opening additional branches. The Company originated
$906,000 and $14.3 million in Direct Loans in fiscal 1995 and the nine months
ended June 30, 1996, respectively, representing 0.8% and 2.7%, respectively,
of the Company's originations of strategic loans during such periods.

33
<PAGE>

Historically, the Company also originated Indirect Loans through
purchases from its nationwide network of independent home improvement
contractors. For fiscal 1995 and the nine months ended June 30, 1996, the
Company purchased $36.8 million and $19.8 million of Indirect Loans,
respectively. The Company has reduced its purchases of Indirect Loans and
increased its originations of Direct Loans through referrals from certain of
its independent home improvement contractors. In addition, the Company has
from time to time made selected purchases of Bulk Loans as another means of
increasing the amount of strategic loan originations. For fiscal 1995 and the
nine months ended June 30, 1996, the Company made bulk purchases of $108.4
million and $36.3 million, respectively.

As a result of the Company's recent acquisitions of FIRSTPLUS West and
FIRSTPLUS East, the Company acquired certain loan origination programs that
do not directly adhere to the Company's securitization parameters.
Consequently, these non-strategic loans originated through such programs are
sold to other lenders on a whole-loan basis with all servicing rights
released. The Company originated $83.4 million of non-strategic loans during
fiscal 1995 and $320.9 million during the nine months ended June 30, 1996.
The Company plans to convert the non-strategic loan operations to operations
that will originate strategic loans that meet the Company's current
securitization parameters.

The Company sells substantially all of the Conventional Loans and Title
I Loans it originates and purchases through its securitization program and
generally retains rights to service such loans. The Company sold through
eight securitization transactions approximately $234.8 million and $427.2
million of strategic loans during fiscal 1995 and the nine months ended June
30, 1996, respectively. The Company earns servicing fees on a monthly basis
ranging from 0.75% to 1.25% on the loans it services in the various
securitization pools. At June 30, 1996, the principal amount of strategic
loans in the Serviced Loan Portfolio was $750.5 million. The Serviced Loan
Portfolio includes strategic loans held for sale and securitized loans
serviced by the Company (including $72.7 million of loans subserviced by a
third party), and excludes non-strategic loans held for sale and loans that
FIRSTPLUS West services for others.

BUSINESS STRATEGY

The Company's goal is to become a leading consumer finance company. The
Company believes that it can increase its Serviced Loan Portfolio and the
volume of strategic loans available to be sold through securitization
transactions by increasing the volume of loans it originates, while
maintaining loan underwriting quality and customer service. To achieve this
goal, the Company has developed the following strategies:

RISK MANAGEMENT. The Company intends to maintain loan underwriting
quality by continuing to refine and employ its proprietary scoring technology
(which includes, as a significant component, the credit evaluation scoring
methodology developed by FICO). The Company expects to add personnel to its
loan processing staff and to utilize advancements in computer technology to
provide prompt turnaround, efficient underwriting procedures and accurate
credit verification. The Company will continue to refine its credit
information in order to improve its underwriting and its risk-based pricing
models. In addition, by focusing primarily on higher LTV home improvement
loans and debt consolidation loans, and reliance on the creditworthiness of
borrowers rather than the collateral, the Company believes that it will be
able to differentiate itself from other participants in the market.

PRODUCT ORIGINATION. The elements of this strategy include:

BUILDING A NATIONAL FRANCHISE. The Company intends to develop
consumer recognition of the FIRSTPLUS brand name through increased national
television and radio advertising, the use of celebrity spokespersons, such as
star quarterback Dan Marino, and through direct mailings and telemarketing.
In addition, through the acquisition of small loan consumer finance
companies, the Company will seek to obtain a platform of retail branch
locations from which it can distribute its products and develop brand name
recognition. It is anticipated that over the next 12 months the Company will
significantly increase its budget for advertising and marketing.

EXPANDING DIRECT LOAN ORIGINATION CHANNEL. The Company believes
that Direct Loans will become a larger percentage of its originations.
Moreover, based upon pricing, cost and quality, the Company believes Direct
Loans could become the Company's most profitable origination channel and
could decrease the Company's exposure to the competitive pricing pressures in
the Correspondent Loan market. In pursuit of that strategy, in November 1995
the Company acquired FIRSTPLUS East and in May 1996 the Company acquired
FIRSTPLUS West, each of which has certain direct-to-consumer lending
capabilities. The Company also intends to continue its hiring of
direct-to-consumer marketing professionals.

34
<PAGE>

INCREASING THE CORRESPONDENT LENDER NETWORK. The Company intends
to further develop its Correspondent Loan business by increasing the number
of its network of regional independent correspondent lenders, and will seek
to provide those lenders with computer "on-line" access to the Company's loan
approval process.

INCREASING INDEPENDENT HOME IMPROVEMENT CONTRACTOR REFERRALS. The
Company will continue to reduce its purchases of Indirect Loans and will use
certain of its independent home improvement contractors for more profitable
Direct Loan referrals.

HIRING EXPERIENCED MANAGEMENT. In order to effectively manage its
growth, the Company intends to continue to pursue the hiring of experienced
personnel to expand its marketing, underwriting and servicing capabilities.

LOAN PRODUCTS

The Company originates Conventional and Title I Loans. Each of those
products is typically secured by a mortgage lien, although the Company
occasionally originates unsecured Title I Loans. The loans funded by the
Company are used for debt consolidation and a wide variety of home
improvement projects, such as exterior/interior finishing, structural
additions, roofing, plumbing, heating and insulation. The Company lends to
borrowers in various credit categories. See "- Underwriting."

The table below presents for strategic and non-strategic loans the loan
production and the weighted average coupon ("WAC") for each quarter since the
beginning of fiscal 1995, subdivided into Conventional and Title I Loans:

35
<PAGE>
LOAN PRODUCTION AND WAC

<TABLE>
THREE MONTHS ENDED
-------------------------------------------------------------------------------------------------------
DECEMBER 31, 1994 MARCH 31, 1995 JUNE 30, 1995 SEPTEMBER 30, 1995
--------------------- ------------------------- ------------------------- ------------------------
DOLLARS #UNITS WAC DOLLARS #UNITS WAC DOLLARS #UNITS WAC DOLLARS #UNITS WAC
------- ------ ----- ------- ------ ------ -------- ------ ----- -------- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STRATEGIC LOANS
Correspondent Loans:
Conventional....... $ - - -% $ 2,114 146 15.48% $ 682 75 14.94% $ 33,698 1,407 14.74%
Title I............ - - - 4,950 232 13.61 13,571 665 13.52 26,851 1,774 13.74
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total............ $ - - -% $ 7,064 378 13.64% $ 14,253 740 13.66% $ 60,549 3,181 14.22%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Indirect Loans:
Conventional....... $ 4,248 390 15.80% $ 5,303 442 16.25% $ 7,022 497 15.77% $ 7,249 509 15.12%
Title I............ 2,719 256 15.56 2,968 278 15.56 3,690 333 14.97 3,612 311 14.24
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total............ $ 6,967 646 15.76% $ 8,271 720 16.02% $ 10,712 830 15.48% $ 10,861 820 14.79%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Direct Loans:
Conventional....... $ - - -% $ - - -% $ - - -% $ 310 13 15.54%
Title I............ - - - 16 2 15.26 454 30 15.07 126 8 15.14
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total............ $ - - -% $ 16 2 15.26% $ 454 30 15.07% $ 436 21 15.42%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Bulk Loans:
Conventional....... $ 108 25 -% $ 2,063 142 -% $ 12,392 1,036 -% $ 1,454 108 -%
Title I............ - - - 4,606 336 - 86,695 5,907 - 1,034 289 -
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total............ $ 108 25 -% $ 6,669 478 -% $ 99,087 6,943 -% $ 2,488 397 -%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total Strategic Loan
Production:
Conventional....... $ 4,356 415 15.80% $ 9,480 730 16.03% $ 20,096 1,608 15.70% $ 42,711 2,037 14.81%
Title I............ 2,719 256 15.56 12,540 848 14.34 104,410 6,935 13.86 31,623 2,382 13.80
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total............ $ 7,075 671 15.76% $22,020 1,578 14.92% $124,506 8,543 14.45% $ 74,334 4,419 14.31%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
NON-STRATEGIC LOANS
Total Non-strategic
Loan Production..... $14,308 289 9.43% $11,809 465 12.06% $ 18,784 683 11.94% $ 38,522 1,023 9.84%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
Total Loan
Production.......... $21,383 960 10.11% $33,829 2,043 13.54% $143,290 9,226 13.31% $112,856 5,442 12.68%
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----
------- --- ----- ------- ----- ----- -------- ----- ----- -------- ----- -----

<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------
DECEMBER 31, 1995 MARCH 31, 1996 JUNE 30, 1996
---------------------- ------------------------ -------------------------
DOLLARS #UNITS WAC DOLLARS #UNITS WAC DOLLARS #UNITS WAC
-------- ------ ----- -------- ------ ------ -------- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STRATEGIC LOANS
Correspondent Loans:
Conventional....... $ 73,165 2,871 14.77% $100,021 3,817 14.45% $233,343 8,141 14.63%
Title I............ 44,098 2,930 13.72 19,118 924 13.63 18,672 917 13.95
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total............ $117,263 5,801 14.39% $119,139 4,741 14.32% $252,015 9,058 14.58%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
Indirect Loans:
Conventional....... $ 4,290 312 14.90% $ 2,590 161 14.60% $ 1,525 85 13.53%
Title I............ 5,023 370 14.74 3,245 249 14.73 3,108 226 14.05
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total............ $ 9,313 682 14.80% $ 5,835 410 14.68% $ 4,633 311 13.87%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
Direct Loans:
Conventional....... $ 573 25 16.78% $ 4,893 174 15.77% $ 8,256 332 16.19%
Title I............ 111 4 15.71 237 12 15.97 277 17 15.62
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total............ $ 684 29 16.60% $ 5,130 186 15.78% $ 8,533 349 16.16%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
Bulk Loans:
Conventional....... $ 36,309 1,303 -% $ - - -% $ - - -%
Title I............ - - - - - - - - -
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total............ $ 36,309 1,303 -% $ - - -% $ - - -%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total Strategic Loan
Production:
Conventional....... $114,337 4,511 14.79% $107,504 4,152 14.51% $243,124 8,558 14.68%
Title I............ 49,232 3,304 13.83 22,600 1,185 13.81 22,057 1,160 13.99
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total............ $163,569 7,815 14.43% $130,104 5,337 14.39% $265,181 9,718 14.62%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
NON-STRATEGIC LOANS
Total Non-strategic
Loan Production..... $ 61,424 1,153 9.38% $141,129 1,948 8.33% $118,325 1,760 9.15%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
Total Loan
Production.......... $224,993 8,968 13.07% $271,233 7,285 11.82% $383,506 11,478 13.43%
-------- ----- ----- -------- ----- ----- -------- ------ -----
-------- ----- ----- -------- ----- ----- -------- ------ -----
</TABLE>

36
<PAGE>

CONVENTIONAL LOANS. A Conventional Loan is a non-insured consumer loan
specifically undertaken for debt consolidation and/or to pay for home
improvement projects. Substantially all of the Conventional Loans originated
by the Company are secured by second mortgage liens. The Company relies
principally on the creditworthiness of the borrower, and to a lesser extent
on the underlying collateral, for repayment of Conventional Loans. The
average size of a Conventional Loan made by the Company during fiscal 1995
and the nine months ended June 30, 1996 was approximately $17,426 and
$26,929, respectively.

The following table sets forth the outstanding balance and lien position
of Conventional Loans in the Serviced Loan Portfolio, excluding loans
subserviced by others, as of June 30, 1996:

LIEN POSITION
AT JUNE 30, 1996

OUTSTANDING PERCENTAGE
BALANCE OF TOTAL
----------- ----------
(IN THOUSANDS)
First lien . . . . . . . $ 9,726 1.7%
Second lien . . . . . . . 537,988 95.6
Third lien or greater . . 13,465 2.4
Unsecured . . . . . . . . 1,634 0.3
-------- -----
Total. . . . . . . . . $562,813 100.0%
-------- -----
-------- -----

TITLE I LOANS. The National Housing Act of 1934 (the "NHA") authorized
the creation of the FHA and the Title I Program. Under the NHA, the FHA is
authorized and empowered to insure qualified lending institutions, such as
the Company, against losses on eligible loans. Several types of loans may be
made under the Title I Program, including property improvement loans to
finance the alteration, repair or improvement of existing single family,
multifamily and non-residential structures.

Under the Title I Program, loan processing and credit determination
procedures are carried out by the lending institution. Each lender is
required to use prudent lending standards in underwriting individual loans.
Under the Title I Program, the FHA does not review individual loans at the
time of approval, except when the amount of a Title I Program loan would
result in any borrower having a total unpaid principal obligation on all
Title I Loans in excess of $25,000, in which case approval must be obtained
from HUD. The interest rate and any discount points for Title I Loans are
negotiated and agreed to by the customer and the lender, and must be fixed
for the entire term of the loan. No equity is required in the property
subject to improvement for loans of $25,000 or less. Title I Loans are fully
amortizing with maximum terms to maturity of 20 years. All borrowers are
required to possess one-half vested interest or more in the property subject
to improvement and are qualified based upon their ability to make monthly
payments rather than on the loan-to-value ratio on the underlying real estate
collateral.

The Title I Program is an insurance program. A loan owner under the
Title I Program assumes the risk of losing up to 10% of the principal balance
on every loan, plus certain expenses submitted to the FHA for an insurance
claim, plus a portion of the interest on such loans. The FHA insures the
remaining 90% of the principal balance of each loan and certain interest
costs, provided that the owner has not depleted its loss reserve account
established with HUD and the loan was originated within HUD guidelines. The
HUD loss reserve account balance is adjusted by HUD as claims are paid and
new Title I Loans are acquired. If at any time claims exceed the loss reserve
balance, the remaining Title I Loans will be uninsured until the reserve
account balance is increased by new loan originations or purchases. When
Title I Loans are securitized, all loss reserves related to the securitized
loans are transferred to the securitization trust. As a result, the Company's
loss reserve account is significantly reduced after each of the Company's
securitization transactions until new originations or purchases replenish the
Company's HUD loss reserve account.

The loan owner generally pays to HUD an insurance charge equal to 0.5%
of the loan amount, multiplied by the number of years of the loan term. For
any loan having a maturity of 25 months or less, payment of the entire
insurance charge is due on the 25th calendar day after the date HUD
acknowledges the loan report. Loans with terms in excess of 25 months are to
be paid to HUD annually. In the case of a default or a loan deemed to be
uncollectible, a claim for reimbursement of loss is prepared and submitted to
HUD. The claim must be filed no later than 270 days after the

37
<PAGE>

date of default. The loan owner is reimbursed in an amount not to exceed 90%
of the loss computed upon the unpaid amount of the obligation including
uncollected interest earned through the date of default and interest on the
unpaid amount of the loan obligation from the date of default to the date the
claim is accepted by HUD plus 15 days calculated at the rate of 7% per annum.
Claims are typically reimbursed by HUD within 90 days of receipt of the
claim. At June 30, 1996, Title I Program claims in process totaled $2.1
million.

The average size of a Title I Loan originated by the Company for fiscal
1995 and during the nine months ended June 30, 1996 was approximately $15,160
and $16,620 respectively. During fiscal 1994, fiscal 1995 and the nine months
ended June 30, 1996, originations of Title I Loans accounted for
approximately 43.8%, 48.1% and 18.0%, respectively, of the Company's total
strategic loans originated.

LOAN ORIGINATION CHANNELS

The Company originates Correspondent Loans through its network of
regional correspondent lenders, and Direct Loans through (i) referrals from
independent home improvement contractors and (ii) direct marketing efforts.
Direct Loans are originated by the Company through traditional direct mail,
telemarketing techniques and advertising, although this origination process
is new for the Company. Historically, the Company originated Indirect Loans
through the Company's network of independent home improvement contractors.
Recently, however, the Company discontinued its purchases of Indirect Loans
and began using certain of its larger independent home improvement
contractors for Direct Loan referrals. From time to time the Company makes
selected purchases of Bulk Loans as another means of increasing the Serviced
Loan Portfolio. As a result of its recent acquisitions, the Company makes
certain non-strategic loans, which the Company intends to discontinue.

The following table sets forth the dollar amount and average loan amount
of Correspondent Loans, Indirect Loans, Direct Loans and Bulk Loans, each as
subdivided into Conventional Loans and Title I Loans, included in the
Serviced Loan Portfolio as of June 30, 1996, excluding loans subserviced by a
third party:

SERVICED LOAN PORTFOLIO
AS OF JUNE 30, 1996

CONVENTIONAL TITLE I
LOANS LOANS TOTAL
------------ ------------ ------------
Correspondent Loans:
Total dollar amount . . . . . . $395,339,165 $ 90,118,152 $485,457,314
Average loan amount . . . . . . 26,662 18,376 24,603
Indirect Loans:
Total dollar amount . . . . . . 24,434,283 57,652,196 82,086,479
Average loan amount . . . . . . 12,887 6,641 7,761
Direct Loans:
Total dollar amount . . . . . . 680,855 664,788 1,345,643
Average loan amount . . . . . . 20,632 11,871 15,120
Bulk Loans:
Total dollar amount . . . . . . 91,794,239 17,200,979 108,995,218
Average loan amount . . . . . . 24,803 13,827 22,042
Total:
Total dollar amount . . . . . . 512,248,542 165,636,115 677,884,654
Average loan amount . . . . . . 25,039 11,128 19,180

CORRESPONDENT LOANS. Correspondent Loans are originated and closed by
independent correspondent lenders in accordance with the Company's own
underwriting standards and are subsequently purchased by the Company.
Commencing in the second quarter of fiscal 1995, the Company implemented a
Correspondent Loan program. During fiscal 1995 and the nine months ended June
30, 1996, the Company purchased approximately $81.9 million and $488.4
million of Correspondent Loans, respectively. The Company typically purchases
Correspondent Loans at or above the par value of such loans. The average
principal amount of Correspondent Loans originated during fiscal 1995 and the
nine months ended June 30, 1996 was $19,043 and $24,919, respectively. The
Company anticipates that its correspondent operations will continue to expand
and represent the majority of its overall business in the short-to-mid-term.

38
<PAGE>

The Company's Correspondent Loan program involves the purchase of both
Conventional Loans and Title I Loans from independent correspondent lenders
with whom the Company maintains ongoing relationships. These lenders are
usually situated in local markets where they are able to contact borrowers
and independent home improvement contractors directly. Correspondent lenders
tend to be commercial banks or finance companies that lack the infrastructure
to hold and service portfolios of Conventional or Title I Loans. Instead,
these entities concentrate on originating loans and then selling that
production at a premium.

The Correspondent Loan program benefits the Company by providing a
cost-effective means for the Company to market to borrowers who are not
easily accessible by the Company. Furthermore, the correspondent agreements
require that the selling institution warrant the validity and enforceability
of the loan, thereby reducing the risk of fraud or improper documentation. In
the event such warranty is breached, the Company may require the
correspondent lender to repurchase such loan. The Correspondent Loan market
is very competitive, and loans sold by correspondent lenders are generally
priced at a premium of between 2% to 7% over par value, as compared to
purchase prices at par or slightly below par for loans originated by the
Company through indirect and direct channels.

The Company currently purchases Correspondent Loans in 27 states from
278 independent correspondent lenders. During fiscal 1995 and the nine months
ended June 30, 1996, approximately 79.8% and 59.8%, respectively (by dollar
volume), of the Company's Correspondent Loans were originated from 10
independent correspondent lenders. The Company allows independent correspondent
lenders to participate in the Company's correspondent operations only after a
review of their reputation, consumer finance lending experience and financial
condition, including a review of references, credit history and financial
statements. The development of new independent correspondent lender
relationships is directed by marketing managers.

Generally, the independent correspondent lender prepares the loan
application, assembles the supporting documentation and processes the loan. Once
the loan package is complete, it is submitted to the Company's Correspondent
Loan underwriting personnel, who review each loan package and, in some cases,
perform independent employment and credit verification and arrange for a review
of the appraisal, if any, submitted with the loan package. Each Correspondent
Loan is separately underwritten by the Company in accordance with the Company's
own underwriting standards. See "--Underwriting." If the loan package meets the
Company's underwriting criteria, the Correspondent Loan is closed by the
originating lender and then purchased by the Company. The Company typically
approves the loan within two business days of a complete loan package being
submitted by the correspondent lender.

DIRECT LOANS. The Company originated approximately $906,000 and
$14.3 million principal amount of Direct Loans in fiscal 1995 and the nine
months ended June 30, 1996, respectively. Recently, the Company began using
certain of its larger independent home improvement contractors for Direct Loan
referrals. Direct Loans are typically originated through direct mailings,
telemarketing and advertising. The Direct Loan origination channel is the
Company's newest marketing strategy and is designed to decrease the costs and
increase the volume, size and quality of its loan originations. The Company will
target its marketing efforts at creditworthy homeowners who qualify as
candidates for home improvement projects or have debt consolidation needs, but
have little equity in their homes. Direct Loan borrowers typically pay fees that
range between 3% to 7% of the loan amount at closing. Management believes that
this program will distinguish the Company from other major home lenders as its
FIRSTPLUS name recognition increases.

Direct Loan applications are processed and underwritten by Company
personnel and are funded directly by the Company. Of all Direct Loans funded in
fiscal 1995 and the nine months ended June 30, 1996, 75.2% and 90.5%,
respectively, were made to borrowers who the Company classified as "B" credits
or better. For Direct Loans originated during fiscal 1995 and the nine months
ended June 30, 1996, the average principal amount was $17,094 and $25,438,
respectively, the weighted average term to maturity was 182 months and
194 months, respectively, for Title I Loans and 175 months and 213 months,
respectively, for Conventional Loans, the weighted average interest rate was
14.9% and 14.5%, respectively, for Title I Loans and 15.4% and 16.2%,
respectively, for Conventional Loans.

BULK PURCHASES. The Company occasionally makes bulk purchases of pools of
home improvement and debt consolidation loans. Bulk Loans are originated and
closed by various lenders that package the loans and then sell them in pools to
financing companies such as the Company. Although the Company has significantly
reduced its Bulk Loan purchases and instead has focused on Direct and
Correspondent Loans, the Company may choose to compete in this loan origination
channel again in subsequent quarters. The Company generally has purchased Bulk
Loans from finance companies and savings and loan associations through a
competitive bidding process. For example, in June 1995, the

39
<PAGE>

Company purchased a portfolio of $86.7 million in Title I Loans from
Citizens, and in December 1995, the Company purchased $36.3 million in
Conventional Loans from GE Capital Corp. The pools were included in the
Company's 1995-2, 1996-1 and 1996-2 securitizations. The Company typically
purchases such loans at between 1% and 5% above the par value of such loans.

The Company reviews the Bulk Loan portfolio to ensure that it
substantially complies with the Company's underwriting criteria. For larger
Bulk Purchases, the Company generally hires a third party to undertake the
review process, which consists of reviewing either all loans in the portfolio
or a sample of loans, depending on the size of the portfolio. Since the
Company usually must purchase the entire portfolio being offered, some
individual loans may not meet the Company's underwriting standards.

INDIRECT LOANS. Recently, the Company began reducing its purchases of
Indirect Loans and began using certain of its larger independent home
improvement contractors for Direct Loan referrals. The Company does not
anticipate continuing its Indirect Loan Program after fiscal 1996. Under the
Indirect Loan program, the Company provides financing through independent
home improvement contractors. Over the past several years, the Company has
established a network of over 1,000 independent home improvement contractors
in approximately 44 states, through which it originates a significant portion
of its Conventional and Title I Loans. No independent home improvement
contractor accounted for more than 5% of the Company's originations in fiscal
1995 or the nine months ended June 30, 1996. The Company's Indirect Loans are
typically funded at 95% or more of par for Conventional Loans and at par for
Title I Loans. The average principal amount of Indirect Loans originated
during fiscal 1995 and the nine months ended June 30, 1996 was $12,205 and
$14,099, respectively.

Under the Contractor Agreement, a participating contractor represents
that it will only submit loans to the Company that satisfy criteria
established by the Company and will comply with applicable federal and state
laws. The Contractor Agreement may be terminated for any reason by either
party upon 10 days' prior written notice. In the event of a breach of the
representations and warranties of the Contractor Agreement, the independent
home improvement contractor is obligated to repurchase the loan for the
Company's remaining cost plus certain expenses incurred in connection with
the loan.

NON-STRATEGIC LOANS. The Company acquired FIRSTPLUS East primarily to
use its direct mail capabilities as a platform from which to expand the
Company's Direct Loan program. FIRSTPLUS East began developing its Direct
Loan program for marketing strategic loans during 1995 and has conducted
Direct Loan mailings in the markets it serves in North and South Carolina.
FIRSTPLUS East's historical operations consist of originating first lien home
mortgage loans, including residential construction loans. FIRSTPLUS East
originates these loans through its eight locations in North and South
Carolina. Prior to its acquisition by the Company, FIRSTPLUS East sold its
first mortgage production as a correspondent lender to various third-party
financial institutions. The Company intends to discontinue originating first
mortgage loans.

In addition, the Company acquired FIRSTPLUS West, a former correspondent
lender to the Company. FIRSTPLUS West is an originator of Conventional and
Title I Loans and originated approximately $211.2 million of non-strategic
(primarily subordinate lien) loans during the nine months ended June 30,
1996. These loans were sold through third-party financial institutions on a
whole-loan basis, servicing released. FIRSTPLUS West originates non-strategic
Loans through its retail offices in Seattle, Denver and Atlanta and through
an 80-person telemarketing division in Denver. Over time, the Company intends
to phase out the origination of FIRSTPLUS West's non-strategic loan products
and to emphasize FIRSTPLUS West's strategic Direct Loan products.

UNDERWRITING

The Company's underwriting group primarily operates out of the Company's
Dallas, Texas headquarters. The Company receives loan applications from its
network of independent correspondent lenders and independent home improvement
contractors via facsimile machines. In addition, individuals respond to the
Company's direct marketing program by United States mail or through direct
telephone contact with Company representatives. Loan applications are
monitored by the Company's tracking department to ensure prompt turnaround,
efficient underwriting procedures and accurate credit verification. The loan
processing staff prepares an application file by obtaining credit bureau
reports, highlighting any significant credit events and prioritizing
applications that need immediate attention before submitting the application
to the appropriate loan underwriter. The Company applies the same
underwriting criteria to Correspondent

40
<PAGE>

Loans. The Company's underwriters have an average of seven years of banking,
finance and consumer loan experience. The Company has put in place a credit
policy that provides a number of guidelines to assist underwriters in the
credit decision process.

Loans are classified by the Company into four gradations of quality,
from "A" to "D" credits. The Company's methodology for determining loan
quality considers primary credit characteristics, and a series of parameters
based on property types. Primary characteristics include the borrower's FICO
score, debt-to-income ratio, mortgage credit history, consumer credit
history, bankruptcies, foreclosures, notice of defaults, deed in liens and
repossessions. The Company believes that the most important credit
characteristics are the borrower's FICO score and debt-to-income ratio, the
latter of which, generally, may not exceed 45% of the applicant's gross
income. The Company is currently developing an algorithm based on the
consumer credit file, which, when coupled with the FICO score (a dominant
factor used in assessing the consumer credit file), provide a means to assess
the applicant's probability of default. The algorithm utilized by the Company
includes such edit checks as age, present delinquency review, minimum
satisfactory rated accounts and maximum derogatory counters. The Company's
algorithm, when developed, will act as a cutoff, segregating likely deficit
candidates from the entire pool of applicants in an automated fashion. The
primary factors operate based upon the lowest common denominator principle
and determine parameters to be followed for that loan. The parameters limit
the size of the loan and loan-to-value by grade and property type. Generally,
there are no loan-to-value restrictions for Title I Loans.

On Direct Loans, the Company may disburse the loan proceeds directly to
the borrower upon closing. On Indirect Loans, the proceeds are disbursed to
the independent home improvement contractor upon proof of completion of the
improvement. Indirect Loan qualification procedures require the borrower or
contractor to submit photos of the improvements and a certificate certifying
completion of the improvement for which the loan proceeds were disbursed,
signed by the borrower and contractor. In addition, the Company tape records
a telephone conversation, with the borrower's consent, in which the borrower
answers certain questions and confirms that the improvements have been
completed for all Direct Loans. HUD requires that an on-site inspection of
the improvements be made within six months of completion.

SERVICING OPERATIONS

GENERAL. The Company services all of the loans it originates or
purchases at its headquarters in Dallas, Texas, except for $72.7 million of
loans subserviced by Citizens and $97.9 million of loans, including $19.2
million of non-strategic loans, currently serviced at FIRSTPLUS West's Denver
location (which are expected to be transferred to Dallas by October 1, 1996).
Prior to the Combination and the acquisition of FIRSTPLUS Financial's loan
servicing operations, SFAC did not service any of its loans. See
"--Combination." The Company's servicing includes collecting and remitting
loan payments, accounting for principal and interest, contacting delinquent
borrowers, handling borrower defaults, recording mortgages and assignments,
investor and securitization reporting and management portfolio reporting. It
is the Company's strategy to grow and build its Serviced Loan Portfolio.

The Company receives a servicing fee based on a percentage of the
declining principal balance of each loan serviced. Servicing fees are
collected by the Company out of the borrower's monthly loan payments. In
addition, the Company, as servicer, receives most late and assumption charges
paid by the borrower, as well as other miscellaneous fees for performing
various loan servicing functions. In connection with the $86.7 million Bulk
Loan purchase from Citizens, the Company permitted Citizens to continue as
subservicer of the purchased portfolio for a fee equal to one percent of the
underlying loan balance (as collected). The Company made this decision in
exchange for paying a lower purchase price for the loan portfolio. Although
the Company intends to service substantially all Bulk Loans purchased in the
future, the Company may again choose to allow the prior servicer to continue
as servicer if the Company believes that it is economically beneficial for
the Company. In general, such a decision by the Company should have an
immaterial effect on the Company's results of operations and financial
condition.

The Serviced Loan Portfolio is subject to reduction by normal monthly
payments, by prepayments, foreclosures and chargeoffs. In general, revenues
from the Serviced Loan Portfolio may be adversely affected as interest rates
decline and loan prepayments increase. In some states in which the Company
currently operates, prepayment fees may be limited or prohibited by
applicable state law. In addition, the Company's ability to collect
prepayment fees under certain circumstances will be restricted in future
periods under recently enacted laws. Prepayment fees are prohibited on all
Title I Loans. See "- Regulation."

41
<PAGE>

The Company originates loans from 44 states. The following table
summarizes the loans in the Serviced Loan Portfolio by geographic location as
of June 30, 1996:

GEOGRAPHIC CONCENTRATION OF STRATEGIC LOANS
AS OF JUNE 30, 1996

LOANS PERCENT
-------- -------
(DOLLARS IN THOUSANDS)
STATE:
California . . . . . . . . . . . . . . . . . . $452,828 60.3%
Arizona . . . . . . . . . . . . . . . . . . . 37,073 4.9
Nevada . . . . . . . . . . . . . . . . . . . . 34,692 4.6
Texas . . . . . . . . . . . . . . . . . . . . 29,958 4.0
Colorado . . . . . . . . . . . . . . . . . . . 25,502 3.4
All others (39 states) . . . . . . . . . . . . 170,476 22.8
-------- -----
Total. . . . . . . . . . . . . . . . . . . . $750,529 100.0%
-------- -----
-------- -----

DELINQUENCIES AND FORECLOSURES. The Company's collection operations
include customer complaint monitoring, resolution of inspection
discrepancies, daily delinquency maintenance, legal remedies and HUD claims.
Loans originated or purchased by the Company are generally secured by
mortgages, deeds of trust, security deeds or deeds to secure debt, depending
upon the prevailing practice in the state in which the property securing the
loan is located. Depending on local law, foreclosure is effected by judicial
action or nonjudicial sale, and is subject to various notice and filing
requirements. In general, the borrower, or any person having a junior
encumbrance on the real estate, may cure a monetary default by paying the
entire amount in arrears plus other designated costs and expenses incurred in
enforcing the obligation during a statutorily prescribed reinstatement
period. Generally, state law controls the amount of foreclosure expenses and
costs, including attorneys' fees, that may be recovered by a lender. After
the reinstatement period has expired without the default having been cured,
the borrower or junior lienholder no longer has the right to reinstate the
loan and must pay the loan in full to prevent the scheduled foreclosure sale.

Typically, the Company has chosen not to pursue foreclosures due to the
costs involved. The Company may pursue foreclosure as an alternative in its
default management process. The Company evaluates loans and determines
whether foreclosure is economically and procedurally the most viable
alternative for collection of each loan that is in default. For loans that
reach the later states of delinquency (typically more than 91 days), a loan
work-up is initiated. This work-up outlines the type of loan (Title I or
Conventional Loan), lien position (first or junior) and other qualification
information. An appraisal is ordered from a select group of qualified
appraisers approved by the Company in order to assess property value and
calculate potential equity. If this initial assessment suggests that equity
exists above certain thresholds, the Company will order a title opinion from
a qualified source. The title opinion reveals lien position as well as any
potential tax delinquency issues or judgments. Upon completion of this
work-up, the recovery potential is assessed. For Title I Loans, if the
recovery potential approximates 100% of the principal balance plus a
pre-determined amount, the loan is considered for foreclosure. If this
potential recovery is not met, the loan will be referred to HUD as a claim.
For Conventional Loans, a determination is made on the partial or full
recovery of principal balance and associated expense. If the recovery
potential is sufficient from a cost/benefit/loss perspective, the Company may
initiate foreclosure proceedings. If the evaluations indicate that
foreclosure offers no economic advantage to the Company, it may be determined
to secure and file a judgment against the borrower instead of pursuing
further foreclosure efforts and incurring additional costs.

The Company's loans under the Title I Loan Program are eligible for HUD
insurance; this insurance insures 90% of Title I Loans, provided that the
Company has not depleted its loss reserve account established with HUD and
provided the loans were originated within applicable HUD guidelines. The
balance in the loss reserve account is adjusted by HUD as claims are paid and
new Title I Loans are originated or purchased. At June 30, 1996, claims in
process for all loans serviced by the Company were approximately $2.1
million. If at any time claims exceed the Company's or any securitization
trust's loss reserve balance, the remaining Title I Loans will be uninsured
until the respective reserve account balance is increased by new loan
originations or purchases. The Company's Conventional Loans are non-insured.

42
<PAGE>

The following tables set forth delinquency, loss and default information
with respect to the Serviced Loan Portfolio at the dates and for the periods
indicated:

DELINQUENCY CHARACTERISTICS
OF THE SERVICED LOAN PORTFOLIO

<TABLE>
FIRSTPLUS FINANCIAL (1) COMPANY
---------------------------- --------------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1995 JUNE 30, 1996
1993 1994 ----------------------- -----------------------
TITLE I TITLE I TITLE I CONVENTIONAL TITLE I CONVENTIONAL
LOANS LOANS LOANS LOANS LOANS LOANS
------- ------- ------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Delinquent loans as a percentage
of loans serviced (period end):
31-60 days.................... 3.1% 2.5% 2.1% 1.0% 2.4% 0.7%
61-90 days.................... 0.8 0.8 0.7 0.8 1.2 0.3
91 days and over.............. 2.9 3.6 1.9 2.8 4.2 0.9
--- --- --- --- --- ---
Total....................... 6.8% 6.9% 4.7% 4.6% 7.8% 1.9%
--- --- --- --- --- ---
--- --- --- --- --- ---
</TABLE>

- -----------
(1) Data is presented for FIRSTPLUS Financial because prior to October 4,
1994 the Company did not have servicing operations and because the servicing
operations of FIRSTPLUS West for such periods related primarily to non-
strategic loans.

LOSS AND DEFAULT CHARACTERISTICS
OF THE SERVICED LOAN PORTFOLIO

<TABLE>

FIRSTPLUS (1) COMPANY
------------------------ ---------------------------------
YEAR ENDED
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
SEPTEMBER 30, 1995 JUNE 30, 1996
------------------------ ------------ ------------------
1993 1994
----- -----
<S> <C> <C> <C> <C>
Net losses as a percentage of the average
Serviced Loan Portfolio (2) . . . . . . . 0.39% 0.44% 0.04% 0.06%
Defaults as a percentage of the average
Serviced Loan Portfolio (2) . . . . . . . 2.04% 2.64% 0.69% 0.90%
</TABLE>

(2) The average Serviced Loan Portfolio is calculated by adding the
beginning and ending balances for the fiscal year and dividing the sum by
two.

While the preceding tables generally indicate that the Company is
experiencing declining delinquency, loss and default rates on its Serviced
Loan Portfolio as a whole, such rates have followed the historical trends on
a pool-by-pool basis, which trends assume increased rates of delinquencies
over time. Although such increases to date have been within the parameters
anticipated by the Company at the time of each securitization, there can be
no assurance that such rates will not continue to increase. Loans selected by
the Company to contribute to the securitization trusts generally possess
reduced delinquency, default and loss rates due to certain requirements of
the securitization trusts and to the Company's own policy with regard to
selecting loans to contribute. As these loans age, the securitization trusts
will tend to experience gradual increases in delinquency, default and loss
rates as the securitized loans trend toward historically higher delinquency,
default and loss rates. The overall decline in such rates on the Serviced
Loan Portfolio is principally due

43
<PAGE>

to the increased volume of loans originated by the Company. The Company
calculates its delinquency and default rates by dividing the amount of
delinquent or defaulted loans in the Serviced Loan Portfolio by the total
Serviced Loan Portfolio. Since the Company is originating higher volumes of
new loans that, due to their lack of seasoning, tend to have lower
delinquency and default rates, the Company's overall delinquency and default
rates have decreased. See "- Securitization."

44
<PAGE>

DELINQUENCY AND DEFAULTS FOR THE COMPANY'S SECURITIZATIONS

As of September 30, 1995
Current........................ $34,868,000 91.3% $15,139,000 92.5% $96,420,000 96.0% $65,297,000 99.4%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
31-60 days..................... $ 1,387,000 3.6% $ 453,000 2.8% $ 1,800,000 1.8% $ 199,000 0.3%
61-90 days..................... 473,000 1.3 250,000 1.5 793,000 0.8 191,000 0.3
91 days and over............... 1,444,000 3.8 526,000 3.2 1,433,000 1.4 30,000 0.0
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Total........................ $ 3,304,000 8.7% $ 1,229,000 7.5% $ 4,026,000 4.0% $ 420,000 0.6%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 71,000 0.2% $ -- 0.0% $ -- 0.0% $ -- 0.0%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
As of December 31, 1995
Current........................ $32,363,000 91.3% $14,259,000 93.0% $91,198,000 94.6% $72,189,000 98.0%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
31-60 days..................... $ 1,778,000 5.0% $ 444,000 2.9% $ 2,080,000 2.2% $ 947,000 1.3%
61-90 days..................... 379,000 1.1 204,000 1.3 785,000 0.8 229,000 0.3
91 days and over............... 939,000 2.6 425,000 2.8 2,345,000 2.4 317,000 0.4
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Total........................ $ 3,096,000 8.7% $ 1,073,000 7.0% $ 5,210,000 5.4% $ 1,493,000 2.0%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 987,000 2.4% $ 490,000 3.0% $ 558,000 0.6% $ -- 0.0%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
As of March 31, 1996
Current........................ $30,713,649 94.2% $13,811,292 93.8% $86,622,634 93.9% $69,665,579 96.1%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
31-60 days..................... $ 905,179 2.8% $ 278,372 1.9% $ 1,491,122 1.6% $ 1,295,274 1.8%
61-90 days..................... 239,990 0.7 125,908 0.9 838,610 0.9 549,267 0.8
91 days and over............... 793,467 2.4 508,113 3.4 3,330,116 3.6 970,070 1.3
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Total........................ $ 1,938,636 5.9% $ 912,393 6.2% $ 5,659,848 6.1% $ 2,814,611 3.9%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 185,054 0.5% $ 105,556 0.7% $ 471,493 0.5% $ 97,304 0.1%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
As of June 30, 1996
Current........................ $28,168,294 93.0% $13,019,667 92.9% $81,073,528 92.8% $66,219,920 93.8%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
31-60 days..................... $ 855,792 2.8% $ 398,922 2.8% $ 1,820,636 2.1% $ 1,287,665 1.8%
61-90 days..................... 297,607 1.0 130,923 0.9 823,536 0.9 732,604 1.0
91 days and over............... 970,497 3.2 475,344 3.4 $ 3,700,779 4.2 $ 2,429,046 3.4
----------- ----- ----------- ----- ----------- ----- ----------- -----
Total........................ $ 2,123,896 7.0% $ 1,005,189 7.1% $ 6,344,951 7.2% $ 4,449,315 6.2%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 199,381 0.6% $ 225,326 1.6% $ 1,110,712 1.2% $ 137,237 0.2%
----------- ----- ----------- ----- ----------- ----- ----------- -----
----------- ----- ----------- ----- ----------- ----- ----------- -----

As of September 30, 1995
Current........................

31-60 days.....................
61-90 days.....................
91 days and over...............

Total........................

Defaults/Defaults as a
percentage of average
monthly balance..............

As of December 31, 1995
Current........................ $74,663,000 99.7%
----------- -----
----------- -----
31-60 days..................... $ 218,000 0.3%
61-90 days..................... 16,000 0.0
91 days and over............... 25,000 0.0
----------- -----
----------- -----
Total........................ $ 259,000 0.3%
----------- -----
----------- -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ -- 0.0%
----------- -----
----------- -----
As of March 31, 1996
Current........................ $77,427,295 98.5% $117,918,981 99.3%
----------- ----- ------------ -----
----------- ----- ------------ -----
31-60 days..................... $ 617,991 0.8% $ 326,276 0.3%
61-90 days..................... 225,096 0.3 361,219 0.3
91 days and over............... 275,033 0.4 74,722 0.1
----------- ----- ------------ -----
----------- ----- ------------ -----
Total........................ $ 1,118,120 1.5% $ 762,217 0.7%
----------- ----- ------------ -----
----------- ----- ------------ -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 40,000 0.1% $ -- 0.0%
----------- ----- ------------ -----
----------- ----- ------------ -----
As of June 30, 1996
Current........................ $73,917,023 95.9% $113,928,024 97.4% $208,420,466 99.8%
----------- ----- ------------ ----- ------------ -----
----------- ----- ------------ ----- ------------ -----
31-60 days..................... $ 1,283,481 1.7% $ 1,511,784 1.3% $ 427,930 0.2%
61-90 days..................... 782,049 1.0 638,324 0.6 -- 0.0
91 days and over............... 108,581 1.4 860,779 0.7 $ 28,385 .01
----------- ----- ------------ ----- ------------ -----
Total........................ $ 3,149,111 4.1% $ 3,010,887 2.6% $ 456,315 .21%
----------- ----- ------------ ----- ------------ -----
----------- ----- ------------ ----- ------------ -----
Defaults/Defaults as a
percentage of average
monthly balance.............. $ 100,109 0.1% $ -- 0.0% $ -- 0.0%
----------- ----- ------------ ----- ------------ -----
----------- ----- ------------ ----- ------------ -----
</TABLE>

45
<PAGE>

MANAGEMENT INFORMATION SYSTEMS

The Company's servicing operations are currently operated on an IBM
AS/400-based system. Management believes that the Company's existing computer
capacity will be sufficient through fiscal 1997 but has begun to implement a
program to upgrade and expand its current systems. Such plan includes
upgrading and enhancing the Company's current "front-end" origination and
servicing systems. In addition, the Company is evaluating certain document
imaging technologies and direct "on line" communications with correspondent
lenders. Management believes that such advances should increase the
efficiency of the Company's underwriting and servicing operations.

SECURITIZATION

In fiscal 1995 and the nine months ended June 30, 1996, substantially
all of the loans originated or purchased by the Company were sold through
securitization transactions. The Company intends to execute securitizations
regularly; however, there can be no assurance that it will be able to do so.
The Company sold through eight securitization transactions approximately
$234.8 million and $427.2 million of loans during fiscal 1995 and the nine
months ended June 30, 1996, respectively.

In a securitization transaction, investors purchase pass-through
certificates evidencing fractionalized but undivided beneficial ownership
interests in a pool of loans sold to a grantor trust. The principal and
interest payments on the pooled loans, less the servicing fee and certain
expenses, are distributed by the trust to the senior certificate holders and
to the Company as beneficial holder of the Excess Serving Receivable. In some
cases the Company retains an unrated subordinate certificate that provides
additional credit enhancement to the senior certificate.

The pooling and servicing agreements that govern the distribution of
cash flows from the loans included in the securitization trusts require
either (i) the establishment of a reserve account that may be funded with an
initial cash deposit by the Company or (ii) the overcollateralization of the
trust intended to result in receipts and collections on the loans that exceed
the amounts required to be distributed to holders of interests. The Company's
interest in each reserve account and overcollateralized amount is reflected
in the Company's Financial Statements as "Receivable from trusts." To the
extent that borrowers default on the payment of principal or interest on the
loans, losses will be paid out of the reserve account or will reduce the
overcollateralization to the extent that funds are available. The reserve
account or overcollateralization account will thereafter be replenished, to
the extent required by each securitization pooling and servicing agreement,
to the extent of the appropriate Excess Servicing Receivable related to each
securitization pool. If payment defaults exceed the amount in the reserve
account or the amount of overcollateralization, as applicable, the Company's
insurance policy, if applicable, will pay any further losses experienced by
holders of the senior interests in the related trust to the extent these
interests are insured; however, the Excess Servicing Receivable will not be
paid until the insurer and the trust are repaid for any losses. At June 30,
1996 the Company's reserve accounts in its securitizations totaled $7.8
million. Sharing agreements required third parties to maintain certain
reserve accounts in the trusts as of June 30, 1996 totaling $2.6 million. The
outstanding securitized loan balance was $614.0 million as of June 30, 1996.

The Company may be required either to repurchase or to replace loans
that do not conform to the representations and warranties made by the Company
in the pooling and servicing agreements entered into when the loans are
pooled and securitized. To the extent these nonconforming loans breach a
warranty made by a correspondent lender or the seller of such loan, the
Company may require the correspondent lender or seller to repurchase the
nonconforming loan; however, there is no assurance that the correspondent
lender will have the financial capability to purchase the loan.

HOME IMPROVEMENT INDUSTRY

Home improvement lending is a large, highly fragmented industry. In
recent years, a trend toward consolidation has developed. From the standpoint
of individual owners, the Company believes that this trend results from
family succession issues, a desire for liquidity and increasing tax estate
planning and regulatory complexities, as well as the increasing competitive
threat posed by larger lenders. From the standpoint of such larger lenders,
it appears that the consolidation trend is driven by the benefits derived
from economies of scale, improved managerial control and strategic planning.

Preliminary data from the U.S. Census Bureau indicates that 1994 home
improvement spending totaled $115.5 billion, representing a 6.7% increase
over total expenditures of $108.3 billion in 1993. Management believes that
the amount of home improvements financed in 1994 was a significant percentage
of the total home improvement market. Of

46
<PAGE>

the home improvements financed in 1994, $739 million were single family home
improvement loans under the Title I Program. Through August 1995, single
family Title I Loans totaling $799 million were originated, representing a
77% increase in the dollar amount of loans funded over the same period in the
prior year.

While there are many factors driving the home improvement market the
Company believes that appreciation of housing values is a key factor driving
the growth of the industry. Other factors that affect the growth of the
industry include aging and turnover rates of the housing stock, the length of
time the homeowner has lived in the home and real rental rates.

COMPETITION

The consumer finance market is highly competitive and fragmented. The
Company competes with a number of finance companies providing financing
programs to individuals who cannot qualify for traditional financing. To a
lesser extent the Company competes with commercial banks, savings and loan
associations, credit unions, insurance companies and captive finance arms of
major manufacturing companies that tend to currently apply more traditional
lending criteria. Many of these competitors or potential competitors are
substantially larger and have significantly greater capital and other
resources than the Company. In fiscal 1995 and the nine months ended June 30,
1996, approximately 68.5% and 93.5%, respectively, of the Company's loans
originated were Correspondent Loans (excluding bulk purchases), which are
expected to remain a significant part of the Company's loan production
program. As a purchaser of Correspondent Loans, the Company is exposed to
fluctuations in the volume and price of Correspondent Loans resulting from
competition from other purchasers of such loans, market conditions and other
factors. In addition, Fannie Mae has purchased and is expected to continue to
purchase significant volumes of Title I Loans on a whole-loan basis.
Purchases by Fannie Mae could be made from sources from which the Company
also purchases loans. To the extent that purchasers of loans, such as Fannie
Mae, enter, or increase their purchasing activities in, the markets in which
the Company purchases loans, competitive pressures may decrease the
availability of loans or increase the price the Company would have to pay for
loans, a phenomenon that has occurred with respect to Title I Loans. In
addition, increases in the number of companies seeking to originate loans
tends to lower the rates of interest the Company can charge borrowers,
thereby reducing the potential value of subsequently earned Gain on Sale of
loans. To the extent that any of these lenders or Fannie Mae significantly
expand their activities in the Company's market, or to the extent that new
competitors enter the market, the Company could be materially adversely
affected. However, by focusing primarily on higher LTV home improvement loans
and debt consolidation loans and reliance on the creditworthiness of the
borrower rather than the collateral, the Company believes it is able to
differentiate itself from other participants in the market.

Some of the Company's competitors include Green Tree Financial
Corporation, The Money Store Inc., American General Finance Corp. and USAA
Federal Savings Bank. From time to time in particular geographic areas local
competition may be able to offer more favorable rates; however, the Company
believes it can compete effectively by offering superior service, prompt
credit review and a variety of financing programs.

REGULATION

The operations of the Company are subject to extensive regulation,
supervision and licensing by federal, state and local governmental
authorities. Regulated matters include, without limitation, loan origination,
credit activities, maximum interest rates and finance and other charges,
disclosure to customers, the terms of secured transactions, the collection,
repossession and claims handling procedures utilized by the Company, multiple
qualification and licensing requirements for doing business in various
jurisdictions and other trade practices.

The Company's loan origination activities are subject to the laws and
regulations in each of the states in which those activities are conducted.
The Company's activities as a lender are also subject to various federal laws
including the Truth in Lending Act ("TILA"), the Real Estate Settlement
Procedures Act ("RESPA"), the Equal Credit Opportunity Act ("ECOA"), the Home
Mortgage Disclosure Act ("HMDA") and the Fair Credit Reporting Act ("FCRA").

TILA and Regulation Z promulgated thereunder contain disclosure
requirements designed to provide consumers with uniform, understandable
information with respect to the terms and conditions of loans and credit
transactions in order to give them the ability to compare credit terms. TILA
also guarantees consumers a three-day right to cancel certain credit
transactions, including loans of the type originated by the Company.
Management of the Company believes that it is in compliance with TILA in all
material respects. If the Company was found not to be in compliance with
TILA, aggrieved

47
<PAGE>

borrowers could have the right to rescind their loan transactions with the
Company and to demand the return of finance charges paid to the Company.

In September 1994, the Riegle Community Development and Regulatory
Improvement Act of 1994 (the "Riegle Act") was enacted. Among other things,
the Riegle Act makes certain amendments to TILA. The TILA amendments, which
became effective in October 1995, generally apply to mortgage loans ("covered
loans") with (i) total points and fees upon origination in excess of the
greater of eight percent of the loan amount or $400, or (ii) an annual
percentage rate of more than 10 percentage points higher than comparably
maturing United States Treasury securities. A substantial majority of the
loans originated or purchased by the Company are covered by the Riegle Act.

The TILA amendments impose additional disclosure requirements on lenders
originating covered loans and prohibit lenders from originating covered loans
that are underwritten solely on the basis of the borrower's home equity
without regard to the borrower's ability to repay the loan. The Company
believes that only a small portion of its loans originated since fiscal 1994
are of the type that, unless modified, are prohibited by the TILA amendments.
The Company applies to all covered loans underwriting criteria that take into
consideration the borrower's ability to repay.

The TILA amendments will also prohibit lenders from including prepayment
fee clauses in covered loans to borrowers with a debt-to-income ratio in
excess of 50% or covered loans used to refinance existing loans originated by
the same lender. The Company reported immaterial amounts of prepayment fee
revenues in fiscal 1993, 1994, 1995 and the nine months ended June 30, 1996.
The Company will continue to collect prepayment fees on loans originated
prior to effectiveness of the TILA amendments and on non-covered loans, as
well as on covered loans in permitted circumstances. Because the TILA
amendments did not become effective until October 1995, the level of
prepayment fee revenues were not affected in fiscal 1995, but the level of
prepayment fee revenues may decline in future years. The TILA amendments
impose other restrictions on covered loans, including restrictions on balloon
payments and negative amortization features, which the Company does not
believe will have a material effect on its operations.

The Company is also required to comply with ECOA, which prohibits
creditors from discriminating against applicants on the basis of race, color,
sex, age or marital status. Regulation B promulgated under ECOA restricts
creditors from obtaining certain types of information from loan applicants.
It also requires certain disclosures by the lender regarding consumer rights
and requires lenders to advise applicants of the reasons for any credit
denial. In instances where the applicant is denied credit or the rate or
charge for loans increases as a result of information obtained from a
consumer credit agency, another statute, the Fair Credit Reporting Act of
1970, as amended, requires lenders to supply the applicant with the name and
address of the reporting agency. The Company is also subject to RESPA and is
required to file an annual report with HUD pursuant to the HMDA.

In addition, the Company is subject to various other federal and state
laws, rules and regulations governing, among other things, the licensing of,
and procedures that must be followed by, mortgage lenders and servicers, and
disclosures that must be made to consumer borrowers. Failure to comply with
these laws may result in civil and criminal liability and may, in some cases,
give consumer borrowers the right to rescind their mortgage loan transactions
and to demand the return of finance charges paid to the Company.

In the course of its business, the Company may acquire properties
securing loans that are in default. See "Servicing Operations Delinquencies
and Foreclosures." There is a risk that hazardous or toxic waste could be
found on such properties. In such event, the Company could be held
responsible for the cost of cleaning up or removing such waste, and such cost
could exceed the value of the underlying properties.

Because the Company's business is highly regulated, the laws, rules and
regulations applicable to the Company are subject to subsequent modification
and change. There are currently proposed various laws, rules and regulations
which, if adopted, could have an adverse effect on the Company. There can be
no assurance that these proposed laws, rules and regulations, or other such
laws, rules or regulations, will not be adopted in the future that could make
compliance much more difficult or expensive, restrict the Company's ability
to originate, broker, purchase or sell loans, further limit or restrict the
amount of commissions, interest and other charges earned on loans originated,
brokered, purchased or sold by the Company, or otherwise adversely affect the
business or prospects of the Company.

48
<PAGE>

COMBINATION

The Company was incorporated in Nevada in October 1994, to combine the
operations of SFAC, a Conventional Loan originator and FIRSTPLUS Financial,
an approved Title I Loan originator and servicer. The Company entered into an
agreement with the shareholders of SFAC and with Farm Bureau, which at the
time was an affiliate of a principal shareholder of FIRSTPLUS Financial,
whereby the shareholders of SFAC exchanged their common and preferred stock
of SFAC and Farm Bureau exchanged its common stock of FIRSTPLUS Financial for
common and preferred stock of the Company. Effective October 4, 1994,
FIRSTPLUS Financial and SFAC became wholly owned subsidiaries of the Company,
with the shareholders of SFAC controlling the voting shares of the Company.
For accounting purposes, the Combination was treated as a purchase of
FIRSTPLUS Financial by the Company, and SFAC was accounted for at book value
in a manner similar to a pooling of interests as a transaction between
entities under common control. In connection with the Combination, each of
SFAC and FIRSTPLUS Financial changed their respective fiscal year end from a
calendar year end to a September 30 year end.

EMPLOYEES

At June 30, 1996 the Company employed 754 persons: 218 primarily in loan
origination, 71 primarily in loan servicing and the rest in various other
clerical and administrative functions. Of the total number of employees at
such date, 291 were located at the Company's headquarters in Dallas, Texas,
and 463 at the Company's other offices. None of the Company's employees is
subject to a collective bargaining agreement, and the Company believes that
its relations with its employees are good.

PROPERTIES

The executive and administrative offices of the Company are located at
1250 West Mockingbird Lane, Dallas, Texas 75247, and consist of approximately
113,431 square feet. The lease on the premises extends through January 31,
2003 and the current annual rental is approximately $1.2 million.

The Company also leases space for 31 of its offices. These facilities
aggregate approximately 28,000 square feet, with an annual aggregate base
rental of approximately $300,000. The terms of these leases vary as to
duration and escalation provisions. In general, the leases expire through
April 1999.

The Company believes that its facilities are adequate for its current
needs, but it may need additional space within the next 12 months. The
Company believes that additional space is available for future expansion.

LEGAL PROCEEDINGS

The Company is involved from time to time in routine litigation
incidental to its business. However, the Company believes that it is not a
party to any material pending litigation which, if decided adversely to the
Company, would have a significant adverse effect on the business, income,
assets or operations of the Company. The Company is not aware of any material
threatened litigation that might involve the Company.

49
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table and the descriptions below set forth certain
information regarding the directors and executive officers of the Company as of
November 5, 1996.

NAME AGE POSITION
---- --- --------

Daniel T. Phillips... 47 Chairman of the Board, President, Chief Executive
Officer and Director
Eric C. Green........ 41 Executive Vice President and Chief Financial
Officer
Gene O'Bryan......... 41 Executive Vice President and Chief Production
Officer
John Fitzgerald...... 47 Director
Daniel J. Jessee..... 43 Director
Paul Seegers......... 66 Director
Sheldon I. Stein..... 43 Director

All officers are appointed by and serve at the discretion of the Board
of Directors. Directors serve for one-year terms or until their successor is
duly elected and qualified.

DANIEL T. PHILLIPS--Mr. Phillips has served as President and Chief
Executive Officer of the Company since October 1994 and as Chairman of the
Board since October 1996. Mr. Phillips served as President and Chief
Executive Officer of SFAC from March 1993 to October 1994. During the period
from October 1992 to March 1993, Mr. Phillips was self-employed, primarily
engaging in the purchase and sale of consumer receivables. From February 1989
to October 1992, Mr. Phillips served as President and Chief Executive Officer
of LinCo Financial Corporation, a factoring firm, in Sacramento, California.
In March 1993, LinCo Financial Corporation commenced a Chapter 11 proceeding
under the federal bankruptcy laws, which was converted to a Chapter 7
proceeding in April 1993. Such proceeding is still ongoing. From November
1986 to October 1988, Mr. Phillips served as President and Chief Executive
Officer of American Equities Financial Corporation.

ERIC C. GREEN-- Mr. Green has served as Executive Vice President and
Chief Financial Officer of the Company since March 1995. For approximately
four years prior to beginning his tenure with the Company, Mr. Green operated
his own tax consulting practice where his responsibilities included
consulting with the Company in connection with the Combination and the
Company's first securitization transaction. Prior to consulting, Mr. Green
worked for Arthur Young & Company and Grant Thornton & Company as a Certified
Public Accountant for approximately 10 years.

GENE O'BRYAN--Mr. O'Bryan has served as Executive Vice President and
Chief Production Officer of the Company since April 1996. From April 1994 to
April 1996, Mr. O'Bryan served as Senior Vice President--Sales and Marketing
of CountryWide Funding, a first mortgage originator. Mr. O'Bryan served as
President and Chief Operating Officer of Alliance Costal Credit Corporation,
a home-equity lender, from June 1992 to April 1994, and served as President
of Spring Mountain Credit Corporation, an auto finance lender, from December
1987 to June 1992.

JOHN FITZGERALD--Mr. Fitzgerald has served as a Director of the Company
since September 1995. Mr. Fitzgerald is Executive Vice President of Dexter &
Company, an independent insurance agency and has held that position since
1989. Prior to joining Dexter & Company in 1989, Mr. Fitzgerald was a
professional football player with the Dallas Cowboys for 12 years.

DANIEL J. JESSEE--Mr. Jessee has served as a Director of the Company
since September 1995. Mr. Jessee currently serves as Vice Chairman of Banc
One Capital Corporation and has managed its Structured Finance Group since
1990. Mr. Jessee was employed in senior and other investment banking
capacities with Rotan Mosle Inc., Meuse, Rinker, Chapman, Endres and Brooks
and E.F. Hutton & Co.

PAUL SEEGERS--Mr. Seegers has served as a Director of the Company since
September 1995. Mr. Seegers currently serves as President of Seegers
Enterprises, a company engaged in ranching, farming, oil and gas, real estate

50
<PAGE>

and general investments. He is also a Director and Chairman of the Executive
Committee of Centex Corporation, the largest homebuilder in the United States
and a Director of Oryx Energy Company. Mr. Seegers retired as Chairman of the
Board from Centex Corporation in 1991, where he held various senior executive
positions during his 30-year tenure including Chief Executive Officer and
President.

SHELDON I. STEIN-- Mr. Stein has served as a Director of the Company
since April 1996. Mr. Stein has served as a Senior Managing Director of Bear,
Stearns & Co. Inc. since August 1986. Mr. Stein is a director of Cinemark
USA, Inc., AMRE, Inc., Fresh America Corp., CellStar Corporation, The Men's
Wearhouse, Inc. and Tandycrafts, Inc.

OTHER SIGNIFICANT EMPLOYEES

RICK CARLIN-- Mr. Carlin, age 44, has served as Senior Vice President of
Indirect Loan Production since June 1995 and has held other various positions
with the Company and SFAC since January 1994. From August 1993 to January
1994, Mr. Carlin was a consultant to the Company. From April 1992 to August
1993, Mr. Carlin served as Vice President, Secretary and Treasurer of Eagle
Capital Mortgage, Ltd., a home improvement mortgage company in Dallas, Texas.
From September 1985 to February 1992, Mr. Carlin served in various
capacities, most recently as a Senior Vice President, with Union Mortgage
Company, Inc., a consumer finance company in Dallas, Texas.

DUNCAN Y. CHIU--Mr. Chiu, age 43, has served as Vice President
Servicing since June, 1996. From January 1992 to June, 1996 Mr. Chiu served
as Vice President--Loan and Administration Department for Beal Banc, S.A.
From October 1989 to January 1992 Mr. Chiu served as Vice President/District
Manager of Republic Realty Services, Inc.

CHRISTOPHER J. GRAMLICH--Mr. Gramlich, age 26, has served as Senior Vice
President--Capital Markets since October 1995. From March 1991 to October
1995 Mr. Gramlich served as Assistant Vice President for Bank One Capital
Corp.

SCOTT HAHN--Mr. Hahn, age 33, has served as Senior Vice
President--Management Information Systems since October 1995. From November
1991 to October 1995 Mr. Hahn served as Director of Data Processing for West
Capital Financial Services Corp. From March 1988 to October 1991 Mr. Hahn was
Management Information Systems Manager for First Associates Mortgage.

CINDA KNIGHT--Ms. Knight, age 37, has served as Senior Vice President and
Controller since July 1995. From September 1993 to July 1995, Ms. Knight served
as Vice President and Controller of AccuBanc Mortgage Company. From
November 1990 to September 1993, Ms. Knight served as Vice President and
Controller of Foster Mortgage Corporation.

JANIE OSBORNE--Ms. Osborne, age 41, has served as Senior Vice President of
Loan Control and Dealer Monitoring of the Company since August 1995. From
June to August 1995, Ms. Osborne served as Senior Vice President of Funding and
Document Control of the Company. Prior to joining the Company, Ms. Osborne
served as a loan officer for Ameritex Residential Mortgage from July 1994 to
June 1995 and for Banc Plus Mortgage Corporation from April 1994 to July 1994.
Ms. Osborne served as Vice President of Acquisitions, Sales and Escrow Services
and various other positions at Foster from June 1984 to December 1993.

CHARLES T. OWENS--Mr. Owens, age 60, has served as President of FPCFI
since June 1996. Prior to joining the Company, Mr. Owens held various
positions with Associates Financial Services from October 1959, including
Senior Vice President--Acquisitions.

JEFFREY A. PEIPER--Mr. Peiper, age 50, has served as Senior Vice
President--Administration since March 1996. From June 1994 to March 1996 Mr.
Peiper served as President and Chief Executive Officer of First American
Savings Bank, SSB. From December 1990 to March 1994 Mr. Peiper served as
President and Chief Executive Officer of Beal Banc, S.A.

JACK ROUBINEK--Mr. Roubinek, age 54, has served as the Senior Vice
President of Wholesale Loan Production since March 1995. From February 1993 to
March 1995, Mr. Roubinek served as Vice President of Direct Lending and Vice
President of Secondary Marketing for the Company and SFAC. Prior to
February 1993, Mr. Roubinek was a mortgage banking consultant to various
companies and individuals.

51
<PAGE>

KEN SACKNOFF--Mr. Sacknoff, age 43, has served as Senior Vice President of
Risk Management since April 1996. Mr. Sacknoff served as Director of Corporate
Risk for Residential Funding Corporation in Minneapolis from March 1995 to
March 1996 and as Vice President of Risk Management Information & Analysis for
Associates Corporation from July 1992 to March 1995. Mr. Sacknoff served as Vice
President of Risk Management at Beneficial National Bank from November 1990 to
July 1992 and as Director of Centralized Operations at Beneficial Corporation
from September 1989 to November 1990. Prior thereto, Mr. Sacknoff was employed
by G.E. Capital in various management positions from 1979 to 1989.

BARRY S. TENENHOLTZ--Mr. Tenenholtz, age 39, has served as Senior Vice
President and Treasurer since January, 1995. From July 1990 to February 1993
Mr. Tenenholtz served as Corporate Tax Manager for TIC United Corp. From
June 1988 to June 1990 Mr. Tenenholtz served as corporate tax manager for
Dalfast Corporation.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established two standing committees: the
Compensation Committee and the Audit Committee. Messrs. Fitzgerald, Jessee,
Stein and Seegers serve on the Compensation Committee and the Audit Committee.
The Compensation Committee is responsible for recommending to the Board of
Directors the Company's executive compensation policies for senior officers and
administering the 1995 Employee Plan and the Company's Employee Stock Purchase
Plan (the "Purchase Plan"). See "--Stock Option Plan" and "--Employee Stock
Purchase Plan." The Audit Committee is responsible for recommending independent
auditors, reviewing the audit plan, the adequacy of internal controls, the audit
report and management letter, and performing such other duties as the Board of
Directors may from time to time prescribe.

EMPLOYMENT AGREEMENTS; KEY-MAN LIFE INSURANCE

EMPLOYMENT AGREEMENTS. On August 25, 1995, the Company entered into
employment agreements with each of the executive officers named in the Summary
Compensation Table under "--Executive Compensation." Mr. Phillip's and
Mr. O'Bryan's employment agreements are for terms of five years, and Mr. Green's
employment agreement is for a term of three years. Each employment agreement
automatically renews for successive periods after the initial term, unless the
employee or the Company notifies the other within a specified time that the term
will not be extended. On May 30, 1996, Mr. Poythress retired and entered into a
consulting agreement with the Company that will expire on August 24, 1997. On
November 5, 1996, Mr. Mankoff retired and entered into a consulting agreement
with the Company that will expire on November 5, 2000.

Under the terms of the respective employment agreements, the Company pays
Mr. Phillips a minimum base salary of $400,000 per year and Mr. Green a minimum
$230,000 per year, which are adjusted annually to meet cost of living increases.
Pursuant to the respective consulting agreements, the Company pays Mr. Mankoff
and Mr. Poythress a fee of $230,000 and $232,500 per year, respectively, and
provides certain insurance benefits to each of them. Each executive officer is
entitled to participate generally in the Company's employee benefit plans,
including the 1995 Employee Plan and the Purchase Plan, and is eligible for an
incentive bonus under the Company's executive bonus pool. Such cash bonuses are
made at the discretion of the Company based on subjective performance criteria.

If the executive officer is terminated "for cause," which definition
generally includes termination by the Company due to the executive's willful
failure to perform his duties under the employment agreement, executive's
personal dishonesty or breach of his fiduciary duties or the employment
agreement to which he is a party, then the Company is obligated to pay the
executive so terminated only his base salary up to the date upon which the
Company notifies the executive of his termination "for cause." On the other
hand, if the executive officer is terminated without cause, then the Company is
obligated to pay the executive officer so terminated a lump sum payment equal to
his base salary for the remaining term of the employment agreement. If the
executive officer resigns for "good reason," which generally includes the
executive officer's resignation due to a breach by the Company of his employment
agreement, the Company must pay the executive officer so terminated a lump sum
payment equal to the salary of the executive officer for the remaining term of
the employment agreement. In the case of the retirement or death of the
executive officer, the Company is obligated to pay the executive officer only
his base salary up to the date of such death or retirement. If the executive
officer becomes disabled, the Company must continue to pay the executive officer
his base salary for a period of up six months and, if the disability extends
beyond six months, the Company may terminate the executive by giving him 30
days' notice of such termination.

52
<PAGE>

Each of the executive officers named in the Summary Compensation Table
below, by virtue of his employment agreement, has agreed not to solicit
customers or employees of the Company in any manner for a period of 24 months
following his resignation or termination from the Company and, will not compete
for any period for which a lump sum has been paid by the Company in accordance
with the employment agreement. During the term of his consulting agreement,
Mr. Poythress has agreed not to (i) be employed by a lending institution or
company specializing in Title I Loans with its principal office in the
Dallas-Fort Worth area, (ii) be a consultant, director, officer, employee or
partner of any lending institution specializing in Title I Loans that is ranked
among the top five Title I lenders operating on a nationwide basis, (iii)
solicit business from anyone who purchased loans from the Company within six
months prior to the effective date of the consulting agreement, (iv) induce or
solicit any person to leave their employment with Company and (v) disclose
certain information obtained from the Company.

KEY-MAN LIFE INSURANCE. The Company maintains a $3.0 million key-man life
insurance policy on Mr. Phillips, which the Company has assigned to BOCP II. The
Company does not maintain key-man life insurance policies on any of its other
executive officers.

COMPENSATION OF DIRECTORS

The Company pays each nonemployee director a fee of $2,500 for each meeting
of the Board of Directors that he attends. The Company reimburses each director
for ordinary and necessary travel expenses related to such director's attendance
at Board of Director and committee meetings. For a discussion of the 1995
Director Plan and the grant of certain nonqualified stock options to the
nonemployee directors of the Company under the 1995 Director Plan, see
"--Nonemployee Director Stock Option Plan."

53
<PAGE>

EXECUTIVE COMPENSATION

The Summary Compensation Table below provides certain summary
information concerning compensation paid or accrued during fiscal 1994 and
1995 by the Company to or on behalf of the Chief Executive Officer and the
other executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
LONG-TERM COMPENSATION
--------------------------------------------------
ANNUAL COMPENSATION (1) AWARDS PAYOUTS
---------------------------------- ---------------------- ----------
OTHER
ANNUAL RESTRICTED OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION STOCK SARS LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -------------------------- ------ ------ ------ ------------ --------- -------- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel T. Phillips . . . 1996 400,000 800,000 -- -- -- -- --
Chairman of the Board, 1995 221,333 225,000 -- -- -- -- --
President, Chief Executive
Officer and Director

Ronald M. Mankoff . . . . 1996 320,000(2) 320,000 -- -- -- -- --

General Counsel and 1995 216,047 225,000 -- -- -- -- --
Director

Eric C. Green . . . . . . 1996 232,500 300,000 -- -- -- -- --
Executive Vice President 1995 110,000(3) 125,000 -- -- -- -- --
and Chief Financial
Officer

Gene O'Bryan . . . . . . 1996 90,000(4) 100,000 -- -- -- -- --
Executive Vice President 1995 -- -- -- -- -- -- --
and Chief Production
Officer . . . . . . . . .

James H. Poythress . . . 1996 116,250 116,250 -- -- -- -- --
Executive Vice President 1995 37,885(5) 205,000 -- -- -- -- --
and Chief Operating
Officer
</TABLE>

- -----------
(1) Annual compensation does not include the cost to the Company of benefits
certain executive officers receive in addition to salary and cash bonuses.
The aggregate amounts of such personal benefits, however, do not exceed
the lesser of either $50,000 or 10% of the total annual compensation of
such executive officer. Bonuses with respect to fiscal 1995 and 1996 were
accrued during each respective fiscal year and paid in November 1995 and
1996, respectively.

(2) Mr. Mankoff retired as General Counsel and Director of the Company in
November 1996, and has agreed to serve as a consultant to the Company
through November 2000. See "- Employment Agreements; Key-Man Life
Insurance - Employment Agreements."

(3) Mr. Green joined the Company in April 1995, at an annual salary of
$180,000.

(4) Mr. O'Bryan joined the Company in April 1996, at an annual salary of
$180,000.

(5) Mr. Poythress joined the Company in June 1995, at an annual salary of
$100,000. Mr. Poythress retired from the Company in May 1996, and has
agreed to serve as a consultant to the Company through August 1997. See
"- Employment Agreements; Key-Man Life Insurance - Employment Agreements."

(6) No options were granted during fiscal 1995. See "- Stock Option Plan"
for options granted after fiscal 1995.

GRANTS OF OPTIONS AND STOCK APPRECIATION RIGHTS ("SARS")

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<PAGE>

The following table sets forth details regarding stock options granted
to the named executive officers listed in the Summary Compensation Table
during the fiscal 1996. In addition, there are shown the "option spreads"
that would exist for the respective options granted based upon assumed rates
of annual compound stock appreciation of 5% and 10% from the date the options
were granted over the full option term. The Company granted no SARs in
fiscal 1996.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
TOTAL OPTIONS/ OF STOCK PRICE APPRECIATION
OPTIONS/SARS SARS GRANTED TO EXERCISE OR FOR OPTION TERM(2)(3)
GRANTED(1) EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- --------------------------- ------------- --------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Daniel T. Phillips . . . . 50,000 8.12% 14.00 11/15/05 35,000 70,000
Ronald M. Mankoff . . . . . 50,000 8.12% 14.00 11/15/05 35,000 70,000
Eric C. Green . . . . . . . 45,581 7.40% 14.00 11/15/05 31,907 63,813
Gene O'Bryan . . . . . . . 20,000 3.25% 19.00 04/01/06 19,000 38,000
James H. Poythress . . . . 45,581 7.40% 14.00 11/15/05 31,907 63,813
</TABLE>

- -----------
(1) Options granted to executives were granted under the Company's Stock Option
Plan.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent upon the future
performance of the Company's Common Stock, overall market conditions and
the executive's continued employment with the Company. The amounts
represented in this table may not necessarily be achieved.
(3) Options vest generally in one-third increments over a three-year term. The
options have a term of five years, unless they are exercised or expire upon
certain circumstances set forth in the Stock Option Plan, including
retirement, termination in the event of a change in control, death or
disability.

EXERCISES OF OPTIONS AND SARS

The following table sets forth information with respect to the named
executive officers concerning the exercise of options during fiscal 1996, and
unexercised options held as of September 30, 1996. No SARs were exercised by
the named executive officers during fiscal 1996.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
FISCAL YEAR END OPTION/SAR VALUES

<TABLE>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE(1)
- ------------------------------------ ------------ -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Daniel T. Phillips . . . . . . . . . 0 0.00 0/50,000 0/1,581,000
Ronald M. Mankoff . . . . . . . . . . 0 0.00 0/50,000 0/1,581,000
Eric C. Green . . . . . . . . . . . 0 0.00 0/45,581 0/1,441,272
Gene O'Bryan . . . . . . . . . . . . 0 0.00 0/20,000 0/532,400
James H. Poythress . . . . . . . . . 0 0.00 0/45,581 0/1,441,272
</TABLE>

55
<PAGE>

- -----------
(1) Values are stated based upon the closing price of $45.62 per share of the
Company's common stock on the NASDAQ/NMS on September 30, 1996, the last
trading day of fiscal 1996.

STOCK OPTION PLAN

In August 1995, the Board of Directors and stockholders adopted the 1995
Employee Plan. The purpose of the 1995 Employee Plan is to advance the interests
of the Company by providing additional incentives to attract and retain
qualified and competent employees and consultants of the Company and directors
of the Company's subsidiaries, upon whose efforts and judgment the success of
the Company is largely dependent. Nonemployee directors of RAC Financial
Group, Inc. are not eligible to participate in the 1995 Employee Plan. As of the
date hereof, substantially all of the Company's full-time employees are eligible
for grants of stock options ("Employee Options") under the terms of the 1995
Employee Plan. Options to purchase an aggregate of 211,162 shares of Common
Stock have been granted to certain executive officers as follows: Ronald M.
Mankoff (50,000 shares), Daniel T. Phillips (50,000 shares), Eric C. Green
(45,581 shares) and James H. Poythress (45,581 shares) and Gene O'Bryan
(20,000 shares). Such non-qualified stock options vest in one-third increments
in November 1996, 1997 and 1998, respectively.

The 1995 Employee Plan authorizes the granting of incentive stock options
("Incentive Options") and nonqualified stock options ("Nonqualified Options") to
purchase Common Stock to eligible persons. A total of 550,000 shares of Common
Stock are authorized for sale upon exercise of Employee Options granted under
the 1995 Employee Plan. The 1995 Employee Plan is currently administered by the
Compensation Committee of the Board of Directors, which consists of three
members of the Board of Directors, each of whom is a disinterested person. The
1995 Employee Plan provides for adjustments to the number of shares and to the
exercise price of outstanding options in the event of a declaration of a stock
dividend or any recapitalization resulting in a stock split-up, combination or
exchange of shares of Common Stock.

No Incentive Option may be granted with an exercise price per share less
than the fair market value of the Common Stock at the date of grant. The
Nonqualified Options may be granted with any exercise price determined by the
administrator of the 1995 Employee Plan. The exercise price of an Employee
Option may be paid in cash, by certified or cashier's check, by money order, by
personal check or by delivery of already owned shares of Common Stock having a
fair market value equal to the exercise price, or by delivery of a combination
of cash and already owned shares of Common Stock. However, if the optionee
acquired the stock to be surrendered directly or indirectly from the Company, he
must have owned the stock to be surrendered for at least six months prior to
tendering such stock for the exercise of an Employee Option.

An eligible employee may receive more than one Incentive Option, but the
maximum aggregate fair market value of the Common Stock (determined when the
Incentive Option is granted) with respect to which Incentive Options are
first exercisable by such employee in any calendar year cannot exceed
$100,000. In addition, no Incentive Option may be granted to an employee
owning directly or indirectly stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, unless the
exercise price is set at not less than 110% of the fair market value of the
shares subject to such Incentive Option on the date of grant and such
Incentive Option expires not later than five years from the date of grant.
Awards of Nonqualified Options are not subject to these special limitations.

No Employee Option granted under the 1995 Employee Plan is assignable or
transferable, otherwise than by will or by laws of descent and distribution.
During the lifetime of an optionee, his Employee Option is exercisable only
by him or his guardian or legal representative. The expiration date of an
Employee Option is determined by the administrator at the time of the grant,
but in no event may an Employee Option be exercisable after the expiration of
10 years from the date of grant of the Employee Option.

The administrator of the 1995 Employee Plan may limit an optionee's
right to exercise all or any portion of an Employee Option until one or more
dates subsequent to the date of grant. The administrator also has the right,
exercisable in its sole discretion, to accelerate the date on which all or
any portion of an Employee Option may be exercised. The 1995 Employee Plan
also provides that 30 days prior to certain major corporate events such as,
among other things, certain changes in control, mergers or sales of
substantially all of the assets of the Company (a "Major Corporate Event"),
each Employee Option shall immediately become exercisable in full. In
anticipation of a Major Corporate Event, however, the administrator may,
after notice to the optionee, cancel the optionee's Employee Options on the
consummation of the

56
<PAGE>

Major Corporate Event. The optionee, in any event, will have the opportunity
to exercise his Employee Options in full prior to such Major Corporate Event.

If terminated for cause, all rights of an optionee under the 1995
Employee Plan cease and the Employee Options granted to such optionee become
null and void for all purposes. The 1995 Employee Plan further provides that
in most instances an Employee Option must be exercised by the optionee within
30 days after the termination of the consulting contract between such
consultant and the Company or termination of the optionee's employment with
the Company, as the case may be (for any reason other than termination for
cause, mental or physical disability or death), if and to the extent such
Employee Option was exercisable on the date of such termination. If the
optionee is not otherwise employed by, or a consultant to, the Company, his
Employee Option must be exercised within 30 days of the date he ceases to be
a director of a subsidiary of the Company. Generally, if an optionee's
employment or consulting contract is terminated due to mental or physical
disability, the optionee will have the right to exercise the Employee Option
(to the extent otherwise exercisable on the date of termination) for a period
of one year from the date on which the optionee suffers the mental or
physical disability. If an optionee dies while actively employed by, or
providing consulting services under a consulting contract to, the Company,
the Employee Option may be exercised (to the extent otherwise exercisable on
the date of death) within one year of the date of the optionee's death by the
optionee's legal representative or legatee.

NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

In August 1995, the Board of Directors adopted the 1995 Director Plan.
The 1995 Director Plan was also approved by the stockholders of the Company
in August 1995. The purpose of the 1995 Director Plan is to advance the
interests of the Company by providing an incentive to retain as independent
directors persons of training, experience and ability, to encourage a sense
of proprietorship of such persons, and to stimulate the active interest of
such persons in the development and financial success of the Company.

Options under the 1995 Director Plan ("Director Options") are granted
only to nonemployee directors of the Company. Director Options are
automatically granted to each nonemployee director. Each person serving as a
nonemployee director of the Company on the date of adoption of the 1995
Director Plan received a Director Option under the 1995 Director Plan
exercisable for 5,000 shares of Common Stock at an exercise price of $15.81
per share (an "Initial Option"). Subsequently, on the date of each annual
meeting of stockholders of the Company after such director's Initial Option
has fully vested, such director shall receive a nonqualified stock option to
purchase 1,000 shares of Common Stock, with an exercise price per share equal
to the fair market value per share of the Common Stock on the date of grant
(a "Subsequent Option"). Each Director Option expires 10 years after its date
of grant. An aggregate of 20% of the total number of shares subject to such
Initial Option vest on the date of each annual meeting of shareholders of the
Company (at which such nonemployee director is reelected to the Board of
Directors) held after the date of grant of the Initial Option. In addition,
shares subject to a Subsequent Option vest in full on the date of grant of
such Subsequent Option. Shares subject to a Director Option vest as to all
shares then subject to the Director Option upon the occurrence of a Major
Corporate Event. The 1995 Director Plan is, to the extent that discretion is
allowed pursuant to the terms of the 1995 Director Plan, administered by the
Board of Directors. For example, the Board of Directors may cancel
outstanding unexercised options granted under the 1995 Director Plan upon the
consummation of Major Corporate Events. In addition, the Board of Directors
has certain limited discretion in amending, modifying, suspending or
discontinuing the 1995 Director Plan.

A total of 50,000 shares of Common Stock are authorized for issuance
upon exercise of Director Options granted under the 1995 Director Plan.
Director Options are granted with an exercise price per share equal to the
fair market value of such shares on the date of grant. The exercise price of
a Director Option may be paid in cash, by certified or cashier's check, by
money order, by personal check or by delivery of already owned shares of
Common Stock having a fair market value equal to the exercise price, or by
delivery of a combination of cash and already owned shares of Common Stock.
The 1995 Director Plan provides for adjustments to the number of shares under
which Director Options may be granted and to the exercise price of such
outstanding Director Options in the event of a declaration of a stock
dividend or any recapitalization resulting in a stock split-up, combination
or exchange of shares of Common Stock.

No Director Option granted under the 1995 Director Plan is assignable or
transferable, otherwise than by will or by laws of descent and distribution.
During the lifetime of an optionee, his Director Options are exercisable only
by him or his guardian or legal representative. In addition, no Director
Option is exercisable prior to the six-month anniversary of the date of grant
for such Director Option. The 1995 Director Plan also provides that 30 days
prior to certain Major Corporate Events, Director Employee Option shall
immediately become exercisable in full. The unexercised portion of

57
<PAGE>

a Director Option automatically and without notice terminates and becomes
null and void and is forfeited upon the earliest to occur of the following:
(i) if the optionee's position as a director terminates other than by reason
of such optionee's death, 30 days after the date that the optionee's position
as a director terminates; (ii) one year after the death of the optionee; or
(iii) 10 years after the date of grant of such Director Option.

EMPLOYEE STOCK PURCHASE PLAN

In August 1995, the Board of Directors adopted the RAC Financial Group,
Inc. Employee Stock Purchase Plan (the "Purchase Plan") and reserved shares
of Common Stock for issuance thereunder. The stockholders of the Company
approved the Purchase Plan in August 1995. The purpose of the Purchase Plan
is to provide eligible employees of the Company and its designated
subsidiaries with an opportunity to purchase Common Stock ("ESPP Shares")
from the Company through payroll deductions.

Offerings under the Purchase Plan generally have a duration ("Offering
Period") of 12 months and commence on October 1 of each year, but the Initial
Offering Period under the Purchase Plan will commence on the first day of the
calendar month immediately following the Offering. On the first business day
of an Offering Period (the "Enrollment Date"), each eligible employee who
chooses to participate ("Participant") is granted the right to purchase
("Purchase Right") on the last business day of such Offering Period
("Purchase Date") a number of whole ESPP Shares determined by dividing the
Participant's total annual payroll deductions accumulated during such
Offering Period by the Purchase Price described below. However, the number of
ESPP Shares subject to each Participant's Purchase Right during such Offering
Period shall in no event exceed the lesser of (i) the maximum number of ESPP
Shares which could be purchased with such Participant's total payroll
deductions for the Offering Period at a Purchase Price equal to 85% of the
fair market value of the ESPP Shares on the Enrollment Date, (ii) the number
of ESPP Shares determined by dividing $25,000 by the fair market value of the
ESPP Shares on the Enrollment Date or (iii) the maximum number of ESPP Shares
that would cause the total owned by the Participant to exceed the 5%
ownership limits described below. Unless the Participant's participation is
discontinued, his or her Purchase Right will be exercised automatically on
the Purchase Date (i.e. the last business day of the Offering Period) at the
Purchase Price.

The total number of shares of Common Stock issuable under the Purchase
Plan is 250,000. No less than 15 days prior to each Offering Period, the
administrator of the Purchase Plan will determine the total number of ESPP
Shares that will be made available for purchase during such Offering Period
and will notify the eligible employees. With respect to ESPP Shares that are
made available for an Offering Period, but which are not purchased during
such Offering Period, the administrator may again make them available for
purchase with respect to any subsequent Offering Period. In the event that on
the Purchase Date of reference the aggregate amount of payroll deductions
during the corresponding Offering Period exceed the aggregate Purchase Price
of all ESPP Shares available for purchase during such Offering Period, each
Purchase Right of a participant shall be reduced to that percentage of
available ESPP Shares as the accumulated payroll deductions in his or her
account is of the aggregate accumulated payroll deductions in the accounts of
all Participants.

Any employee who is customarily employed for at least 20 hours per week
and more than five months per calendar year by the Company or its designated
subsidiaries, who is employed on June 30 preceding the Enrollment Date of
reference, and who continues to be employed on the Enrollment Date, is
eligible to participate in offerings under the Purchase Plan during the
Offering Period, which includes such Enrollment Date. Employees become
Participants by delivering to the Company an agreement authorizing payroll
deductions at any time during the 45 days immediately preceding the
Enrollment Date of reference. No employee is permitted to purchase ESPP
Shares under the Purchase Plan if such employee owns 5% or more of the total
combined voting power or value of all classes of shares of stock of the
Company, including as owned by such employee all ESPP Shares subject to his
Purchase Right, as adjusted, shares subject to any other options, or shares
whose ownership is attributable to the employee by reason of ownership by
certain members of his or her family. In addition, no Participant is entitled
to purchase during the Offering Period of reference more than the maximum
number of ESPP Shares subject to such Participant's Purchase Right during
such Offering Period.

The price at which ESPP Shares are sold under the Purchase Plan
("Purchase Price") is 85% of the lower of the fair market value per Share of
Common Stock on the Enrollment Date (i.e., first business day of the Offering
Period) or the Purchase Date (i.e., the last business day of the Offering
Period). The Purchase Price of the ESPP Shares is accumulated by payroll
deductions made during the Offering Period. The total payroll deductions of a
Participant for an Offering Period may not be greater than the lesser of
$21,250, or 25% of the Participant's annualized "considered pay" as
determined at the beginning of the Offering Period, nor may such payroll
deductions be less than an aggregate of $500.

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For Participants who are salaried employees, their "considered pay" is their
basic rate of pay (i.e., exclusive of bonuses and other special payments),
and for Participants who are hourly employees, their "considered pay" is the
amount of their total pay for services rendered for the months of August and
September immediately preceding the Offering Period of reference, annualized
by multiplying that amount by six.

All payroll deductions of a Participant are credited to his or her
account under the Purchase Plan and are deposited with the general funds of
the Company. Such funds may be used for any corporate purpose. No charges for
administrative or other costs may be made by the Company against the accounts
of Participants. The Purchase Plan is administered by the Compensation
Committee of the Board of Directors. Any members of the Board of Directors
who are not members of the administrator for at least 12 months prior to the
Offering Period of reference, and who also are eligible employees, are
permitted to participate in the Purchase Plan during such Offering Period.
However, members of the administrator may not participate in the Purchase
Plan during an Offering Period that commences within 12 months of the most
recent date on which they were a member of the administrator.

A Participant may terminate his or her right to purchase ESPP Shares
with respect to a particular Offering Period by notifying the administrator
at any time prior to the last 15 days of the Offering Period that the
Participant is withdrawing all, but not less than all, of the accumulated
payroll deductions credited to such Participant's account. The withdrawal of
accumulated payroll deductions automatically terminates the Participant's
Purchase Right with respect to that Offering Period. As soon as practicable
after notice of such withdrawal, the payroll deductions credited to a
Participant's account will be returned to the Participant without interest. A
Participant's withdrawal with respect to an Offering Period does not have any
effect upon such Participant's eligibility to participate in subsequent
Offering Periods. Termination of a Participant's employment for any reason,
including retirement or death, immediately terminates his or her
participation in the Offering Period during which such termination of
employment occurs. In such event, the payroll deductions credited to the
Participant's account will be returned to the Participant as soon as
practicable, or in the case of death, to the person or persons entitled
thereto, in either case without interest.

In the event of changes in the Common Stock of the Company, however, due
to stock dividends or other changes in capitalization, or in the event of any
merger, sale or any other reorganization, appropriate adjustments will be
made by the Company to the ESPP Shares subject to purchase, to the price per
share and, where necessary, to the conditions relating to the exercise of the
Purchase Right, so that, to the extent reasonably possible, such events do
not adversely affect the rights of Participants. If, however, there is a
proposed dissolution or liquidation of the Company, the Offering Period
during which such event occurs will be deemed terminated upon the occurrence
of such event.

The Purchase Plan will terminate automatically on August 31, 2005, and
prior to that date the Board of Directors of the Company generally may at any
time amend or terminate the Purchase Plan. No amendment may be made to the
Purchase Plan without approval of the stockholders of the Company if such
amendment would increase the number of ESPP Shares that may be issued under
the Purchase Plan, change the designation of the employees eligible for
participation in the Purchase Plan, or constitute an amendment for which
shareholder approval is required in order to comply with Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor rule.

401(K) SAVINGS PLAN

In October 1995, the Company established the Company's 401(k) Savings
Plan, which is intended to comply with Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended, and the applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended. Amounts
contributed to the plan are held under a trust intended to be exempt from
income tax pursuant to Section 501(a) of the Internal Revenue Code. All full
time employees of the Company that have completed at least one month of
service are eligible to participate in the plan. Participating employees will
be entitled to make pre-tax contributions to their accounts in amounts equal
to not less than 1% and not more than 15% of their compensation each year,
subject to certain maximum annual limits imposed by law (approximately $9,500
in 1996). The Company may elect to match employee contributions in amounts of
up to 4% of their compensation. The Company also has the right to make
certain additional matching contributions in amounts not to exceed 15% of
employee compensation. Matching contributions made by the Company vest in
participating employees over a five-year period after the date of
contribution. Distributions generally are payable in a lump-sum after
retirement or death and, in certain circumstances, upon termination of
employment with the Company for other reasons.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1994 and fiscal 1995, the Company had no compensation committee
or other committee of the Board of Directors performing similar functions.
Decisions concerning executive compensation for fiscal 1995 were made by the
Board of Directors, including Daniel T. Phillips and Ronald M. Mankoff, who
both were (and Mr. Phillips continues to be) executive officers of the
Company and participated in deliberations of the Board of Directors regarding
executive officer compensation. Decisions concerning executive compensation
for fiscal 1996 were made by the Compensation Committee, which was
established by the Board of Directors of the Company. See "- Committees of
the Board of Directors."

None of the executive officers of the Company currently serves on the
compensation committee of another entity or any other committee of the board
of directors of another entity performing similar functions.

The Company engaged in the following transactions with Daniel T.
Phillips and Ronald M. Mankoff. On October 15, 1994, the Company redeemed a
total of 50,000 shares of Series A Cumulative Preferred Stock, of which
25,000 shares were owned by the Mankoff Trust and 25,000 shares were owned by
the Phillips Partnership. Each such redemption was for $25,000 plus accrued
and unpaid dividends. In addition, in April 1995, the Company redeemed an
additional 150,000 shares of Series A Cumulative Preferred Stock, of which
75,000 shares were from the Mankoff Trust and 75,000 shares were from the
Phillips Partnership. Each such redemption was for $75,000 plus accrued and
unpaid dividends. In February 1996, the Company redeemed the 50,000 shares of
Series A Cumulative Preferred Stock owned by each of the Mankoff Trust and
the Phillips Partnership for $1.00 per share plus accrued and unpaid
dividends. Accordingly, the total redemption payment received by each of the
Mankoff Trust and the Phillips Partnership was approximately $57,500. See
"Certain Relationships and Related Party Transactions" and "Description of
Capital Stock."

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since its inception, the Company has had business relationships and
engaged in certain transactions with affiliated companies and parties as
described below. It is the policy of the Company to engage in transactions
with related parties only on terms that, in the opinion of the Company, are
no less favorable to the Company than could be obtained from unrelated
parties.

RELATIONSHIP WITH FARM BUREAU

As of September 30, 1996, Farm Bureau was the beneficial owner of
402,871 shares of Non-Voting Common Stock and 1,566,000 shares of Common
Stock. See "Principal Stockholders" and "Description of Capital Stock."

On March 31, 1995, the Company issued to Farm Bureau an aggregate of
$1.35 million principal amount of Subordinated Notes (out of a total of $6.35
million principal amount of Subordinated Notes issued at that time by the
Company). For a description of the Subordinated Notes and the amount issued
to BOCP II, see "- Relationship with Bank One." As of June 30, 1996, the
Company had paid Farm Bureau an aggregate of $81,000 in interest payments
under the terms of the Subordinated Notes, as well as an aggregate of
approximately $27,000 in fees and expenses related to the issuance by the
Company of the Subordinated Notes to Farm Bureau. In connection with the
issuance of the Subordinated Notes to Farm Bureau, the Company also issued
Farm Bureau warrants to purchase an aggregate of 284,884 shares of Non-Voting
Common Stock for a nominal exercise price, which were exercised prior to the
Company's initial public offering.

In April 1995, the Company issued additional warrants to Farm Bureau to
purchase an aggregate of 296,207 shares of Non-Voting Common Stock. Such
warrants were issued in consideration of Farm Bureau's agreement to waive
certain redemption rights with respect to the Series B Cumulative Preferred
Stock held by Farm Bureau and such warrants were exercised in full prior to
the Company's initial public offering.

In September 1995, the Company entered into the Farm Bureau Facility,
under which Farm Bureau has agreed to lend the Company up to $5.5 million at
a rate of interest of 12% per annum. The Company had borrowed $5.5 million
under this financing facility. All borrowings pursuant to such financing were
repaid in February 1996 with a portion of the net proceeds to the Company
from its initial public offering and the facility was terminated. In
connection with the facility, the Company issued to Farm Bureau warrants to
purchase that number of shares of Common Stock equal to the

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quotient of $400,000 divided by 70% of the initial public offering price of
$17.00 per share. Accordingly, Farm Bureau's warrants are exercisable for
the purchase of 33,613 shares of Common Stock at an exercise price of $11.90
per share.

RELATIONSHIP WITH BANK ONE

As of September 30, 1996, BOCP II was the beneficial owner of 1,681,077
shares of Non-Voting Common Stock, and BOCP V was the beneficial owner of
136,390 shares of Non-Voting Common Stock (assuming its conversion of its
warrants to purchase shares of Non-Voting Common Stock). See "Principal
Stockholders."

Banc One Capital Corporation ("BOCC"), an affiliate of Bank One, acted
as placement agent with respect to each of the securitizations completed by
the Company during fiscal 1995 and the four securitizations completed in the
nine months ended June 30, 1996. As consideration for acting as placement
agent, the Company paid BOCC an aggregate of $4.1 million representing fees,
commissions and expenses (comprised of approximately $700,000 in connection
with the first securitization, $346,623 in connection with the 1995-1
securitization, $1.0 million in connection with the 1995-2 securitization,
$406,000 in connection with the 1995-3 securitization $544,500 in connection
with the 1995-4 securitization, $309,000 in connection with the 1996-1
securitization, $730,000 in connection with the 1996-2 securitization and
$51,000 in connection with the 1996-A securitization).

The Company maintains the Bank One Warehouse Facility, which was
established in March 1995. As of June 30, 1996, the Company had paid Bank One
an aggregate of $881,579 in interest payments under the prescribed terms of
the Bank One Warehouse Facility, as well as an aggregate of $36,612 in other
fees and expenses related to amounts borrowed by the Company under this
facility. For a more complete description of the terms of the Bank One
Warehouse Facility, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

On March 31, 1995, the Company issued to BOCP II an aggregate of $5.0
million principal amount of its Subordinated Notes (out of a total of $6.35
million principal amount of Subordinated Notes). The Subordinated Notes bear
interest at the rate of 12% per annum, except that upon the occurrence of an
event of default under the Subordinated Notes, the interest rate increases to
15% per annum. As of June 30, 1996, the Company had paid BOCP II an aggregate
of $300,000 in interest payments under the terms of the Subordinated Notes,
as well as an aggregate of approximately $125,000 in fees and expenses
related to the issuance by the Company of the Subordinated Notes to BOCP II.
The Subordinated Notes are subordinated to all amounts at any time due and
owing to the Warehouse Lender and Bank One. In connection with the issuance
of the Subordinated Notes to BOCP II, the Company also issued BOCP II
warrants to purchase an aggregate of 1,055,116 shares of Non-Voting Common
Stock for a nominal exercise price, which were fully exercised prior to the
Company's initial public offering, and warrants to purchase an aggregate of
893,311 shares of Non-Voting Common Stock for an aggregate of $450,000, which
were fully exercised prior to the Company's initial public offering.

In February 1995, the Company and BOCP V entered into a financing
arrangement to provide $700,000 of interim financing (the "BOCP V
Financing"). In July 1995, the Company and BOCP V agreed to amend the terms
of the BOCP V Financing so that the Company's debt arrangements with BOCP V
would be on similar terms as those with BOCP II and Farm Bureau. As a
consequence, the Company issued $700,000 principal amount of the Subordinated
Notes to BOCP V. As of September 30, 1995, under the terms of the BOCP V
Financing and the Subordinated Notes, the Company had paid BOCP V an
aggregate of $67,356 in interest payments and an aggregate of $14,000 in
other fees and expenses. In connection with the amendments of the BOCP V
Financing and the issuance of the Subordinated Notes to BOCP V, the Company
issued BOCP V warrants to purchase an aggregate of 145,390 shares of
Non-Voting Common Stock for a nominal exercise price, which were fully
exercised prior to the Company's initial public offering.

In June 1995, the Company engaged BOCC to render financial advisory and
consultation services in connection with the Company's initial public
offering. For such engagement, the Company paid BOCC $75,000 and paid BOCC an
additional $75,000 upon the closing of the Company's initial public offering.

OTHER TRANSACTIONS

During calendar 1994, 1995 and 1996, the Company paid legal fees and
expenses to Jeffrey W. Mankoff, P.C., which were in excess of 5% of the gross
revenues of Jeffrey W. Mankoff, P.C. Such amounts, however, did not exceed
$60,000. Jeffrey W. Mankoff, P.C. is a Dallas, Texas law firm owned by the
son of Ronald M. Mankoff, the Chairman of the Board of the Company.

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For a description of certain other transactions, see "Management -
Compensation Committee Interlocks and Insider Participation."

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of September 30, 1996, of: (i)
each person known by the Company to own beneficially five percent or more of
the outstanding Common Stock; (ii) each of the Company's directors; (iii)
each of the executive officers named in the Summary Compensation Table; and
(iv) all directors and executive officers of the Company as a group. The
address of each person listed below is 1250 Mockingbird Lane, Dallas, Texas
75247, unless otherwise indicated.

SHARES
BENEFICIALLY OWNED(1)
---------------------
CLASS OF PERCENT
NAME OF BENEFICIAL OWNER COMMON STOCK NUMBER OF CLASS
- ------------------------ ------------ --------- --------

Farm Bureau Life Insurance
Company (2)...................... Voting 1,566,000 13.9
Non-Voting 402,871 18.1

Phillips Partnership (4).......... Voting 2,060,020 18.3

Daniel T. Phillips (3)(5)......... Voting 2,076,687 18.5

Ronald M. Mankoff (3)(6).......... Voting 1,901,581 16.9

BOCP II, Limited Liability
Company (7)...................... Non-Voting 1,681,077 75.7

Eric C. Green (3)(8).............. Voting 229,214 2.0

Banc One Capital Partners V,
Ltd. (9)......................... Non-Voting 136,390 6.1

Gene O'Bryan...................... Voting 10,000 *
James H. Poythress (3)(10)........ Voting 97,604 *
John Fitzgerald (3)............... Voting 8,367 *
Dan Jessee (3)(11)................ Voting 8,367 *
Paul Seegers (3).................. Voting 8,367 *
Sheldon I. Stein (3).............. Voting 6,667 *
All directors and executive
officers as a group
(8 persons) (3).................. Voting 4,249,250 38.6

- -----------
* Represents less than one percent.

(1) Based on 11,249,570 shares of Common Stock and 2,220,338 shares of Non-
Voting Common Stock outstanding on September 30, 1996. Beneficial ownership is
determined in accordance with the rules of the Commission and generally includes
voting or investment power with respect to securities. Except as indicated in
the footnotes to this table and subject to applicable community property laws,
the persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned.

(2) The address of Farm Bureau is 5400 University Avenue, West Des Moines, Iowa
50266. See "Certain Relationships and Related Party Transactions - Relationships
with Farm Bureau."

(3) Includes options that are currently exercisable, or become exercisable
within 60 days of September 30, 1996, to purchase the number of shares of Common
Stock indicated for the following persons: Daniel T. Phillips (16,667), Ronald
M. Mankoff (16,667), Eric C. Green (15,194), James H. Poythress (15,194), John
Fitzgerald (1,667), Dan Jessee (1,667), Paul Seegers (1,667) and Sheldon I.
Stein (1,667).

(4) Lenox Investment Corporation, which is wholly owned by Daniel T. Phillips
(1.0%), is the general partner and the Daniel T. Phillips Trust (the "Phillips
Trust") (54.0%) and Mr. Phillips (45.0%) are each limited partners of the
Phillips Partnership. Mr. Phillips has voting control over the shares of Common
Stock owned by the Phillips Partnership through an irrevocable five-year voting
proxy. Lenox Investment Corporation retains investment power with respect to
such shares. Ronald M. Mankoff is the trustee of the Phillips Trust.

(5) Includes 2,060,020 shares of Common Stock owned by the Phillips Partnership
but with respect to which Mr. Phillips has voting control. See Footnote 4.

(6) Includes 240,000 shares of Common Stock owned by the Mankoff Generation
Trust of which the trustee is Jerome J. Frank, Jr. Includes 60,000 shares of
Common Stock owned by the Mankoff Charitable Trust of which the trustee is
Jeffrey W. Mankoff, Ronald M. Mankoff's son, and Ronald M. Mankoff and his wife,
Joy Mankoff, are the

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income beneficiaries. Also includes 1,300,000 shares of Common Stock owned
by RJM Properties, Ltd., of which SFA Mortgage Company, which is owned by Mr.
Mankoff (50%) and the Mankoff Children s Trust (50.0%), is general partner
(1.0%) and Mr. Mankoff (48.0%), Joy Mankoff (48.0%), Mr. Mankoff's wife, and
Mankoff Irrevocable Trust (3.0%) are each limited partners. Also includes
50,000 shares of Common Stock owned by the Mankoff Irrevocable Trust of which
the trustee is Jerome J. Frank, Jr. and members of the Mankoff family are
beneficiaries. Mr. Mankoff is the sole trustee of the Donald Rubin
Children's Trust, which owns 210,430 shares of Common Stock, and, therefore,
may be deemed to beneficially own the shares of Common Stock held by such
trust. Mr. Mankoff disclaims beneficial ownership of such shares of Common
Stock and such shares are not included in Mr. Mankoff's total above.

(7) Beneficial ownership of the shares of Common Stock is held by the
members of BOCP II. The address of BOCP II is 10 West Broad Street, Columbus,
Ohio 43215. See "Certain Relationships and Related Party Transactions -
Relationship with Bank One."

(8) Includes 173,020 shares of Common Stock held by G.B. Kline Residuary
Trust, of which Beverly Sellers, Mr. Green's mother, is the trustee. Mr.
Green is an income beneficiary and Mr. Green's children have a remainder
interest in the G.B. Kline Residuary Trust. Also includes 1,000 shares of
Common Stock held by Mr. Green's wife.

(9) Beneficial ownership of the shares of Common Stock is held by the
general and limited partners of BOCP V. The address of BOCP V is 10 West
Broad Street, Columbus, Ohio 43215. See "Certain Relationships and Related
Party Transactions - Relationship with Bank One."

(10) Mr. Poythress retired from the Company in May 1996 and has agreed to
serve as a consultant to the Company through August 1997.

(11) Does not include the 1,681,077 shares of Non-Voting Common Stock held by
BOCP II and 136,390 shares of Non-Voting Common Stock held by BOCP V, which,
in limited circumstances, may be exchanged for shares of Common Stock on a
share-for-share basis. See "Description of Capital Stock - Registration
Rights." Mr. Jessee is Vice-Chairman of Banc One Capital Corporation, an
affiliate of BOCP II and BOCP V, and disclaims beneficial ownership of these
shares.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 27,600,000
shares of preferred stock, par value $1.00 per share ("Preferred Stock"),
25,000,000 shares of Non-Voting Common Stock, par value $0.01 ("Non-Voting
Common Stock"), and 100,000,000 shares of Common Stock, par value $0.01 per
share.

COMMON STOCK

The rights of the holders of Non-Voting Common Stock and the holders of
Common Stock are essentially identical, except that holders of Non-Voting
Common Stock are not entitled to vote on any matters, except as otherwise
required by Nevada law. As of August 1, 1996, there were 11,249,570 shares of
Common Stock outstanding, which were held of record by 33 holders, and there
were 2,220,338 shares of Non-Voting Common Stock outstanding, which were held
of record by three holders. Holders of Common Stock and Non-Voting Common
Stock are entitled to receive dividends when, as and if declared by the Board
of Directors from funds legally available therefor.

Each share of Common Stock entitles the holder thereof to one vote.
Holders of Non-Voting Common Stock are not entitled to vote, except as
otherwise required by Nevada law. Cumulative voting for the election of
directors is not permitted, which means that the holders of the majority of
shares voting for the election of directors can elect all members of the
Board of Directors. Except as otherwise required by Nevada law, a majority
vote is sufficient for any act of the stockholders. The holders of Common
Stock do not have any preemptive, subscription, redemption or conversion
rights. The holders of Non-Voting Common Stock do not have any preemptive,
subscription or redemption rights, but holders of Non-Voting Common Stock,
other than Farm Bureau, BOCP II, BOCP V and any of its or their affiliates,
generally have the right to exchange shares of Non-Voting Common Stock for an
equivalent number of shares of Common Stock. In addition, under certain
circumstances, the shares of Non-Voting Common Stock held by BOCP II, BOCP V
and Farm Bureau are exchangeable for shares of Common Stock.

Upon liquidation of the Company, subject to the rights of holders of any
Preferred Stock outstanding, the holders of Common Stock and Non-Voting Common
Stock are entitled to receive the Company's assets remaining after payment

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of liabilities proportionate to their pro rata ownership of the outstanding
shares of Common Stock and Non-Voting Common Stock.

All shares of Common Stock and Non-Voting Common Stock now outstanding are,
and the shares of Common Stock to be outstanding upon the completion of the
Offering will be, fully paid and non-assessable.

PREFERRED STOCK

GENERAL. The Board of Directors is authorized, without further action of the
stockholders of the Company, to issue from time to time shares of Preferred
Stock in one or more series and with such relative rights, powers, preferences,
limitations as the Board of Directors may determine at the time of issuance.
Such shares may be convertible into Common Stock and may be superior to the
Common Stock in the payment of dividends, liquidation, voting and other rights,
preferences and privileges. The issuance of shares of Preferred Stock could
adversely affect the holders of Common Stock and Non-Voting Common Stock. By way
of example, the issuance of Preferred Stock could be used in certain
circumstances to render more difficult or discourage a merger, tender offer,
proxy contest or removal of incumbent management. Preferred Stock may be issued
with voting and conversion rights that could adversely affect the voting power
and other rights of the holders of Common Stock. The Company does not have any
shares of Preferred Stock outstanding, and currently, the Company has no
intention to issue shares of Preferred Stock after the Offering.

REGISTRATION RIGHTS

The Company has granted certain demand and incidental registration rights
to BOCP II, BOCP V, Farm Bureau and the Warehouse Lender. BOCP II, BOCP V and/or
Farm Bureau may, and the Warehouse Lender after September 1, 1997 may, by
written notice, request that the Company register the shares of Common Stock and
Non-Voting Common Stock then held by BOCP II, BOCP V, Farm Bureau or the
Warehouse Lender, as the case may be (the "Registrable Securities"). The Company
is required to use its best efforts to effect any such registration requested by
BOCP II, BOCP V, Farm Bureau or the Warehouse Lender, but is not obligated to
effect more than one such registration for each of BOCP II, BOCP V, Farm Bureau
and the Warehouse Lender.

The Warehouse Lender, Farm Bureau, BOCP II and BOCP V also are entitled to
certain incidental registration rights with respect to their respective
Registrable Securities. These incidental registration rights provide, generally,
that if the Company proposes to register any of its capital stock under the
Securities Act, the Warehouse Lender, Farm Bureau, BOCP II and BOCP V are
entitled to notice by the Company of such proposed registration and are entitled
to include any or all of their Registrable Securities in the registration.
However, if the underwriters for any such offering deliver a written opinion to
the Warehouse Lender, Farm Bureau, BOCP II or BOCP V, as the case may be, to the
effect that the number of securities which the Warehouse Lender, Farm Bureau,
BOCP II, BOCP V, the Company and all other holders of securities intend to
include in such registration is sufficiently large as to potentially have an
adverse effect on the offering, then the number of securities to be offered
pursuant to such registration statement by the Warehouse Lender, Farm Bureau,
BOCP II, BOCP V and the other holders proposed to be included in such
registration, but in no event the Company, will be reduced pro rata among such
holders to the recommended level of the underwriter. The Company is not required
to effect more than three incidental registrations for each of Farm Bureau,
BOCP II and BOCP V and an unlimited number of incidental registrations for the
Warehouse Lender.

In connection with each of the registrations required to be effected by the
Company for the Warehouse Lender, Farm Bureau, BOCP II and BOCP V, the Company
has agreed to pay all expenses incurred in connection with any such
registration, except for any underwriting discounts.

Farm Bureau, BOCP II and BOCP V are by written agreement entitled to
exchange any shares of Non-Voting Common Stock held by them for shares of Common
Stock, on a share-for-share basis under the following circumstances: (i) Farm
Bureau, BOCP II or BOCP V, as the case may be (in such case, the "exchanging
stockholder"), sells its Registrable Securities in a widely dispersed public
offering, (ii) the exchanging stockholder sells its Registrable Securities in a
private placement pursuant to Rule 144 or Rule 144A promulgated under the
Securities Act, provided that no purchaser of such shares acquires more than 2%
of the Company's outstanding voting capital stock, (iii) the exchanging
stockholder sells its Registrable Securities directly to a third party who
elects to exchange such shares, or (iv) the exchanging stockholder does not own
or have the right to acquire more than 4.9% of the outstanding voting capital
stock of the Company.

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<PAGE>

In connection with the acquisition of FIRSTPLUS West, the Company agreed to
file with the Commission, prior to November 20, 1996, a registration statement
for the public sale of an aggregate of $5,000,000 of Common Stock held by the
former shareholders of FIRSTPLUS West. In the event such offering is not
underwritten, the former shareholders of FIRSTPLUS West may require the Company
to file one shelf registration for such securities, provided the former
shareholders pay all expenses incident thereto.

In connection with the acquisition of National, the Company agreed to file
with the Commission, prior to November 9, 1996, a registration statement for the
public sale of up to an aggregate of 250,998 shares of Common Stock held by the
former shareholders of National.

CERTAIN CHARTER, BYLAWS AND STATUTORY PROVISIONS

Certain provisions in the Articles of Incorporation, the Bylaws and the
Nevada General Corporation Law could have the effect of delaying, deferring or
preventing changes in control of the Company. See "Risk Factors - Effect of
Certain Charter, Bylaw and Statutory Provisions."

MISCELLANEOUS

Certain state securities laws restrict issuers with dual classes of common
stock from offering equity securities of such issuers. The Company does not
believe that any such state law restrictions will have a material adverse effect
on the amount of equity securities the Company will be able to offer or the
price obtainable for such securities by the Company or by stockholders in the
secondary trading market.

TRANSFER AGENT AND REGISTRAR

The Transfer agent and registrar for the Company's Common Stock is KeyCorp
Shareholder Services, Inc.

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PLAN OF DISTRIBUTION

This Prospectus relates to 100,401 shares of Common Stock that may be
offered and sold from time to time by certain shareholders of the Company, all
of whom have been accorded certain registration rights by the Company that
permit such holders to include such shares in this Prospectus. See "Description
of Capital Stock - Registration Rights."

The Common Stock covered hereby may be offered and sold from time to time
by the Selling Shareholders. The Selling Shareholders will act independently of
the Company in making decisions with respect to the timing, manner and size of
each sale. Such sales may be made on the Nasdaq National Market, in the over-
the-counter market or otherwise (which may include the pledge or hypothecation
of some or all of the Shares), at fixed prices that may be changed, at market
prices prevailing at the time of the sale, at prices related to the then
prevailing market prices or in negotiated transactions, including, without
limitation, pursuant to an underwritten offering or pursuant to one or more of
the following methods: (a) purchases by a broker-dealer as principal and resale
by such broker-dealer for its account pursuant to this Prospectus; (b) ordinary
brokerage transactions and transactions in which a broker solicits purchasers;
(c) block trades in which a broker-dealer so engaged will attempt to sell the
shares as agent but may take a position and resell a portion of the block as
principal to facilitate the transaction; and (d) private transactions.

Except as otherwise indicated, the table below sets forth certain
information with respect to the Common Stock as of October 31, 1996. The term
Selling Shareholders includes the beneficial owners of such Common Stock
listed below. Except as otherwise indicated, other than as a result of the
ownership of the Common Stock, none of the Selling Shareholders has had any
material relationship with the Company or any of its affiliates within the past
three years.

<TABLE>
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED BEFORE THE SHARES OF OWNED AFTER THE
OFFERING (1) COMMON OFFERING (1)(2)
------------------- STOCK THAT --------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT MAY BE SOLD NUMBER PERCENT
- --------------------------- ------- ------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
Clydean S. Fitch and
William O. Fitch(3)......... 205,362 1.8 82,145 123,217 1.1
Lynn Fitch Mitchell(3)....... 22,818 * 9,128 13,690 *
Lisa Fitch Wavro(3) ......... 22,818 * 9,128 13,690 *
</TABLE>

- -----------
* Represents less than one percent.

(1) Based on 11,249,570 shares of Common Stock outstanding on October 31, 1996.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Except

<PAGE>

as indicated in the footnotes to this table and subject to applicable
community property laws, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock beneficially
owned.

(2) Assumes the sale of all shares offered hereby.

(3) Represents shares of Common Stock received in connection with the
acquisition of National.

In view of the fact that Selling Shareholders may offer all or a portion
of the shares of Common Stock held by them pursuant to this offering, and
because this offering is not being underwritten on a firm commitment basis,
no assurance can be given as to the number of shares of Common Stock that
will be held by the Selling Shareholders after completion of this offering.
Information concerning the Selling Shareholders may change from time to time
and any such changed information that the Company becomes aware of will be
set forth in supplements to this Prospectus if and when necessary.

The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the offering or
sale of the Common Stock. Underwriters, brokers, dealers or agents may
participate in such transactions as agents and may, in such capacity, receive
brokerage commissions from the Selling Shareholders or purchasers of such
Common Stock. Such underwriters, brokers, dealers or agents may also purchase
the Common Stock and resell such securities for their own account. The
Selling Shareholders and such underwriters, brokers, dealers or agents may be
considered "underwriters" as that term is defined by the Securities Act,
although the Selling Shareholders disclaim such status. Any commissions,
discounts or profits received by such underwriters, brokers, dealers or
agents in connection with the foregoing transactions may be deemed to be
underwriting discounts and commissions under the Securities Act. The Common
Stock may also be sold in accordance with Rule 144 and Rule 145 under the
Securities Act.

To comply with the securities laws of certain jurisdictions, if
applicable, the Common Stock may be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in
certain jurisdictions, the Common Stock may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or
unless an exemption from registration or qualification is available and is
complied with.

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may be limited in its
ability to engage in market activities with respect to such shares of Common
Stock. In addition and without limiting the foregoing, each Selling
Shareholder will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Rules
10b-2, 10b-5, 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Common Stock by the Selling Shareholders.
All of the foregoing may effect the marketability of the Common Stock.

The Company may suspend the use of this Prospectus, and any supplements
hereto, in certain circumstances due to pending corporate developments,
public filings with the Commission or similar events. The Company is
obligated, in the event of such suspension, to use its reasonable efforts to
ensure that the use of the Prospectus may be resumed as soon as possible.

The Company has agreed to pay substantially all of the expenses incident
to the registration, offering and sale of the Common Stock to the public
other than commissions and discounts of agents, dealers or underwriters.

67
<PAGE>

Such expenses (excluding such commissions and discounts) are estimated to be
approximately $_________. The Company has also agreed to indemnify the
Selling Shareholders against certain liabilities, including certain
liabilities under the Securities Act.

LEGAL MATTERS

The validity of the Common Stock to be offered hereby will be passed
upon for the Company and the Selling Shareholders by Jenkens & Gilchrist, a
Professional Corporation, Dallas, Texas.

EXPERTS

The consolidated financial statements of the Company at June 30, 1996
and September 30, 1995 and 1994 and for the nine months in the periods ended
June 30, 1996 and 1995 and for each of the three years in the period ended
September 30, 1995, appearing in this Prospectus have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

The financial statements of Remodelers National Funding Corp. (referred
to herein as FIRSTPLUS Financial) at September 30, 1994 and for the
nine-month period then ended, appearing in this Prospectus have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on
Form S-1 under the Securities Act, of which this Prospectus is a part, with
respect to the Common Stock offered hereby. This Prospectus omits certain
information contained in the Registration Statement, including exhibits
thereto, and reference is made to the Registration Statement for further
information with respect to the Company and the Common Stock offered hereby.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents and when any such document is an
exhibit to the Registration Statement, each such statement is qualified in
its entirety by reference to the copy of such document filed with the
Commission. Copies of the Registration Statement, and exhibits thereto, may
be acquired upon payment of the prescribed fees or examined without charge at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.

The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. Reports and other information filed by the Company with the
Commission pursuant to the information requirements of the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Seven
World Trade Center, 13th Floor, New York, New York 10048 and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
can be obtained at prescribed rates from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a World Wide Web Site that contains
reports, proxy statements and other information regarding registrants, such
as the Company, that file electronically with the Commission. The address of
the site is http://www.sec.gov.

<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES
Report of Independent Auditors.......................................................................... F-2
Consolidated Balance Sheets as of September 30, 1994, 1995 and June 30, 1996............................ F-3
Consolidated Statements of Income for the Years Ended September 30, 1993, 1994 and 1995 and the Nine
Months Ended June 30, 1995 and 1996.................................................................... F-4
Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 1993, 1994 and 1995
and the Nine Months Ended June 30, 1996................................................................ F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 1993, 1994 and 1995 and the Nine
Months Ended June 30, 1995 and 1996.................................................................... F-6
Notes to Consolidated Financial Statements.............................................................. F-7

REMODELERS NATIONAL FUNDING CORP. (FIRSTPLUS FINANCIAL)
Report of Independent Auditors.......................................................................... F-18
Balance Sheet as of September 30, 1994.................................................................. F-19
Statement of Operations for the Nine Months Ended September 30, 1994.................................... F-20
Statement of Stockholder's Equity for the Year Ended December 31, 1993 and the Nine Months Ended
September 30, 1994..................................................................................... F-21
Statement of Cash Flows for the Nine Months Ended September 30, 1994.................................... F-22
Notes to Financial Statements........................................................................... F-23

</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
RAC Financial Group, Inc.

We have audited the accompanying consolidated balance sheets of RAC
Financial Group, Inc. and subsidiaries as of September 30, 1994 and 1995 and
June 30, 1996, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended September
30, 1995, and for the nine months ended June 30, 1995 and 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of RAC Financial
Group, Inc. and subsidiaries at September 30, 1994 and 1995 and June 30, 1996,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended September 30, 1995, and for the nine
months ended June 30, 1995 and 1996, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
August 1, 1996

F-2
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS (NOTE 7)

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------- JUNE 30,
1994 1995 1996
------------ ------------ --------------
<S> <C> <C> <C>
Cash and cash equivalents............................................ $ 2,308,267 $ 2,485,511 $ 2,337,175
Loans held for sale, net (Notes 3 and 4)............................. 6,104,710 19,435,177 165,739,548
Excess servicing receivable (Note 5)................................. -- 29,743,987 116,752,613
Subordinated certificates held for sale (Note 5)..................... -- 1,312,500 16,527,471
Receivable from trusts............................................... -- 2,571,668 10,969,916
Other assets (Note 6)................................................ 3,728,421 5,791,665 10,526,174
------------ ------------ --------------
Total assets..................................................... $ 12,141,398 $ 61,340,508 $ 322,852,897
------------ ------------ --------------
------------ ------------ --------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities............................. $ 2,176,033 $ 6,936,703 $ 14,804,804
Warehouse financing facilities with affiliates (Note 7).............. 4,994,504 18,529,557 142,829,746
Term line of credit (Note 7)......................................... -- 9,248,872 37,068,982
Notes payable (Note 7)............................................... 650,000 871,906 1,120,298
Subordinated notes payable to affiliates (Note 7).................... -- 8,002,500 7,002,500
Allowance for possible credit losses on loans sold (Note 4).......... -- 3,906,506 27,381,893
Deferred tax liabilities, net (Note 8)............................... -- 2,110,593 11,450,838
------------ ------------ --------------
Total liabilities................................................ 7,820,537 49,606,637 241,659,061
Contingencies and Commitments (Note 14)
Stockholders' Equity:
Preferred stock Series A, non-voting, $1 par value, 8% cumulative
dividend (Note 9):
Authorized -- 300,000
Issued and outstanding shares -- 300,000 -- 1994; 100,000 --
1995; none -- 1996.............................................. 300,000 100,000 --
Preferred stock Series B, non-voting, $1 par value, 8% cumulative
dividend (Note 9):
Authorized, issued, and outstanding shares -- 2,300,000.......... -- 2,300,000 --
Common stock, $0.01 par value (Note 9):
Authorized shares -- 100,000,000
Issued and outstanding shares -- 5,490,000 -- 1994; 7,500,000 --
1995; 11,249,570 -- 1996........................................ 54,900 75,000 112,496
Non-voting common stock, $0.01 par value (Note 9):
Authorized shares -- 25,000,000
Issued and outstanding shares -- 1,474,402 -- 1995; 2,220,338 --
1996............................................................ -- 14,744 22,203
Additional capital................................................. 5,179,200 3,626,928 54,830,257
Retained earnings (deficit)........................................ (1,213,239) 5,617,199 26,228,880
------------ ------------ --------------
Total stockholders' equity....................................... 4,320,861 11,733,871 81,193,836
------------ ------------ --------------
Total liabilities and stockholders' equity....................... $ 12,141,398 $ 61,340,508 $ 322,852,897
------------ ------------ --------------
------------ ------------ --------------
</TABLE>

See accompanying notes.

F-3
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, NINE MONTHS ENDED JUNE 30,
------------------------------------------- ----------------------------
1993 1994 1995 1995 1996
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues:
Gains on sales of loans, net.............. $ 17,115,097 $ 27,671,211 $ 29,113,701 $ 18,183,825 $ 89,815,498
Interest.................................. 145,420 1,845,001 2,860,372 1,672,700 10,760,783
Servicing income.......................... -- 71,982 1,049,188 698,097 2,673,773
Other income.............................. 54,146 251,766 873,077 923,080 5,391,887
------------- ------------- ------------- ------------- -------------
Total revenues.......................... 17,314,663 29,839,960 33,896,338 21,477,702 108,641,941
Expenses:
Salaries and employee benefits............ 7,265,077 17,054,236 10,110,448 5,984,052 22,542,156
Interest.................................. 28,345 1,040,552 2,660,407 1,461,840 8,609,778
Other operating........................... 2,631,594 6,464,674 6,962,933 4,985,516 17,319,595
Provision for possible credit losses...... -- 125,000 4,419,736 2,256,134 26,561,482
------------- ------------- ------------- ------------- -------------
Total expenses.......................... 9,925,016 24,684,462 24,153,524 14,687,542 75,033,011
------------- ------------- ------------- ------------- -------------
Income before income taxes.................. 7,389,647 5,155,498 9,742,814 6,790,160 33,608,930
Provision for income taxes.................. -- -- (3,903,304) (2,659,974) (12,771,393)
------------- ------------- ------------- ------------- -------------
Net income.................................. $ 7,389,647 $ 5,155,498 $ 5,839,510 $ 4,130,186 $ 20,837,537
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Net income per share of common
stock...................................... $ 0.94 $ 0.62 $ 0.56 $ 0.39 $ 1.70
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Weighted average common shares
and common equivalent shares
outstanding................................ 7,798,437 8,138,437 10,148,437 10,148,437 12,206,335
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>

See accompanying notes.

F-4
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
------------------------------------------ -------------------------------
SERIES "A" SERIES "B" VOTING NON-VOTING
-------------------- -------------------- -------------------- ---------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1992................... 300,000 $ 300,000 5,150,000 $ 51,500
Preferred Stock dividends.......................
Distributions (Note 1)..........................
Net (loss) income...............................
--------- --------- --------- --------- --------- --------- ---------
Balance at September 30, 1993................... 300,000 300,000 5,150,000 51,500
Preferred Stock dividends.......................
Issuance of common stock........................ 340,000 3,400
Cancellation of loans to officer assumed by
stockholders...................................
Distributions (Note 1)..........................
Net (loss) income...............................
--------- --------- --------- --------- --------- --------- ---------
Balance at September 30, 1994................... 300,000 300,000 5,490,000 54,900
Investment in subsidiary -- RNFC................ 2,300,000 $2,300,000 2,010,000 20,100
Issuance of common stock and stock warrants..... 1,474,402
Redemption of preferred stock................... (200,000) (200,000)
Preferred Stock dividends.......................
Distributions (Note 1)..........................
Net (loss) income...............................
--------- --------- --------- --------- --------- --------- ---------
Balance at September 30, 1995................... 100,000 100,000 2,300,000 2,300,000 7,500,000 75,000 1,474,402
Issuance of common stock and stock warrants..... 3,295,000 32,950 1,200,506
Transfer of Non-voting to Voting................ 454,570 4,546 (454,570)
Redemption of preferred stock................... (100,000) (100,000) (2,300,000) (2,300,000)
Preferred Stock dividends.......................
Net (loss) income...............................
Other...........................................
--------- --------- --------- --------- --------- --------- ---------
Balance at June 30, 1996........................ -- $ -- -- $ -- 11,249,570 $ 112,496 2,220,338
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

RETAINED
ADDITIONAL EARNINGS
AMOUNT CAPITAL (DEFICIT) TOTAL
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at September 30, 1992................... $1,216,336 $ (82,729) $1,485,107
Preferred Stock dividends....................... (32,340) (32,340)
Distributions (Note 1).......................... (4,196,871) (4,196,871)
Net (loss) income............................... 7,569,955 (180,308) 7,389,647
----------- ---------- ---------- ----------
Balance at September 30, 1993................... 4,589,420 (295,377) 4,645,543
Preferred Stock dividends....................... (70,500) (70,500)
Issuance of common stock........................ 1,659,848 1,663,248
Cancellation of loans to officer assumed by
stockholders................................... (200,000) (200,000)
Distributions (Note 1).......................... (6,872,928) (6,872,928)
Net (loss) income............................... 5,802,860 (647,362) 5,155,498
----------- ---------- ---------- ----------
Balance at September 30, 1994................... 5,179,200 (1,213,239) 4,320,861
Investment in subsidiary -- RNFC................ 1,147,239 3,467,339
Issuance of common stock and stock warrants..... $ 14,744 485,256 500,000
Redemption of preferred stock................... (200,000)
Preferred Stock dividends....................... (26,864) (26,864)
Distributions (Note 1).......................... (2,166,975) (2,166,975)
Net (loss) income............................... (1,017,792) 6,857,302 5,839,510
----------- ---------- ---------- ----------
Balance at September 30, 1995................... 14,744 3,626,928 5,617,199 11,733,871
Issuance of common stock and stock warrants..... 12,005 51,165,999 51,210,954
Transfer of Non-voting to Voting................ (4,546) --
Redemption of preferred stock................... (2,400,000)
Preferred Stock dividends....................... (264,842) (264,842)
Net (loss) income............................... (38,986) 20,876,523 20,837,537
Other........................................... 76,316 76,316
----------- ---------- ---------- ----------
Balance at June 30, 1996........................ $ 22,203 $54,830,257 $26,228,880 $81,193,836
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
</TABLE>

See accompanying notes.

F-5
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED SEPTEMBER 30, ENDED JUNE 30,
---------------------------------------- --------------
1993 1994 1995 1995
----------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income..................................................... $ 7,389,647 $ 5,155,498 $ 5,839,510 $ 4,130,186
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Provision for possible credit losses......................... 16,066 264,429 4,387,186 2,256,134
Depreciation and amortization................................ 152,495 359,629 419,801 280,425
Gain on sales of loans....................................... (438,607) (2,071,620) (34,009,029) (19,149,185)
Changes in operating assets and liabilities:
Excess servicing receivable amortization................... -- -- 487,618 294,450
Loans originated or acquired............................... (2,614,783) (812,643) (208,709,884) (196,891,056)
Principal collected and proceeds from sale of loans........ -- -- 203,840,116 186,229,090
Accrued interest receivable................................ -- -- 457,945 232,615
Excess servicing receivable, net........................... -- -- 1,364,909 (2,670,125)
Receivable from trusts..................................... -- -- (2,417,202) (3,564,185)
Subordinated Certificates held for sale.................... -- -- (1,312,500) --
Other assets............................................... 409,299 (639,279) (1,048,753) (33,501)
Accounts payable and accrued expenses...................... 87,127 979,293 2,381,646 953,985
Other liabilities.......................................... -- 416,532 483,988 --
Deferred tax liability..................................... -- -- 2,110,593 1,893,682
----------- ----------- -------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES............ 5,001,244 3,651,839 (25,724,056) (26,037,485)
INVESTING ACTIVITIES:
Cash from acquisitions......................................... -- -- 624,571 524,571
Proceeds from maturity of short-term investments............... 100,000
Acquisition costs of RNFC...................................... -- -- (530,562) --
Advances to stockholders....................................... (324,589) (776,168) 552,932 --
Marketable securities.......................................... (628,735) 628,735 -- --
Purchases of equipment and leasehold improvements.............. (435,447) (635,366) (761,132) (424,840)
----------- ----------- -------------- --------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES............ (1,388,771) (782,799) (114,191) 199,731
----------- ----------- -------------- --------------
FINANCING ACTIVITIES:
Borrowings on warehouse financing facilities, net.............. 1,862,774 157,260 10,436,052 8,634,749
Borrowings on term line of credit.............................. -- 2,888,872 9,248,872 5,135,423
Borrowings on (repayments of) notes payable, net............... -- 350,000 221,906 5,712,524
Proceeds from (repayments of) subordinated notes payable to
affiliates.................................................... -- -- 8,002,500 7,175,004
Repayments on subordinated notes payable to affiliates......... (212,000) -- -- --
Redemptions of preferred stock................................. -- -- (200,000) (200,000)
Common stock issued............................................ -- 1,663,248 500,000 450,000
Distributions.................................................. (4,196,871) (6,872,928) (2,166,975) (2,166,975)
Preferred stock dividends...................................... (32,340) (70,500) (26,864) (26,864)
----------- ----------- -------------- --------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES............ (2,578,437) (1,884,048) 26,015,491 24,713,861
----------- ----------- -------------- --------------
INCREASE (DECREASE) IN CASH.................................... 1,034,036 984,992 177,244 (1,123,893)
Cash and cash equivalents at beginning of period............... 289,239 1,323,275 2,308,267 3,433,509
----------- ----------- -------------- --------------
Cash and cash equivalents at end of period..................... $ 1,323,275 $ 2,308,267 $ 2,485,511 $ 2,309,616
----------- ----------- -------------- --------------
----------- ----------- -------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period................................ $ 28,345 $ 1,040,552 $ 1,997,129 $ 1,441,033
----------- ----------- -------------- --------------
----------- ----------- -------------- --------------
Non-cash Investing and Financing Activities:
Acquisition of assets, net..................................... -- -- $ 2,312,206 --
----------- ----------- -------------- --------------
----------- ----------- -------------- --------------

1996
--------------
<S> <C>
OPERATING ACTIVITIES:
Net income..................................................... $ 20,837,537
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Provision for possible credit losses......................... 26,561,482
Depreciation and amortization................................ 521,706
Gain on sales of loans....................................... (94,036,911)
Changes in operating assets and liabilities:
Excess servicing receivable amortization................... 7,279,761
Loans originated or acquired............................... (909,102,380)
Principal collected and proceeds from sale of loans........ 785,068,615
Accrued interest receivable................................ (1,297,768)
Excess servicing receivable, net........................... (179,626)
Receivable from trusts..................................... (9,748,781)
Subordinated Certificates held for sale.................... (15,214,971)
Other assets............................................... (3,581,762)
Accounts payable and accrued expenses...................... 6,445,574
Other liabilities.......................................... --
Deferred tax liability..................................... 9,340,245
--------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES............ (177,107,279)
INVESTING ACTIVITIES:
Cash from acquisitions......................................... 251,894
Proceeds from maturity of short-term investments...............
Acquisition costs of RNFC...................................... --
Advances to stockholders....................................... --
Marketable securities.......................................... --
Purchases of equipment and leasehold improvements.............. (784,985)
--------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES............ (533,091)
--------------
FINANCING ACTIVITIES:
Borrowings on warehouse financing facilities, net.............. 102,440,083
Borrowings on term line of credit.............................. 27,820,110
Borrowings on (repayments of) notes payable, net............... (795,917)
Proceeds from (repayments of) subordinated notes payable to
affiliates.................................................... (1,000,000)
Repayments on subordinated notes payable to affiliates......... --
Redemptions of preferred stock................................. (2,400,000)
Common stock issued............................................ 51,210,954
Distributions.................................................. --
Preferred stock dividends...................................... (264,842)
--------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES............ 177,010,388
--------------
INCREASE (DECREASE) IN CASH.................................... (629,982)
Cash and cash equivalents at beginning of period............... 2,967,157
--------------
Cash and cash equivalents at end of period..................... $ 2,337,175
--------------
--------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period................................ $ 8,609,778
--------------
--------------
Non-cash Investing and Financing Activities:
Acquisition of assets, net..................................... --
--------------
--------------
</TABLE>

See accompanying notes.

F-6
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1996

1. ACQUISITION
RAC Financial Group, Inc., a Nevada corporation (RAC or the Company),
through its four subsidiaries, FIRSTPLUS Financial, Inc. (FIRSTPLUS Financial),
formerly known as Remodelers National Funding Corp., a Texas corporation, SFA:
State Financial Acceptance Corp., a Texas corporation (SFAC), FIRSTPLUS
Financial West, Inc., formerly known as Mortgage Plus Incorporated, a Colorado
corporation, and First Security Mortgage Corporation (FIRSTPLUS East), a South
Carolina corporation, is a specialized consumer finance company that originates,
services, and sells Title I and conventional home improvement loans, including
debt consolidation loans. The Company originates loans through wholesale
purchase, indirect and direct transactions. The Company sells substantially all
of the loans it originates and purchases through asset-backed securitizations to
investors in the form of pass-through certificates and retains the loan
servicing rights.

SFAC is a conventional home improvement lender. In prior years, SFAC
purchased property improvement loans at a discount from contractors and sold
packages of these loans at a premium. On October 4, 1994, RAC was formed by the
senior management of SFAC together with Farm Bureau Life Insurance Company (Farm
Bureau), which, at the time indirectly owned 100% of the common stock of
FIRSTPLUS Financial, for the purpose of purchasing FIRSTPLUS Financial (the
Combination). FIRSTPLUS Financial is an approved Title I Loan originator and
servicer.

In connection with the formation of RAC, the stockholders of SFAC exchanged
all of the common and preferred stock of SFAC for 4,690,000 shares of the $0.01
par value voting common stock (Common Stock) and 300,000 shares of the $1 par
value preferred stock of RAC (Series A Preferred Stock). This exchange between
SFAC and RAC was accounted for at book value since the exchange of shares of
SFAC for RAC was between enterprises under common control and the financial
statements have been restated in a manner similar to a pooling of interests. At
the same time, RAC acquired FIRSTPLUS Financial through the issuance of
2,010,000 shares of Common Stock and 2,300,000 shares of the $1 par value
preferred stock of RAC (Series B Preferred Stock) to Farm Bureau in exchange for
all of the common stock of FIRSTPLUS Financial. The acquisition of FIRSTPLUS
Financial was accounted for using the purchase method of accounting to reflect
fair values. After the formation of RAC, the former management and stockholders
of SFAC maintained control of the management and voting stock of RAC. Therefore,
the historical financial statements of SFAC are included with RAC's.

Assets and liabilities acquired from FIRSTPLUS Financial were recorded at
their respective fair values. The primary assets acquired were loans held for
sale of approximately $5 million and excess servicing receivable of
approximately $1.7 million. The primary liabilities assumed were a warehouse
financing facility of approximately $3.1 million and principal and interest due
on loan participations sold of approximately $1.8 million. The difference
between the fair value of the assets acquired less liabilities assumed and the
purchase price including acquisition costs of approximately $530,000 was
recorded as goodwill.

In November 1995, the Company purchased the capital stock of another home
improvement lender, First Security Mortgage Corporation. The significant assets
of FIRSTPLUS East consisted of approximately $9.3 million in mortgage loans held
for sale. The acquisition was accounted for as a purchase business combination
and all tangible and identified intangible assets and liabilities were recorded
at their respective fair values. (See Note 16)

In May 1996, 800,000 common shares of the Company were issued in exchange
for all of the outstanding common stock of Mortgage Plus, Incorporated (MPI), in
a transaction accounted for as a pooling of interests. MPI was subsequently
renamed FIRSTPLUS Financial West, Inc. (FIRSTPLUS West). As such, the
consolidated financial information of the Company has been restated to include
the accounts of FIRSTPLUS West for all periods presented. As FIRSTPLUS West was
a Subchapter S corporation prior to the pooling with RAC, its retained earnings
activity (net income (loss) and distributions) on a separate company basis has
been reclassified to additional capital. Prior to the acquisition, FIRSTPLUS
West operated on a fiscal year end of April 30.

F-7
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. ACQUISITION (CONTINUED)
FIRSTPLUS West's prior years financial statements have been combined with the
Company's financial statements without recasting the periods presented, except
for the financial information as of and for the nine months ended June 30, 1996
and 1995. Such combination results in operations for FIRSTPLUS West for the
period from July 1, 1995 through September 30, 1995 being excluded from the
presentation. Net income for FIRSTPLUS West for this period was approximately
$58,000. Separate results of the Company and FIRSTPLUS West for the periods
presented are as follows (dollars in thousands):

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JUNE 30,
------------------------------- ---------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenue:
RAC..................................................... $ 533 $ 2,446 $ 28,951 $ 17,860 $ 94,887
FIRSTPLUS West.......................................... 16,781 27,394 4,962 3,618 13,911
Elimination of intercompany transactions................ -- -- (18) -- (156)
--------- --------- --------- --------- ----------
17,314 29,840 33,895 21,478 108,642
Expenses:
RAC..................................................... 714 3,093 18,172 10,332 61,059
FIRSTPLUS West.......................................... 9,211 21,592 5,981 4,356 13,974
Provision for income taxes.............................. -- -- 3,903 2,660 12,771
--------- --------- --------- --------- ----------
9,925 24,685 28,056 17,348 87,804
Net income (loss):
RAC..................................................... (181) (647) 6,876 4,868 21,057
FIRSTPLUS West.......................................... 7,570 5,802 (1,019) (738) (63)
Elimination of intercompany transactions................ -- -- (18) -- (156)
--------- --------- --------- --------- ----------
$ 7,389 $ 5,155 $ 5,839 $ 4,130 $ 20,838
--------- --------- --------- --------- ----------
--------- --------- --------- --------- ----------
</TABLE>

2. SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of RAC and its
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

REVENUE RECOGNITION

The Company generates revenue from the sale of loans through asset-backed
securitizations by selling pass-through certificates through grantor trust
conduits (the Trusts). Excess servicing gains on sales of loans through
securitizations principally represent the present value of the differential
between the interest rates charged on the loans and the interest rates passed on
to the purchasers of the certificates, after considering the effects of
estimated prepayments, servicing fees, and other administrative costs. Excess
servicing gains on sales of loans are recorded at the settlement date. All
related premiums or discounts on the loans sold are netted against the gain on
sale of the loans. The securitizations have been recorded as sales in accordance
with Statement of Financial Accounting Standards No. 77, "Reporting by
Transferors for Transfers of Receivables with Recourse."

An excess servicing receivable (the Receivable) is recorded at the time of
sale that is equal to the excess servicing gain on sale of loans. The Receivable
is amortized in proportion to and over the expected lives of the related loans
giving effect to the prepayment assumptions utilized in its determination and is
carried at its estimated net realizable value.

The carrying value of the Receivable is analyzed for possible impairment
quarterly by the Company on a disaggregated basis by the predominant risk
characteristic of loan type to determine whether prepayment and default
experience has an impact on carrying value. Expected cash flows of the
underlying loans sold are

F-8
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
reviewed based upon current economic conditions and the type of loans originated
and are revised as necessary using the original discount rate used in
calculating the gain on sale. The Company generally makes loans to
credit-impaired borrowers whose borrowing needs may not be met by traditional
financial institutions due to credit qualification requirements, primarily due
to high loan-to-value ratios. The Company has found that credit-impaired
borrowers are payment sensitive rather than interest-rate sensitive. As such,
the Company does not consider interest rates to be a predominant risk
characteristic for purposes of valuation impairment. Impairment losses, if any,
arising from adverse prepayment and default experience are recognized as a
charge to earnings while favorable experience is not recognized until realized.

During the nine months ended June 30, 1996, the Company pooled and
securitized $427.2 million of loans through five grantor trust conduits. Four
trusts sold pass-through certificates in private placements. One trust (1996-2)
sold pass-through certificates in a public offering. The certificates have fixed
coupon rates and estimated remaining maturities ranging from 2 to 20 years.

To a lesser extent, the Company generates revenue from the bulk sale of
loans. Bulk sale gains represent the difference between the sale price, which is
received in cash, and the cost of the loans sold.

The Company generally retains servicing rights and recognizes servicing
income from fees, prepayment penalties and late payment charges earned for
servicing the loans owned by investors, certificate holders, and others.
Servicing and other fees are generally earned at rates ranging from
approximately 0.75% to 1.25% of the unamortized loan balance being serviced.
Servicing income is recognized when collected.

Interest income from loans is recognized using the interest method. The
Company ceases to accrue interest income on loans which become 90 days past due.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

LOANS HELD FOR SALE

Title I and conventional loans held for sale are carried at the lower of
cost or market. Typically, the Company obtains a second or third property
improvement lien as collateral.

RECEIVABLE FROM TRUSTS

The Company is required to maintain a deposit with the trustees for the
Trusts equal to a set percentage of the par value of the securitized portfolio
to supplement unanticipated shortfalls in payments to certificate holders (the
Receivable from Trusts). The certificate holders' recourse to the Company is
limited to this required reserve balance and the Receivable related to the
specific securitization. The amounts on deposit are invested in certain
short-term instruments as permitted by each Trust's pooling and servicing
agreement. To the extent that amounts on deposit exceed specified levels,
distributions are made to the Company. Upon maturity of the certificates, any
remaining amounts on deposit are distributed to the Company.

ALLOWANCE FOR POSSIBLE CREDIT LOSSES

Provision for credit losses is charged to income in amounts sufficient to
maintain the allowance at a level considered adequate to cover anticipated
losses resulting from liquidation of outstanding loans. The allowance for credit
losses is based upon periodic analysis of the portfolio, economic conditions and
trends, historical credit loss experience, borrowers' ability to repay, and
collateral values. The allowance for credit losses on loans sold represents the
Company's best estimate of future credit losses likely to be incurred over the
life of the loans sold. This allowance has been discounted using an interest
rate of 6.5% which is considered to be equivalent to the risk-free market rate
for securities with a duration consistent with the estimated timing of losses
based on guidance issued by the Financial Accounting Standards Board's Emerging
Issues Task Force (EITF) in Issue 92-2. The Company's charge-off policy is based
on a review of each individual receivable.

F-9
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

Federal and state income taxes are accounted for utilizing the liability
method, and deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using enacted tax rates and laws that will be in effect when
the differences are expected to reverse.

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

Earnings per common and common equivalent are computed by dividing net
income less preferred dividends by the weighted average number of shares of
Common Stock and Common Stock equivalents outstanding. Common Stock equivalents
consist of the dilutive effect of Common Stock which may be issued upon exercise
of stock warrants assuming such warrants were outstanding the entire fiscal
period. All share and per-share amounts have been restated to reflect the
67-for-one stock split the Company effected in July 1995. Earnings per share and
fully diluted earnings per share are substantially the same. Pursuant to the
requirements of the Securities and Exchange Commission, common shares and common
equivalent shares issued at prices below the estimated public offering price
during the 12 months immediately preceding the date of the initial filing of the
Registration Statement have been included in the calculation of common shares
and common share equivalents, using the treasury stock method, as if they were
outstanding for all periods presented. All common share and per share data,
except par value per share, have been retroactively adjusted to reflect the
67-for-one stock split of the Company's Common Stock.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments at June 30, 1996 and September 30, 1995
consist primarily of loans held for sale, excess servicing receivable, and
subordinated certificates held for sale as well as warehouse financing
facilities, term lines of credit, and other debt instruments. The loans held for
sale represent recent production and as such, their carrying value approximates
their current fair value. The excess servicing receivable is primarily related
to loans sold during the nine months ended June 30, 1996. The discount rate used
to calculate the present value of the excess servicing during this period
remains consistent with the prior period presented and management believes it is
still appropriate as of June 30, 1996. Also, prepayment and default assumptions
used to calculate the excess servicing receivable are substantially consistent
with the performance experience of the underlying loans. Additionally, the
market rates applicable to the subordinated certificates held for sale is not
significantly different than the rates used to record the asset originally. All
significant outstanding debt, including the warehouse financing facilities, term
lines of credit, and other debt instruments, are at variable rates at terms the
Company believes represent present market conditions. As such, the carry amounts
of the Company's outstanding debt instruments approximate their respective fair
value.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which will
primarily be applicable to the Company's securitization of receivables as well
as its repurchase agreements. SFAS No. 125 will require entities that acquire or
originate loans and subsequently sell or securitize those loans with retained
servicing rights to allocate the total cost of the loans to the mortgage
servicing rights and the mortgage loans. At this time, the Company has not
determined what effect,

F-10
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
if any, that the adoption of SFAS No. 125 may have on the Company's results of
operations or financial condition for fiscal 1997. The Company will be required
to assess the servicing rights for impairment based upon the fair value of those
rights. SFAS No. 125 is effective only for transactions after January 1, 1997.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which is effective beginning in the Company's 1997 fiscal year.
SFAS No. 123 allows companies to continue to account for stock-based employee
compensation plans under the existing accounting standard Accounting Principles
Board ("APB") Opinion No. 25, or adopt a fair value-based method of accounting
for stock options as compensation expense over the service period (generally the
vesting period) as defined in the new standard. SFAS No. 123 requires that if a
company continues to account for stock options under APB Opinion No. 25, it must
provide pro forma net income and earnings per share information "as if" the new
fair value approach had been adopted. The Company plans to continue to account
for stock-based compensation under APB Opinion No. 25 and will make the required
disclosures in its 1997 fiscal year financial statements.

3. LOANS HELD FOR SALE

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------- JUNE 30,
1994 1995 1996
------------ ------------- --------------
<S> <C> <C> <C>
Title I loans............................................. $ -- $ 7,202,788 $ 9,700,814
Conventional loans........................................ 3,809,041 14,066,740 133,581,226
First lien mortgages...................................... 3,061,481 27,871 17,535,170
Construction loans........................................ -- -- 2,447,800
------------ ------------- --------------
Subtotal................................................ 6,870,522 21,297,399 163,265,010
Participations sold....................................... -- (902,390) (29,595)
Allowance for possible credit losses...................... (325,429) (887,879) (1,616,173)
Net purchase premiums/(discount) on conventional loans.... (440,383) (71,953) 4,120,306
------------ ------------- --------------
Total................................................... $ 6,104,710 $ 19,435,177 $ 165,739,548
------------ ------------- --------------
------------ ------------- --------------
</TABLE>

The serviced loan portfolio, which includes the loans held for sale, as well
as loans serviced for the securitizations and other investors, consisted of
$238.3 million in Title I loans and $512.2 million in conventional loans at June
30, 1996.

4. ALLOWANCE FOR POSSIBLE CREDIT LOSSES
The activity in the allowance for possible credit losses is summarized as
follows:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS
SEPTEMBER 30, ENDED JUNE
------------------------ 30,
1994 1995 1996
---------- ------------ -------------
<S> <C> <C> <C>
Balance, beginning of period.................................. $ 131,367 $ 325,429 $ 4,794,385
Allowance from FIRSTPLUS Financial acquisition................ -- 160,000 --
Provision for possible credit losses.......................... 264,429 4,452,286 26,561,482
Charge-offs, net.............................................. (70,367) (143,330) (2,357,801)
---------- ------------ -------------
Balance, end of period........................................ $ 325,429 $ 4,794,385 $ 28,998,066
---------- ------------ -------------
---------- ------------ -------------
Components of Allowance:
Allowance for possible credit losses.......................... $ 325,429 $ 887,879 $ 1,616,173
Allowance for possible credit losses on loans sold............ -- 3,906,506 27,381,893
</TABLE>

F-11
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. ALLOWANCE FOR POSSIBLE CREDIT LOSSES (CONTINUED)
At June 30, 1996 and September 30, 1995, the gross allowance for possible
credit losses on loans sold was approximately $36.6 million and $6.8 million,
respectively, which was recorded at a discount using a risk-free interest rate
of 6.5%.

5. EXCESS SERVICING RECEIVABLE AND SUBORDINATED CERTIFICATES AVAILABLE FOR SALE
The activity in the Receivable is summarized as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
SEPTEMBER 30, JUNE 30,
1995 1996
------------- --------------
<S> <C> <C>
Balance, beginning of period............................................ $ -- $ 29,743,987
Acquired in FIRSTPLUS East acquisition.................................. 1,685,887 197,829
Excess servicing gains.................................................. 30,065,093 94,036,878
Excess servicing write-off.............................................. (969,412) (408,915)
Amortization............................................................ (487,618) (6,817,166)
Receivable reclassified to Receivable from Trust........................ (549,963) --
------------- --------------
Balance, end of period.................................................. $ 29,743,987 $ 116,752,613
------------- --------------
------------- --------------
</TABLE>

The Company discounts the cash flows on the securitized loans at a rate it
believes a purchaser would require as a rate of return. The rate used to
discount the cash flows was 11% for the year ended September 30, 1995 and for
the nine months ended June 30, 1996. These rates are based upon customer rates
on the respective loans, the use of which management believes is appropriate
when compared to the use of market data on interest-only strips on a risk
adjusted basis.

At June 30, 1996, the Company held as available for sale four subordinated
certificates from securitizations. The certificates were unrated and as such
there was no current established market values. Estimates of the fair market
value based on discounted cash flow analysis indicates that the carrying value
of the subordinated certificates approximates their fair value.

6. OTHER ASSETS
Other assets consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------- JUNE 30,
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
Goodwill, net............................................... $ -- $ 477,506 $ 430,635
Furniture, equipment and leasehold improvements,
net........................................................ 1,102,335 1,277,660 3,797,271
Prepaids and other.......................................... 2,626,086 4,036,499 6,298,268
------------ ------------ -------------
$ 3,728,421 $ 5,791,665 $ 10,526,174
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

Depreciable assets are stated at cost less accumulated depreciation.
Equipment is depreciated using a straight-line method based on estimated useful
lives ranging from 1 to 5 years. Leasehold improvements are amortized over the
life of the lease or asset whichever is shorter.

Goodwill is amortized on a straight-line basis over ten years.

7. DEBT

WAREHOUSE FINANCING FACILITIES

The Company has a $60 million warehouse facility with Bank One, Texas, N.A.,
an affiliate, for warehousing loans prior to sale through securitization. In
March 1996, the Company increased the Bank One Warehouse Facility from $20
million to $40 million, with a one-year maturity and, in June 1996,

F-12
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. DEBT (CONTINUED)
increased the Bank One Warehouse Facility to $60 million. At June 30, 1996,
approximately $46.8 million was outstanding under this warehouse facility. This
warehouse facility bears interest at the federal funds rate (5.3% at June 30,
1996) plus 1.25%, payable monthly. During the term of the facility, borrowings
have no stated maturity other than the repayment obligations coincident with the
principal payments of the underlying loans. Upon the sale of the warehoused
loans the warehouse facility is repaid. This warehouse facility matures in March
1997.

The Company also has a $130 million warehouse financing facility with a
nationally recognized finance company (the Warehouse Lender) for warehousing
loans prior to sale through securitization. This financing facility bears
interest at a rate based on the commercial paper rate of the Warehouse Lender's
parent plus 125 basis points payable monthly. This warehouse facility matures in
March 1997. The Warehouse Lender received a participation interest in the
securitizations completed in June and September 1995. At June 30, 1996,
approximately $56.7 million was outstanding under this warehouse facility.

Additionally, the Company has approximately $28.1 million outstanding under
several other warehouse lines bearing interest at rates primarily based on
spreads above LIBOR or prime.

In May 1996, the Company entered into a master repurchase agreement with
Bear Stearns Home Equity Trust 1996-1, which provided the Company with a $200
million loan repurchase facility (the "Bear Stearns Facility") which bears
interest based on a spread over the 30-day LIBOR and expires in May 1997.
Approximately $11.2 million is outstanding under this facility at June 30, 1996.

TERM LINE OF CREDIT

The Company has a $70 million working capital term line of credit with the
Warehouse Lender that is secured by the Company's subordinated certificates and
the Company's servicing rights. This line of credit bears interest at the rate
of 2.5% over the thirty day commercial paper issued by the Warehouse Lender's
parent with the principal amortized over 60 months. No additional borrowings may
occur under the term line beyond March 1997. The line of credit matures in
February 1999.

SUBORDINATED NOTES PAYABLE TO AFFILIATES

At June 30, 1996, the Company had $5.7 million principal amount of 12% fixed
rate subordinated notes (the Notes) outstanding which are held by Bank One,
which is an affiliate. The Notes become due on March 31, 2000. In addition, the
Company had a $1.35 million credit facility with Farm Bureau, which is an
affiliate. Advances under the facility carry 12% interest rates with principal
due March 31, 2000.

Both the Bank One Notes and the Farm Bureau credit facility referred to
above were issued with detachable stock warrants, allowing the affiliates to
purchase a total of 15% of the Company. All such warrants were exercised in
February 1996. See Note 9. The Notes are recorded at a discount which equals the
value of the warrants at the time of issuance. The Notes are secured by the
assets of the Company, but are subordinated to the rights of the various
warehouse lenders.

In conjunction with the various borrowings, the Company has agreed to
certain financial covenants regarding tangible net worth and leverage and was in
compliance with all such financial covenants at June 30, 1996.

F-13
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES
The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED JUNE
SEPTEMBER 30, 30,
1995 1996
------------- -------------
<S> <C> <C>
Current:
Federal................................................................. $ 1,613,443 $ 3,160,268
State................................................................... 179,268 270,880
------------- -------------
1,792,711 3,431,148
Deferred:
Federal................................................................. 1,794,000 8,602,858
State................................................................... 316,593 737,387
------------- -------------
2,110,593 9,340,245
------------- -------------
$ 3,903,304 $ 12,771,393
------------- -------------
------------- -------------
</TABLE>

The tax effects of temporary differences that give rise to the deferred tax
asset and liabilities are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1995 1996
------------- -------------
<S> <C> <C>
Deferred tax asset -- Allowance for possible credit losses................ $ 1,787,800 $ 614,146
Deferred tax liabilities:
Excess servicing rights................................................. 3,705,325 11,980,189
Other................................................................... 193,068 84,795
------------- -------------
3,898,393 12,064,984
------------- -------------
Net deferred tax liabilities.............................................. $ 2,110,593 $ 11,450,838
------------- -------------
------------- -------------
</TABLE>

A reconciliation of the statutory federal income tax rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
SEPTEMBER 30, JUNE 30,
1995 1996
---------------- ---------------
<S> <C> <C>
Statutory rate............................................................. 34.0% 34.0%
State tax, net of federal benefit.......................................... 3.0 3.0
Other...................................................................... 1.5 1.0
Net operating loss carryforward............................................ (2.4) --
--- ---
36.1% 38.0%
--- ---
--- ---
</TABLE>

Net income reflects the effect of FIRSTPLUS West as a Subchapter S
corporation and, accordingly, FIRSTPLUS West included no federal income taxes in
its financial statements since its income was taxed at the shareholder level.
Due to net operating losses experienced by RAC prior to the pooling with
FIRSTPLUS West and as FIRSTPLUS West was a Subchapter S corporation, no tax
provision was necessary for the years ended September 30, 1994 and 1993.

F-14
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. STOCKHOLDERS' EQUITY

PREFERRED STOCK

The Series A Preferred Stock and Series B Preferred Stock paid dividends,
when declared by the Board of Directors, at an annual rate of $0.08 per share.
The dividends accrued and were payable upon redemption. The outstanding shares
of the preferred stock were redeemed and all related dividends were paid in
February 1996.

WARRANTS AND OPTIONS

As of September 30, 1995, the Company had outstanding stock warrants held by
affiliates that were exercised for 1,200,506 shares of Non-voting Common Stock
for a nominal exercise price during the nine months ended June 30, 1996. The
warrants were associated with the issuance of and amendments to the Notes. In
January 1996 to facilitate the increase in the term line from its original $20
million limit, the Company issued the Warehouse Lender warrants to purchase
250,000 shares of the Company's Common Stock at an exercise price of $14.00 per
share. During the nine months ended June 30, 1996, the Company granted 87,250
options at market values at the date of grant to purchase Common Stock to
certain new employees and certain employees hired through acquisitions.

INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Income per common and common equivalent share is calculated as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED SEPTEMBER 30, NINE MONTHS ENDED JUNE 30,
---------------------------------------- ---------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Net income.................................... $ 7,389,647 $ 5,155,498 $ 5,839,510 $ 4,130,186 $ 20,837,537
Less: Accrual of preferred stock dividends.... (32,000) (71,000) (198,667) (151,000) (66,000)
------------ ------------ ------------ ------------ -------------
Net income applicable to common stock......... $ 7,357,647 $ 5,084,498 $ 5,640,843 $ 3,979,186 $ 20,771,537
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
Average common shares outstanding............. 6,597,931 6,937,931 8,947,931 8,947,931 11,962,859
Common stock equivalents:
Warrants and options........................ 1,200,506 1,200,506 1,200,506 1,200,506 243,476
------------ ------------ ------------ ------------ -------------
Weighted average common and common equivalent
shares outstanding........................... 7,798,437 8,138,437 10,148,437 10,148,437 12,206,335
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
Net income per share.......................... $ 0.94 $ 0.62 $ 0.56 $ 0.39 $ 1.70
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
</TABLE>

10. EMPLOYEE STOCK OPTION, DIRECTOR STOCK OPTION, AND EMPLOYEE STOCK PURCHASE
PLANS
The Company has adopted the 1995 Employee Stock Option Plan. The 1995
Employee Stock Option Plan provides for grants of incentive stock options
(Incentive Options) and nonqualified stock options (Nonqualified Options) to all
eligible employees of the Company and its subsidiaries. All Incentive Options
will have an exercise price per share no less than the market value of the
Company's Common Stock on the date the option is granted. Nonqualified Options
may be granted with an exercise price per share less than fair market value of
the Common Stock at the date of grant. No options under the 1995 Employee Option
Plan may be exercised more than ten years from the date of grant. A maximum of
550,000 shares of Common Stock have been reserved for sale upon exercise of
options under this plan. Approximately 473,320 options have been granted during
the nine months ended June 30, 1996 at exercise prices equal to the market value
on the date of grant. No options have been exercised through June 30, 1996.

The Company has adopted the 1995 Non-Employee Director Plan to grant options
to members of the Board of Directors who are not employees of the Company or its
subsidiaries on the date they become a director. Each non-employee director, at
the time the 1995 Non-Employee Director Plan was adopted, received an option to
purchase 5,000 shares of Common Stock (Initial Option) at the initial public
offering

F-15
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. EMPLOYEE STOCK OPTION, DIRECTOR STOCK OPTION, AND EMPLOYEE STOCK PURCHASE
PLANS (CONTINUED)
price less the underwriter's discount. Subsequently, on the date of each annual
stockholder's meeting, after such director's Initial Option has vested, the
director will receive a nonqualified stock option to purchase 1,000 shares of
Common Stock with an exercise price equal to the fair market value of the Common
Stock on the date of grant. A maximum of 50,000 shares of Common Stock have been
reserved under the 1995 Director Plan.

The Company has adopted the RAC Financial Group, Inc. Employee Stock
Purchase Plan (Purchase Plan) and reserved a total number of common shares
issuable under this plan of 250,000. The Purchase Plan provides a means for
employees to purchase shares of Common Stock at 85% of the fair market value.

11. GAINS ON SALES OF LOANS
The gains on sales of loans, as defined in Note 2, and the related cost is
as follows:

<TABLE>
<CAPTION>
FOR THE FOR THE
NINE MONTHS NINE MONTHS
YEAR ENDED ENDED ENDED
SEPTEMBER 30, JUNE 30, JUNE 30,
1995 1995 1996
-------------- -------------- --------------
<S> <C> <C> <C>
Excess servicing gain.................................. $ 41,064,028 $ 25,872,599 $ 94,573,426
Sharing arrangements................................... (10,998,935) (7,201,078) (536,548)
-------------- -------------- --------------
30,065,093 18,671,521 94,036,878
Gain on whole loan and bulk sales...................... 4,517,100 3,298,543 10,682,769
-------------- -------------- --------------
34,582,193 21,970,064 104,719,647
Residual interest income............................... -- -- 2,873,638
Premiums, net.......................................... (1,993,613) (919,418) (12,899,411)
Transaction costs...................................... (3,474,879) (2,866,821) (4,878,376)
-------------- -------------- --------------
Gains on sales of loans, net........................... $ 29,113,701 $ 18,183,825 $ 89,815,498
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

In fiscal years 1993 and 1994, the gain on sale of loans was from bulk and
wholesale loan sales as the Company did not begin to securitize loans until
fiscal year 1995.

12. TRANSACTIONS WITH AFFILIATES
In December 1994, the Company repurchased certain loan participations from
an affiliate, Farm Bureau, and other investors at par value. The repurchased
loans were sold in a securitization transaction. The affiliate received a
participation interest in the securitization. The affiliate held $2,569,706 of
loan participations at September 30, 1995.

The Company has a warehouse facility with Bank One, an affiliate of Bank One
Capital Partners II and Bank One Capital Partners V, which are stockholders of
the Company.

The Company has issued the Notes to Bank One Capital Partners II, Bank One
Capital Partners V, and Farm Bureau. Additionally, the Company used Bear,
Stearns & Co. Inc., as co-placement agent in the Company's 1995-4, 1996-1, and
1996-2 securitization transactions. The Company also is provided financing
through the Bear Stearns Facility. A managing director from Bear, Stearns & Co.
Inc., is a board of directors member of the Company. (See Note 7.)

The Company has a credit facility with Farm Bureau, which is a stockholder
of the Company (See Note 7.)

13. EMPLOYEE BENEFIT PLANS
The Company has an Employees' 401(k) Savings Plan (the Plan) for eligible
employees. An employee is eligible to participate in the Plan after employment
of at least one month.

F-16
<PAGE>
RAC FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. EMPLOYEE BENEFIT PLANS (CONTINUED)
Participants may elect to make contributions to the Plan in amounts equal to
not less than 1% nor more than 15% of their eligible compensation. The Company
may elect to match elective contributions up to a maximum of 4% of the
participant's eligible compensation. The Company has made no such contributions
for the nine months ended June 30, 1996.

14. CONTINGENCIES AND COMMITMENTS
The Company leases premises and equipment under operating leases with
various expiration dates. Approximate future minimum lease payments are as
follows:

Rent expense for the years ended September 30, 1994 and 1995 was $1,221,113
and $715,088, respectively. Rent expense for the nine months ended June 30, 1995
and 1996 was $413,955 and $1,467,244, respectively.

The Company is involved in certain litigation arising in the normal course
of business. Management's opinion is that the resolution of such litigation will
not have a material adverse effect on the Company's financial condition.

15. CONCENTRATION OF CREDIT RISK
The Company is active in originating loans to customers throughout the
United States. All loans are made on a secured or unsecured basis after
reviewing each potential borrower's credit application and evaluating their
financial history and ability to repay.

Approximately 60% of the loans in the Company's serviced loan portfolio at
June 30, 1996 was secured by residential properties located in California. No
other state accounted for more than 10%.

16. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The Company acquired FIRSTPLUS East in November 1995. As the pro forma
adjustments relating to this acquisition are limited, the following is furnished
as a narrative description of the pro forma effects in lieu of presenting
separate pro forma financial statements.

BALANCE SHEET. The pro forma balance sheet for the Company as of September
30, 1995 as adjusted for the acquisition of FIRSTPLUS East, as if such
acquisition had occurred on such date, would reflect total assets of
approximately $73.4 million and total liabilities of approximately $61.3
million. The primary increase in total assets would be FIRSTPLUS East's
approximately $30.7 million in loans held for sale. The primary increase in
total liabilities would be FIRSTPLUS East's mortgage warehouse lines of credit
with an outstanding balance of approximately $29.6 million. The only significant
pro forma adjustment considered necessary for the combined pro forma balance
sheet would be the addition of approximately $315,000 in goodwill resulting from
the acquisition.

INCOME STATEMENT. The pro forma statement of income for the Company for the
year ended September 30, 1995 as adjusted for the acquisition of FIRSTPLUS East,
as if such acquisition had occurred on October 1, 1994, would reflect total
revenue of approximately $37.2 million and total expenses of approximately $27.4
million. The only significant pro forma adjustment for the combined pro forma
statement of income would be to include approximately $35,000 in goodwill
amortization expense.

F-17
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Remodelers National Funding Corp.

We have audited the balance sheet of Remodelers National Funding Corp. as of
September 30, 1994, and the related statements of operations, stockholder's
equity, and cash flows for the nine months then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Remodelers National Funding
Corp. at September 30, 1994, and the results of its operations and its cash
flows for the nine months then ended in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
January 10, 1995

F-18
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
-------------

<S> <C>
Cash and cash equivalents.......................................................................... $ 524,571
Short-term investments............................................................................. 100,000
Loans held for sale, net (Note 2).................................................................. 4,978,469
Excess servicing receivable (Note 3)............................................................... 1,685,887
Interest receivable................................................................................ 488,563
Furniture and equipment, net (Note 4).............................................................. 99,469
Other assets....................................................................................... 55,914
-------------
Total assets................................................................................... $ 7,932,873
-------------
-------------

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
Accounts payable and accrued liabilities......................................................... $ 107,891
Principal/interest due on loan participations sold............................................... 1,787,117
Warehouse financing facility with affiliates (Note 5)............................................ 3,100,000
-------------
Total liabilities.............................................................................. 4,995,008
-------------
Commitments (Note 8)
STOCKHOLDER'S EQUITY
Common stock, $1 par value:
Authorized shares -- 100,000
Issued and outstanding shares -- 600........................................................... 600
Additional capital............................................................................... 4,272,930
Accumulated deficit.............................................................................. (1,335,665)
-------------
Total stockholder's equity..................................................................... 2,937,865
-------------
Total liabilities and stockholder's equity..................................................... $ 7,932,873
-------------
-------------
</TABLE>

See accompanying notes.

F-19
<PAGE>
REMODELERS NATIONAL FUNDING CORP.
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
1994
-------------
<S> <C>
REVENUES
Gains on sales of loan participations............................................................ $ 175,638
Interest......................................................................................... 4,864,739
Servicing income................................................................................. 208,959
Other income..................................................................................... 280,317
-------------
Total revenues................................................................................. 5,529,653
-------------
EXPENSES
Salaries and employee benefits................................................................... 923,851
Interest......................................................................................... 3,953,514
Cost of servicing................................................................................ 515,926
FHA insurance premium............................................................................ 407,390
Other operating.................................................................................. 201,646
Provision for possible credit loss............................................................... 44,907
-------------
Total expenses................................................................................. 6,047,234
-------------
Net loss........................................................................................... $ (517,581)
-------------
-------------
</TABLE>

See accompanying notes.

F-20
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

STATEMENT OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------------ ADDITIONAL ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
----------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993........................ 600 $ 600 $ 4,272,930 $ (818,084) $ 3,455,446
Net loss............................................ (517,581) (517,581)
--- ----- ------------ ------------- ------------
Balance at September 30, 1994....................... 600 $ 600 $ 4,272,930 $ (1,335,665) $ 2,937,865
--- ----- ------------ ------------- ------------
--- ----- ------------ ------------- ------------
</TABLE>

See accompanying notes.

F-21
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
1994
-------------
<S> <C>
OPERATING ACTIVITIES
Net loss........................................................................................... $ (517,581)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization.................................................................... 34,365
Excess servicing receivable collections.......................................................... 529,995
Gains on sales of loan participations............................................................ (175,638)
Addition to excess servicing receivable.......................................................... (116,858)
Changes in assets and liabilities:
Loans held for sale, net....................................................................... (3,850,546)
Interest receivable............................................................................ 120,546
Accounts payable and accrued expenses.......................................................... 35,763
Principal/interest due on loan participations sold............................................. (294,863)
Other operating activity....................................................................... (8,365)
-------------
Net cash used in operating activities.............................................................. (4,243,182)
-------------
INVESTING ACTIVITIES
Purchase of property and equipment................................................................. (61,494)
-------------
Net cash used in investing activities.............................................................. (61,494)
-------------
FINANCING ACTIVITIES
Draws on line of credit, net....................................................................... 3,100,000
-------------
Net cash provided by financing activities.......................................................... 3,100,000
-------------
Decrease in cash................................................................................... (1,204,676)
Cash at beginning of period........................................................................ 1,729,247
-------------
Cash at end of period.............................................................................. $ 524,571
-------------
-------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during period........................................................................ $ 4,031,127
-------------
-------------
</TABLE>

See accompanying notes.

F-22
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1994

1. SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND ORGANIZATION

Remodelers National Funding Corp. (RNFC or the Company) is a Title I
nonsupervised lender approved by the Department of Housing and Urban Development
(HUD). Title I loans are made to finance home improvements up to $25,000. In
addition to originating these loans, RNFC sells them to investors and contracts
to service them for the investors. Prior to ownership changes discussed in Note
10, the Company was a wholly owned subsidiary of the Anchor Group, Inc.
(Anchor). Anchor is a subsidiary of Rural Mutual Insurance Company (Rural
Mutual) and Farm Bureau Life Insurance Company (Farm Bureau), each entity with a
50% ownership interest. In conjunction with the subsequent ownership change, the
Company changed its year-end from calendar year-end to September 30 year-end.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

LOANS HELD FOR SALE

Loans held for sale consisting of HUD Title I and conventional home
improvement loans are carried at the lower of cost or market. Typically, the
Company obtains a second or third mortgage on the property as collateral.

PROVISION AND ALLOWANCE FOR POSSIBLE CREDIT LOSSES

The provision for possible credit losses includes current period credit
losses and an amount which, in the judgment of management, is necessary to
maintain the allowance for possible credit losses at a level that reflects known
and inherent risks in the loans held-for-sale portfolio.

SALES OF LOAN PARTICIPATIONS

Gains resulting from the sales of loan participations to investors are
recognized in the periods in which the sales occur. The gain amounts are
determined from the yield differential between interest on the loan originated
and the interest on the loan participations sold to the investors.

EXCESS SERVICING RECEIVABLE

For the majority of the loan participations sold, an excess servicing
receivable (the Receivable) is recognized for an amount equal to the gain from
the sale of loan participations. The Receivable is then amortized to interest
over a weighted average life of the loan participations, which has generally
been determined to be 84 months after considering an estimated rate of
prepayments. These assumptions are evaluated periodically in relation to
estimated future net servicing revenues.

FURNITURE AND EQUIPMENT

Furniture and equipment are carried at cost, net of accumulated depreciation
and amortization. Depreciation of furniture and equipment is provided on a
straight-line basis over the estimated useful lives of the assets. Leasehold
improvements are amortized over the leases of the economic useful life of the
improvement or the term of the lease.

FEDERAL INCOME TAXES

Federal income taxes are accounted for utilizing the liability method, and
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax basis of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

F-23
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

NOTES TO FINANCIAL STATEMENTS

2. LOANS HELD FOR SALE
Loans held for sale consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
--------------
<S> <C>
Title I loans................................................................. $ 55,076,912
Conventional loans............................................................ 288,315
Premium finance loans......................................................... 34,930
--------------
55,400,157
Loan participations sold...................................................... (50,261,688)
Allowance for possible credit losses.......................................... (160,000)
--------------
$ 4,978,469
--------------
--------------
</TABLE>

Activity in the allowance for possible credit losses is summarized as
follows for the nine months ended September 30, 1994:

<TABLE>
<S> <C>
Balance at beginning of period................................... $ 175,000
Provision charged to income...................................... 44,907
Charge-offs and recoveries (net)................................. (59,907)
---------
Balance at end of period......................................... $ 160,000
---------
---------
</TABLE>

3. EXCESS SERVICING RECEIVABLE
Activity in the Receivable is summarized as follows for the nine months
ended September 30, 1994:

<TABLE>
<S> <C>
Balance at beginning of period.................................. $2,099,024
Gain on sale of loans........................................... 116,858
Excess servicing collected...................................... (529,995)
---------
Balance at end of period........................................ $1,685,887
---------
---------
</TABLE>

There have been no changes in prepayment assumptions during the period;
therefore, no valuation adjustments have been recorded.

4. FURNITURE AND EQUIPMENT
The major classes of furniture and equipment and related accumulated
depreciation and amortization are shown below:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
-------------
<S> <C>
Furniture and leasehold improvements........................................... $ 144,043
Equipment...................................................................... 392,958
Computer software.............................................................. 81,439
Automobiles.................................................................... 27,047
-------------
645,487
Accumulated depreciation and amortization...................................... (546,018)
-------------
$ 99,469
-------------
-------------
</TABLE>

5. WAREHOUSE FINANCING FACILITY WITH AFFILIATE
RNFC is subject to HUD Handbook 4700.2 requirements Rule 2-4.B. which
requires the maintenance of a warehouse line of credit of at least $500,000 for
Title I loans.

F-24
<PAGE>
REMODELERS NATIONAL FUNDING CORP.

NOTES TO FINANCIAL STATEMENTS

5. WAREHOUSE FINANCING FACILITY WITH AFFILIATE (CONTINUED)
On July 30, 1993, Farm Bureau provided a line of credit to RNFC for
$10,000,000, for the purpose of originating Title I loans, which expires on July
30, 1996. Interest will accrue on the outstanding balance at a rate of 300 basis
points less than the weighted average coupon rate of the Title I loans which
secure the note.

6. INCOME TAXES
Net deferred tax assets are not significant to the financial statements and
consist mainly of $217,260 as of September 30, 1994, relating to loss
carryforwards, which are entirely offset by a valuation allowance.

The Company filed its tax return as part of a consolidated group.

Net operating loss carryforwards at September 30, 1994 consist of the
following:

<TABLE>
<CAPTION>
YEAR OF
YEAR ORIGINATED AMOUNT EXPIRATION
- ---------------------------------------------------------------------- ---------- -------------
<S> <C> <C>
July 31, 1991 (one month)............................................. $ 58,000 2006
December 31, 1993 (twelve months)..................................... 52,000 2008
September 30, 1994 (nine months)...................................... 529,000 2009
</TABLE>

The Company has not paid income taxes during the nine months ended September
30, 1994.

7. EMPLOYEE SAVINGS AND PROFIT-SHARING PLAN
The Company has an Employees' Savings and Profit-Sharing Plan (the Plan) for
eligible employees. An employee is eligible to participate in the Plan if the
employee is at least 21 years old and has been employed for at least six months.

Elective contributions may be made by participants in amounts equal to not
less than 2% nor more than the maximum percentage legally permissible of their
eligible compensation. RNFC may elect to match contributions up to 50% of the
participant's elective contributions to a maximum of 3% of the participant's
eligible compensation. RNFC has made no contributions for the period ended
September 30, 1994.

8. COMMITMENTS
The Company has entered into noncancelable operating leases for office space
and equipment. Lease expense for the nine months ended September 30, 1994 was
$158,073. Future rental payments required under the operating leases are
$198,458 for 1995 and $102,166 for 1996.

9. AFFILIATE TRANSACTIONS
In July 1993, Rural Mutual sold its subsidiary, Rural Security Insurance
Company (Rural Security), to Farm Bureau. Farm Bureau subsequently purchased 50%
of the stock of the parent of RNFC from Rural Mutual. Farm Bureau currently
provides a $10,000,000 line of credit to RNFC, as previously discussed in Note
5.

RNFC transacts significant business with Rural Mutual and Rural Security.
Rural Mutual held $13,199,916 of loan participations at September 30, 1994.
Rural Security held $18,528,216 of loan participations at September 30, 1994. As
of September 30, 1994, RNFC owed Rural Mutual $549,751 in connection with their
servicing agreement. RNFC owed Rural Security $654,237 as of September 30, 1994,
in connection with their servicing agreement. These amounts due Rural Mutual and
Rural Security have been repaid in the normal course of business by January
1995.

10. SUBSEQUENT EVENT
In October 1994, the Company's parent entered into an agreement with the
stockholders of State Financial Acceptance Corp. (SFAC), a previously unrelated
entity, whereby the Company's parent exchanged its common stock in the Company
for common and preferred stock of a newly formed corporation, RAC Financial
Group, Inc. (RAC). At the same time, the stockholders of SFAC exchanged their
common and preferred stock for common and preferred stock of RAC. Effective
October 1, 1994, the Company and SFAC became subsidiaries of RAC, with the
former stockholders of SFAC controlling the voting shares of RAC.

F-25
<PAGE>

===============================================================================
- -------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 15

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 15

Price Range of Common Stock and Dividend Policy . . . . . . . . . 16

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 16

Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . 18

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Certain Relationships and Related Party Transactions . . . . . . 60

Principal Stockholders . . . . . . . . . . . . . . . . . . . . . 62

Description of Capital Stock . . . . . . . . . . . . . . . . . . 63

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 66

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Available Information . . . . . . . . . . . . . . . . . . . . . . 68

Index to Financial Statements . . . . . . . . . . . . . . . . . . F-1

_____________

NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES OF COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION
OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

- -------------------------------------------------------------------------------
===============================================================================

===============================================================================
- -------------------------------------------------------------------------------

RAC
FINANCIAL
GROUP, INC.

100,401 SHARES OF COMMON STOCK

_____________

PROSPECTUS

_____________

NOVEMBER , 1996

- -------------------------------------------------------------------------------
===============================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses and costs expected to be
incurred in connection with the issuance and distribution of the securities
registered hereby:

Securities and Exchange Commission registration fee . . . 1,727.00
Printing and engraving costs . . . . . . . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . . . *
Blue Sky fees and expenses . . . . . . . . . . . . . . . *
Registrar and Transfer Agent's fees . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . *
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . *
---------
---------

- -----------
* To be provided by amendment.

The Company will pay all of the expenses to be incurred in connection
with the issuance and distribution of the securities registered hereby,
including on behalf of the Selling Shareholders as required by agreement with
the Initial Purchasers, as defined below.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS; LIMITATION
OF LIABILITY FOR MONETARY DAMAGES

(a) The Articles of Incorporation of the Registrant, together with its
bylaws, provide that the Registrant shall indemnify officers and directors,
and may indemnify its other employees and agents, to the fullest extent
permitted by law. The laws of the State of Nevada permit, and in some cases
require, corporations to indemnify officers, directors, agents and employees
who are or have been a party to or are threatened to be made a party to
litigation against judgments, fines, settlements and reasonable expenses
under certain circumstances.

(b) The Registrant has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors and officers to the
fullest extent permitted by the laws of the State of Nevada. Under the
Registrant's Articles of Incorporation, and as permitted by the laws of the
State of Nevada, a director or officer is not liable to the Registrant or its
stockholders for damages for breach of fiduciary duty. Such limitation of
liability does not affect liability for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law, or (ii) the
payment of any unlawful distribution.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information regarding all sales of unregistered
securities of the Registrant during the past three years. In connection with
each of these transactions, the shares were sold to a limited number of
persons, such persons were provided access to all relevant information
regarding the Registrant and/or represented to the Registrant that they were
"sophisticated" investors, and such persons represented to the Registrant
that the shares were purchased for investment purposes only and not with a
view toward distribution.

On October 4, 1994, the Company issued 2,345,000 shares of Common Stock
to Ronald M. Mankoff and 2,345,000 shares of Common Stock to the Daniel T.
Phillips Children's Trust in connection with the reorganization of the
Company into a holding company with SFA: State Financial Acceptance
Corporation ("SFAC") and Remodelers National Funding Corporation ("RNFC")
operating as subsidiaries of RAC Financial Group, Inc. See "Business
Combination" in the Prospectus. Such shares were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on the
exemption provided under Section 4(2) thereof.

II-1
<PAGE>

On October 4, 1994, the Company issued 150,000 shares of its Series A
Cumulative Preferred Stock, par value $1.00 per share (the "Series A
Preferred Stock"), to the Mankoff Childrens Trust in consideration of 150,000
shares of preferred stock of SFAC and 150,000 shares of its Series A
Preferred Stock to Phillips Partners, Ltd. in consideration of 150,000 shares
of preferred stock of SFAC. Such shares were not registered under the
Securities Act in reliance on the exemption provided by Section 4(2) thereof.

On October 4, 1994, the Company issued 2,300,000 shares of its Series B
Cumulative Preferred Stock, par value $1.00 per share (the "Series B
Preferred Stock"), and 2,010,000 shares of Common Stock to Farm Bureau Life
Insurance Company ("Farm Bureau") in consideration of 600 shares of common
stock of RNFC. Such shares were not registered under the Securities Act in
reliance on the exemption provided by Section 4(2) thereof.

On March 31, 1995, the Company issued $5,000,000 in principal amount of
its 12% subordinated notes due March 31, 2000 (the "Subordinated Notes") to
Banc One Capital Partners II, Limited Partnership ("BOCP II") and $1,350,000
in principal amount of the Subordinated Notes to Farm Bureau. In connection
with such issuances and in further consideration of the agreement of BOCP II
and Farm Bureau to provide such financing evidenced by the Subordinated
Notes, the Company also issued (i) warrants (the "BOCP II Warrants") to
purchase 1,055,116 shares of the Company's Non-Voting Common Stock, par value
$.01 per share (the "Non-Voting Common Stock"), to BOCP II; (ii) warrants
(the "Farm Bureau Warrants") to purchase 284,884 shares of Non-Voting Common
Stock to Farm Bureau, and (iii) a warrant (the "BOCP II Warrant") to purchase
893,311 shares of Non-Voting Common Stock to BOCP II. Such securities were
not registered under the Securities Act in reliance on the exemption provided
under Section 4(2) thereof.

On April 1, 1995, BOCP II exercised in full the BOCP II Warrant and
received 893,311 shares of Non-Voting Common Stock from the Company. In
consideration therefor, BOCP II paid the Company an aggregate of $450,000. On
April 12, 1995, the Company issued additional warrants to Farm Bureau to
purchase an aggregate of 296,207 shares of Non-Voting Common Stock. Such
warrants were issued in consideration of Farm Bureau's agreement to waive
certain redemption rights with respect to the Series B Cumulative Preferred
Stock held by Farm Bureau and such warrants were exercised in full prior to
the Offering. Such securities were not registered under the Securities Act in
reliance on the exemption provided under Section 4(2) thereof.

On July 16, 1995, the Company and BOCP V agreed to amend the terms of
$700,000 in interim financing, which resulted in the issuance by the Company
of a $700,000 in principal amount of the Subordinated Notes to BOCP V. In
addition, the Company issued BOCP V warrants (the "BOCP V Warrants") to
purchase 145,390 shares of Non-Voting Common Stock. Such securities were not
registered under the Securities Act in reliance on the exemption provided
under Section 4(2) thereof.

On February 30, 1996, in consideration of the renegotiation of the RFC
Warehouse Facility and the RFC Term Line, the Company issued to RFC warrants
to purchase 250,000 shares of Common Stock at $14.00 per share.

On June 3, 1996, the Company issued an aggregate of 800,000 shares of
Common Stock to eight individuals' trusts and other entities in connection
with the acquisition of FIRSTPLUS West. Such securities were not registered
under the Securities Act in reliance on the exemption provided under Section
4(2) thereof.

On August 14, 1996, the Company issued $100,000,000 aggregate principal
amount of its 7.25% Convertible Subordinated Notes Due 2003 (the "Notes").
The Notes were sold to Bear, Stearns & Co. Inc., Prudential Securities
Incorporated and Keefe, Bruyette & Woods, Inc. (the "Initial Purchasers").
The Initial Purchasers received discounts and commissions equal to 3%. Such
Notes were not registered under the Securities Act in reliance on the
exemption provided by Rule 144A, Regulation D and Regulation S thereof.

On October 1, 1996, the Company issued an aggregate of 250,998 shares of
Common Stock to 4 former shareholders of National. Such securities were not
registered under the Securities Act in reliance on the exemption provided
under Section 4(2) thereof.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

3.1 ** Amended and Restated Articles of Incorporation of the Registrant
(Exhibit 3.1)
3.2 ** Amended and Restated Bylaws of the Registrant (Exhibit 3.2)

II-2
<PAGE>

4.1 ** Specimen certificate for Common Stock of the Registrant (Exhibit 4)
4.2 *** Indenture, dated August 20, 1996, between the Registrant and Bank
One, Columbus, N.A., as trustee thereunder (Exhibit 4.2)
4.3 *** Note Resale Registration Rights Agreement, dated August 20, 1996,
among the Registrant and the Initial Purchasers named therein
(Exhibit 4.3)
4.4 *** Form of Definitive 7.25% Convertible Subordinated Note Due 2003 of
the Registrant (Exhibit 4.4)
4.5 *** Form of Restricted Global 7.25% Convertible Subordinated Note Due
2003 of the Registrant (Exhibit 4.5)
4.6 *** Form of Regulation S Global 7.25% Convertible Subordinated Note Due
2003 of the Registrant (Exhibit 4.6)
5 * Opinion of Jenkens & Gilchrist, a Professional Corporation, with
respect to the legality of the securities being registered
10.1 ** Form of Home Improvement Buy-Sell Agreement (Exhibit 10.1)
10.2 ** Form of Continuous Purchase FHA Title I Loan Correspondent Agreement
(Exhibit 10.2)
10.3 ** Form of Continuous Purchase Conventional Direct Loan Broker Agreement
(Exhibit 10.3)
10.4 ** 1995 Employee Stock Option Plan for RAC Financial Group, Inc.
(Exhibit 10.4)
10.5 ** Non-Employee Director Stock Option Plan for RAC Financial Group, Inc.
(Exhibit 10.5)
10.6 ** RAC Financial Group, Inc. Employee Stock Purchase Plan (Exhibit 10.6)
10.7 ** Description of Officer Bonus Program (Exhibit 10.7)
10.8 ** Credit Agreement among RAC Financial Group, Inc., Remodelers National
Funding Corporation, and Bank One, Texas, National Association, dated
as of March 17, 1995, as amended by First Amendment to Credit
Agreement dated as of May 12, 1995 and by Second Amendment to Credit
Agreement dated as of June 6, 1995 (Exhibit 10.8)
10.9 ** Promissory Note, dated as of June 6, 1995, from Remodelers National
Funding Corporation, as maker, to Bank One, Texas, National
Association (Exhibit 10.9)
10.10 ** Security Agreement, dated as of March 17, 1995, among Remodelers
National Funding Corporation and Bank One, Texas, National
Association (Exhibit 10.10)
10.11 ** Guaranty, dated as of March 17, 1995, from RAC Financial Group, Inc.
to Bank One, Texas, National Association (Exhibit 10.11)
10.12 ** Warehousing Credit, Term Loan and Security Agreement, dated as of
June 15, 1995, among Remodelers National Funding Corporation, RAC
Financial Group, Inc., and Residential Funding Corporation, as
amended by First Amendment to The Warehouse Credit, Term Loan and
Security Agreement, dated August 25, 1995 (Exhibit 10.12)
10.13 ** Promissory Note, dated as of June 15, 1995, from Remodelers National
Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.13)
10.14 ** Promissory Note, dated as of June 29, 1995, from Remodelers National
Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.14)
10.15 ** Guaranty, dated as of June 15, 1995, from RAC Financial Group, Inc.
to Residential Funding Corporation (Exhibit 10.15)
10.16 ** Custodian Agreement, dated as of June 15, 1995, among Remodelers
National Funding Corporation, RAC Financial Group, Inc., Residential
Funding Corporation and First Trust National Association (Exhibit
10.16)
10.17 ** Senior Subordinated Note and Warrant Purchase Agreement, dated as of
March 31, 1995, among RAC Financial Group, Inc., Remodelers National
Funding Corporation, SFA: State Financial Acceptance Corporation,
Banc One Capital Partners II, Limited Partnership and Farm Bureau
Life Insurance Company (Exhibit 10.17)
10.18 ** Senior Subordinated Note, dated as of March 31, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
SFA: State Financial Acceptance Corporation, as makers, to Farm
Bureau Life Insurance Company (Exhibit 10.18)
10.19 ** Senior Subordinated Note, dated as of March 31, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
SFA: State Financial Acceptance Corporation, as makers, to Banc One
Capital Partners II, Limited Partnership (Exhibit 10.19)
10.20 ** RAC Financial Group, Inc. Warrant Certificate, dated as of April 12,
1995, for Farm Bureau Life Insurance Corporation (including
registration rights agreement) (Exhibit 10.20)
10.21 ** RAC Financial Group, Inc. Warrant Certificate, dated as of March 31,
1995, for Banc One Capital Partners II, Limited Partnership
(including registration rights agreement) (Exhibit 10.21)
10.22 ** Subordinated Security Agreement, dated as of March 31, 1995, among
RAC Financial Group, Inc., Remodelers National Funding Corporation,
SFA: State Financial Acceptance Corporation, Banc Once Capital
Partners II, Limited Partnership and Farm Bureau Life Insurance
Company (Exhibit 10.22)

II-3
<PAGE>

10.23 ** Security Agreement--Assignment of Servicing Agreements, dated as of
March 31, 1995, among RAC Financial Group, Inc., Remodelers National
Funding Corporation, SFA: State Financial Acceptance Corporation and
Banc Once Capital Partners II, Limited Partnership, as agent for Banc
One Capital Partners II, Limited Partnership and Farm Bureau Life
Insurance Company (Exhibit 10.23)
10.24 ** Security Agreement--Pledge of Common Stock, dated as of March 31,
1995, among RAC Financial Group, Inc. and Banc One Capital Partners
II, Limited Partnership, as agent for Banc One Capital Partners II,
Limited Partnership and Farm Bureau Life Insurance Company (Exhibit
10.24)
10.25 ** Employment Agreement by and between RAC Financial Group, Inc. and
Ronald M. Mankoff (Exhibit 10.25)
10.26 ** Employment Agreement by and between RAC Financial Group, Inc. and
Daniel T. Phillips (Exhibit 10.26)
10.27 ** Employment Agreement by and between RAC Financial Group, Inc. and
Eric C. Green (Exhibit 10.27)
10.28 ** Employment Agreement by and between RAC Financial Group, Inc. and
James H. Poythress (Exhibit 10.28)
10.29 ** Loan Commitment from Bank One, Texas, N.A., to RAC Financial Group,
Inc. (Exhibit 10.29)
10.30 ** Form of Continuous Purchase Home Improvement Broker Agreement
(Exhibit 10.30)
10.31 ** Form of Pass-Through Home Improvement Financing Agreement (Exhibit
10.31)
10.32 ** Form of Dealer/Contractor Application (Exhibit 10.32)
10.33 ** Form of Broker/Correspondent Application (Exhibit 10.33)
10.34 ** Promissory Note, dated December 29, 1995, from RAC Financial Group,
Inc., Remodelers National Funding Corporation and State Financial
Acceptance Corporation, as makers, to Farm Bureau Life Insurance
Company (Exhibit 10.34)
10.35 ** Loan Commitment from Residential Funding Corporation to Remodelers
National Funding Corporation and RAC Financial Group, Inc. (Exhibit
10.35)
10.36 ** Stock Purchase and Sale Agreement, dated as of November 30, 1995, by
and among RAC Financial Group, Inc., FIRSTPLUS East Mortgage
Corporation and its shareholders (Exhibit 10.36)
10.37 ** First Amendment to Credit Agreement and Note, dated as of June 21,
1995, by and among Remodelers National Funding Corporation, SFA:
State Financial Acceptance Corporation, RAC Financial Group, Inc. and
Banc One Capital Partners V, Ltd. (Exhibit 10.37)
10.38 ** Senior Subordinated Note, dated November 1, 1995, from RAC Financial
Group, Inc., Remodelers National Funding Corporation and State
Financial Acceptance Corporation, as makers, to Banc One Capital
Partners II, Limited Partnership (Exhibit 10.38)
10.39 ** Senior Subordinated Note, dated November 16, 1995, from RAC Financial
Group, Inc., Remodelers National Funding Corporation and State
Financial Acceptance Corporation, as makers, to and Banc One Capital
Partners II, Limited Partnership (Exhibit 10.39)
10.40 ** Senior Subordinated Note, dated September 27, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
State Financial Acceptance Corporation, as makers, to Farm Bureau
Life Insurance Company (Exhibit 10.40)
10.41 ** Senior Subordinated Note, dated September 27, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
State Financial Acceptance Corporation, as makers, to Farm Bureau
Life Insurance Company (Exhibit 10.41)
10.42 ** Senior Subordinated Note and Warrant Purchase Agreement, amended and
restated as of July 16, 1995, among RAC Financial Group, Inc.,
Remodelers National Funding Corporation and SFA: State Financial
Acceptance Corporation, as sellers, and Banc One Capital Partners II,
Limited Partnership, Farm Bureau Life Insurance Company and Banc One
Capital Partners V, Ltd., as purchasers (Exhibit 10.42)
10.43 ** RAC Financial Group, Inc. Warrant Certificate, dated as of July 16,
1995, for Banc One Capital Partners V, Ltd. (Exhibit 10.43)
10.44 ** Second Amended and Restated Subordinated Security Agreement, amended
and restated as of September 27, 1995, made by RAC Financial Group,
Inc., Remodelers National Funding Corporation and SFA: State
Financial Acceptance Corporation for the benefit of Banc One Capital
Partners II, Limited Partnership, Farm Bureau Life Insurance Company
and Banc One Capital Partners V, Ltd. (Exhibit 10.44)
10.45 ** Second Amended and Restated Security Agreement--Pledge of Common
Stock, amended and restated as of September 27, 1995, made by RAC
Financial Group, Inc., for the benefit of Banc One Capital Partners
II, Limited Partnership, Farm Bureau Life Insurance Company and Banc
One Capital Partners V, Ltd. (Exhibit 10.45)
10.46 ** Second Amended and Restated Security Agreement--Assignment of
Servicing Agreements, amended and restated as of September 27, 1995,
made by RAC Financial Group, Inc., for the benefit of Banc One
Capital Partners II, Limited Partnership, Farm Bureau Life Insurance
Company and Banc One Capital Partners V, Ltd. (Exhibit 10.46)

II-4
<PAGE>

10.47 ** Second Amendment to the Warehouse Credit, Term Loan and Security
Agreement, dated as of September 15, 1995, by and among Remodelers
National Funding Corp., RAC Financial Group, Inc. and Residential
Funding Corporation (Exhibit 10.47)
10.48 ** Form of Letter Agreement, dated January 29, 1996, by and between RAC
Financial Group, Inc. and Residential Funding Corporation, regarding
the Warehouse Credit, Term Loan and Security Agreement, dated
June 15, 1995 (Exhibit 10.48)
10.49 ** Form of Letter Agreement, dated January 29, 1996, by and between RAC
Financial Group, Inc. and Banc One, Texas, National Association,
regarding the Credit Agreement, dated as of March 17, 1995 (Exhibit
10.49)
10.50 ** Form of Letter Agreement, dated January 29, 1996, by and among RAC
Financial Group, Inc., Banc One Capital Partners II, Limited
Partnership, Farm Bureau Life Insurance Company and Banc One Capital
Partners V, Ltd., regarding the Senior Subordinated Note and Warrant
Purchase Agreement, dated as of March 31, 1995 (Exhibit 10.50)
10.51 ** Third Amendment to the Warehouse Credit, Term Loan and Security
Agreement, dated as of January 22, 1996, by and among Remodelers
National Funding Corp., RAC Financial Group, Inc. and Residential
Funding Corporation (Exhibit 10.51)
10.52 ** Subordinated Loan Agreement, dated as of September 27, 1995, by and
among RAC Financial Group, Inc., Remodelers National Funding
Corporation and SFA: State Financial Acceptance Corp., as borrowers,
and Banc One Capital Partners II, Limited Partnership and Farm
Bureau Life Insurance Company, as lenders, as amended by First
Amendment to Subordinated Loan Agreement (Exhibit 10.52)
10.53 ** Letter Agreement, dated June 7, 1995, between Banc One Capital
Corporation and RAC Financial Group, Inc. regarding financial
advisory and consultation services (Exhibit 10.53)
10.54 ** Registration Rights Agreement, dated as of March 31, 1996, by and
among RAC Financial Group, Inc. and the shareholders of Mortgage
Plus Incorporated (Exhibit 10.2)
10.55 **** Agreement and Plan of Merger, dated as of May 22, 1996, among RAC
Financial Corporation, Inc., FIRSTPLUS West, Inc. and Mortgage Plus
Incorporated and the shareholders (Exhibit 10.1)
10.56***** Master Repurchase Agreement, dated as of May 10, 1996, by and
between FIRSTPLUS Financial, Inc. and Bear Stearns Home Equity
Trust 1996-1 (Exhibit 10.1)
10.57***** Custody Agreement, dated May 10, 1996, among FIRSTPLUS Financial,
Inc., Bear Stearns Home Equity Trust 1996-1, and Bank One Texas,
N.A. (Exhibit 10.2)
10.58***** Fifth Amendment to Credit Agreement, dated June 20, 1996, by and
among FIRSTPLUS Financial, Inc., RAC Financial Group, Inc. and Bank
One, Texas, National Association (Exhibit 10.3)
10.59***** Promissory Note, dated June 30, 1996, between FIRSTPLUS Financial,
Inc. and Bank One, Texas, National Association (Exhibit 10.4)
21* Subsidiaries of Registrant
23.1 Consent of Ernst & Young LLP
23.3* Consent of Jenkens & Gilchrist, a Professional Corporation
(included in Exhibit 5)
24 Power of Attorney
27* Financial Data Schedule

- -----------
* To be filed by amendment.
** Incorporated by reference from exhibit shown in parenthesis contained in
the Company s Registration Statement on Form S-1 (Registration No.
33-96688), dated February 1, 1996, filed by the Company with the
Commission.
*** Incorporated by reference from exhibit shown in parenthesis contained in
the Company's Registration Statement on Form S-1 (Registration No.
333-14171), filed by the Company with the Commission.
**** Incorporated by reference from exhibit shown in parenthesis contained in
the Company s current report on Form 8-K, filed by the Company with the
Commission on June 14, 1996.
***** Incorporated by reference from exhibit shown in parenthesis contained
in the Company s Form 10-Q for the quarterly period ended June 30, 1996,
filed by the Company with the Commission on August 6, 1996.

(b) FINANCIAL STATEMENT SCHEDULES

Not applicable.

II-5
<PAGE>

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change in such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Registrant
of expenses incurred or paid by a director, officer, or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(5) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on the 7th day of November, 1996.

RAC FINANCIAL GROUP, INC.

By: /s/ DANIEL T. PHILLIPS
----------------------------------------
Daniel T. Phillips,
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Each individual whose signature appears below hereby designates and
appoints Daniel T. Phillips and Eric C. Green, and each of them, any one of
whom may act without the joinder of the other, as such person s true and
lawful attorney-in-fact and agents (the "Attorneys-in-Fact") with full power
of substitution and resubstitution, for such person and in such person s
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, which amendments may make such changes in this Registration
Statement as either Attorney-in-Fact deems appropriate, and any registration
statement relating to the same offering filed pursuant to Rule 462(b) under
the Securities Act of 1933 and requests to accelerate the effectiveness of
such registration statements, and to file each such amendment with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such Attorneys-in-Fact and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that such Attorneys-in-Fact or either of
them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this amended Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Daniel T. Phillips Chairman of the Board, President November 7, 1996
- ------------------------------- and Chief Executive Officer
Daniel T. Phillips (Principal Executive Officer)

/s/ Eric C. Green Executive Vice President and Chief November 7, 1996
- ------------------------------- Financial Officer (Principal Financial
Eric C. Green and Accounting officer)

/s/ Gene O'Bryan Executive Vice President and November 7, 1996
- ------------------------------- Chief Production Officer
Gene O'Bryan

/s/ John Fitzgerald Director November 7, 1996
- -------------------------------
John Fitzgerald

/s/ Dan Jessee Director November 7, 1996
- -------------------------------
Dan Jessee

/s/ Paul Seegers Director November 7, 1996
- -------------------------------
Paul Seegers

/s/ Sheldon I. Stein
- ------------------------------- Director November 7, 1996
Sheldon I. Stein
</TABLE>

II-7
<PAGE>

EXHIBIT INDEX

3.1 ** Amended and Restated Articles of Incorporation of the Registrant
(Exhibit 3.1)
3.2 ** Amended and Restated Bylaws of the Registrant (Exhibit 3.2)
4.1 ** Specimen certificate for Common Stock of the Registrant (Exhibit 4)
4.2 *** Indenture, dated August 20, 1996, between the Registrant and Bank
One, Columbus, N.A., as trustee thereunder (Exhibit 4.2)
4.3 *** Note Resale Registration Rights Agreement, dated August 20, 1996,
among the Registrant and the Initial Purchasers named therein
(Exhibit 4.3)
4.4 *** Form of Definitive 7.25% Convertible Subordinated Note Due 2003 of
the Registrant (Exhibit 4.4)
4.5 *** Form of Restricted Global 7.25% Convertible Subordinated Note Due
2003 of the Registrant (Exhibit 4.5)
4.6 *** Form of Regulation S Global 7.25% Convertible Subordinated Note Due
2003 of the Registrant (Exhibit 4.6)
5 * Opinion of Jenkens & Gilchrist, a Professional Corporation, with
respect to the legality of the securities being registered
10.1 ** Form of Home Improvement Buy-Sell Agreement (Exhibit 10.1)
10.2 ** Form of Continuous Purchase FHA Title I Loan Correspondent Agreement
(Exhibit 10.2)
10.3 ** Form of Continuous Purchase Conventional Direct Loan Broker Agreement
(Exhibit 10.3)
10.4 ** 1995 Employee Stock Option Plan for RAC Financial Group, Inc.
(Exhibit 10.4)
10.5 ** Non-Employee Director Stock Option Plan for RAC Financial Group, Inc.
(Exhibit 10.5)
10.6 ** RAC Financial Group, Inc. Employee Stock Purchase Plan (Exhibit 10.6)
10.7 ** Description of Officer Bonus Program (Exhibit 10.7)
10.8 ** Credit Agreement among RAC Financial Group, Inc., Remodelers National
Funding Corporation, and Bank One, Texas, National Association, dated
as of March 17, 1995, as amended by First Amendment to Credit
Agreement dated as of May 12, 1995 and by Second Amendment to Credit
Agreement dated as of June 6, 1995 (Exhibit 10.8)
10.9 ** Promissory Note, dated as of June 6, 1995, from Remodelers National
Funding Corporation, as maker, to Bank One, Texas, National
Association (Exhibit 10.9)
10.10 ** Security Agreement, dated as of March 17, 1995, among Remodelers
National Funding Corporation and Bank One, Texas, National
Association (Exhibit 10.10)
10.11 ** Guaranty, dated as of March 17, 1995, from RAC Financial Group, Inc.
to Bank One, Texas, National Association (Exhibit 10.11)
10.12 ** Warehousing Credit, Term Loan and Security Agreement, dated as of
June 15, 1995, among Remodelers National Funding Corporation, RAC
Financial Group, Inc., and Residential Funding Corporation, as
amended by First Amendment to The Warehouse Credit, Term Loan and
Security Agreement, dated August 25, 1995 (Exhibit 10.12)
10.13 ** Promissory Note, dated as of June 15, 1995, from Remodelers National
Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.13)
10.14 ** Promissory Note, dated as of June 29, 1995, from Remodelers National
Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.14)
10.15 ** Guaranty, dated as of June 15, 1995, from RAC Financial Group, Inc.
to Residential Funding Corporation (Exhibit 10.15)
10.16 ** Custodian Agreement, dated as of June 15, 1995, among Remodelers
National Funding Corporation, RAC Financial Group, Inc., Residential
Funding Corporation and First Trust National Association (Exhibit
10.16)
10.17 ** Senior Subordinated Note and Warrant Purchase Agreement, dated as of
March 31, 1995, among RAC Financial Group, Inc., Remodelers National
Funding Corporation, SFA: State Financial Acceptance Corporation,
Banc One Capital Partners II, Limited Partnership and Farm Bureau
Life Insurance Company (Exhibit 10.17)
10.18 ** Senior Subordinated Note, dated as of March 31, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
SFA: State Financial Acceptance Corporation, as makers, to Farm
Bureau Life Insurance Company (Exhibit 10.18)
10.19 ** Senior Subordinated Note, dated as of March 31, 1995, from RAC
Financial Group, Inc., Remodelers National Funding Corporation and
SFA: State Financial Acceptance Corporation, as makers, to Banc One
Capital Partners II, Limited Partnership (Exhibit 10.19)
10.20 ** RAC Financial Group, Inc. Warrant Certificate, dated as of April 12,
1995, for Farm Bureau Life Insurance Corporation (including
registration rights agreement) (Exhibit 10.20)
10.21 ** RAC Financial Group, Inc. Warrant Certificate, dated as of March 31,
1995, for Banc One Capital Partners II, Limited Partnership
(including registration rights agreement) (Exhibit 10.21)
10.22 ** Subordinated Security Agreement, dated as of March 31, 1995, among
RAC Financial Group, Inc., Remodelers National Funding Corporation,
SFA: State Financial Acceptance Corporation, Banc Once Capital
Partners II, Limited Partnership and Farm Bureau Life Insurance
Company (Exhibit 10.22)

<PAGE>

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated August 1, 1996 with respect to the financial
statements of RAC Financial Group, Inc. and our report dated January 10, 1995
with respect to the financial statements of Remodelers National Funding Corp.
included in the Registration Statement (Form S-1 to be filed on or about
November 8, 1996) and related Prospectus of RAC Financial Group, Inc. for the
registration of 100,401 shares of its common stock.

/s/ ERNST & YOUNG LLP

Dallas, Texas
November 8, 1996