COMPUCREDIT CORP, POS AM, 1999-04-22

COMPUCREDIT CORP
POS AM, 1999-04-22
PERSONAL CREDIT INSTITUTIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
REGISTRATION NO. 333-69879

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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

COMPUCREDIT CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
GEORGIA 6141 58-2336689
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Identification No.)
Code Number)
</TABLE>

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TWO RAVINIA DRIVE
SUITE 1750
ATLANTA, GEORGIA 30346
(770) 901-5840
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
------------------------------

BRETT M. SAMSKY
CHIEF FINANCIAL OFFICER
COMPUCREDIT CORPORATION
TWO RAVINIA DRIVE
SUITE 1750
ATLANTA, GEORGIA 30346
(770) 901-5840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

WITH COPIES TO:

<TABLE>
<S> <C>
DANIEL T. FALSTAD, ESQ. DAVID S. KATZ, ESQ.
Troutman Sanders LLP Orrick, Herrington & Sutcliffe LLP
NationsBank Plaza, Suite 5200 3050 K Street, N.W.
600 Peachtree Street, N.E. Washington, D.C. 20007
Atlanta, Georgia 30308-2216 Telephone: (202) 339-8497
Telephone: (404) 885-3514 Facsimile: (202) 339-8500
Facsimile: (404) 962-6554
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Post-Effective Amendment to Registration Statement has
become effective.

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. / /

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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. / /

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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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 22, 1999

5,000,000 SHARES

[LOGO]

COMPUCREDIT CORPORATION

COMMON STOCK

------------------

This is CompuCredit's initial public offering of common stock. We expect the
public offering price to be between $12.00 and $13.00 per share. The shares of
common stock have been approved for quotation on the Nasdaq National Market
under the symbol "CCRT."

INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

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<TABLE>
<CAPTION>
Per Share Total
----------- ---------
<S> <C> <C>
Public Offering Price....................................................... $ $
Underwriting Discount....................................................... $ $
Proceeds, before expenses, to CompuCredit................................... $ $
</TABLE>

This is a firm commitment underwriting, which means that the underwriters
must purchase all of the securities, if any are purchased. The underwriters may
also purchase up to an additional 750,000 shares at the public offering price,
less the underwriting discount, within 30 days from the date of this prospectus
to cover over-allotments. At CompuCredit's request, the underwriters have
reserved up to 500,000 shares of common stock to be offered, at the public
offering price, to directors, officers, employees and business associates of
CompuCredit and their friends and relatives. In addition, a limited partnership
that is controlled by the father of David G. Hanna, a principal shareholder and
President and Chairman of the Board of CompuCredit, and Frank J. Hanna, III, a
principal shareholder of CompuCredit who will become a director upon the closing
of the offering, has indicated that it intends to purchase up to 500,000 shares
of the common stock to be offered at the public offering price, and the
underwriters have agreed to pay to CompuCredit the sales commission on these
shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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PAINEWEBBER INCORPORATED

BEAR, STEARNS & CO. INC.

NATIONSBANC MONTGOMERY SECURITIES LLC

------------------------

The date of this prospectus is , 1999
<PAGE>
[DESCRIPTION OF OMITTED GRAPHICAL MATERIAL

On the left side of the page, the CompuCredit logo, the text "transforming
information into value" and photographs of each of CompuCredit's Gold, Silver,
Platinum and Diamond Aspire Visa cards are superimposed on photographs of CD-ROM
discs. On the right side of the page, from the top of the page to the bottom,
there is a photograph of a man working at a computer terminal, a photograph of
computer hardware and a photograph of a woman looking at a credit card she has
pulled out of her purse.]

ii
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PROSPECTUS SUMMARY

You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. In this prospectus, the
term "CompuCredit" refers to CompuCredit Corporation and its subsidiaries and
its predecessor, CompuCredit L.P. Unless otherwise indicated, all of the
information in this prospectus except for the consolidated financial statements
and related notes:

- assumes the underwriters have not exercised their over-allotment option;

- does not include 1,200,000 shares of common stock CompuCredit may issue
pursuant to its 1998 Stock Option Plan;

- assumes CompuCredit has already effected a 15.2-for-1 stock split which
will occur at the same time as the closing of this offering; and

- assumes CompuCredit has already exchanged all of its outstanding preferred
stock, including accrued dividends, for 1,839,871 shares of common stock
which will occur at the same time as the closing of this offering. This
number of shares is based on dividends accrued through April 28, 1999 and
an assumed offering price of $12.50 per share.

THE COMPANY

CompuCredit is a credit card company that uses analytical techniques that it
has developed and information from credit bureaus to identify consumers who
management believes are under-served by more traditional providers of consumer
credit. CompuCredit issues its Aspire-Registered Trademark-
Visa-Registered Trademark- credit cards to these consumers on an unsecured
basis. There are currently four types of Aspire Visa branded cards: Classic,
Gold, Platinum and Aspire Diamond-TM-. CompuCredit also markets life insurance,
card registration, telecommunication products, memberships in buying clubs,
travel services and debt waiver programs to its credit card clients.

CompuCredit believes that consumers in the under-served market are not being
solicited with offers of credit cards as often as other consumers. Consumers in
this market typically rely more heavily on finance companies and retail store
credit cards to meet their consumer credit needs and are less likely than others
to have general-purpose credit cards. Some of these consumers have had
delinquencies, a default or a bankruptcy in their credit histories, but have, in
CompuCredit's view, demonstrated recovery. Other consumers in this target market
are establishing or expanding their credit. Based on research it has conducted
with a national credit bureau, CompuCredit estimates that there are
approximately 82 million consumers in the United States that are under-served by
consumer credit providers, and that, at any given time, approximately 20 to 25
million of these 82 million under-served consumers present levels of credit risk
acceptable for CompuCredit's credit card.

CompuCredit has developed computer models which evaluate the credit and
bankruptcy risks of consumers using credit bureau data and repayment history on
consumer loans. CompuCredit believes that its models allow it to evaluate credit
risk more effectively than most traditional providers of consumer credit. These
models are designed to identify specific groups of consumers with similar risks
and to offer credit lines and pricing tailored to each group. CompuCredit's
database accumulates information about its clients throughout the client
relationship, including information regarding transactions and the type of usage
that occurs on its Aspire Visa cards. The combination of CompuCredit's
proprietary databases, custom computer models, risk-based pricing strategies,
account management strategies and collections processes is designed to enable
CompuCredit to provide credit to an under-served market, to assess the risks its
clients present and to offer and price its products accordingly.

CompuCredit was formed in August 1996 and has grown significantly since it
began soliciting clients in February 1997. For the year ended December 31, 1998,
CompuCredit had net income of $25.4 million as compared to a net loss of
$725,000 for the year ended December 31, 1997. As of December 31, 1998,
CompuCredit had 343,000 accounts with an aggregate managed portfolio of $504.0
million of credit card receivables. CompuCredit intends to increase the size of
its portfolio of

1
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credit card receivables by adding new accounts. CompuCredit adds accounts by
soliciting new clients or by purchasing portfolios of credit card receivables.
CompuCredit may purchase portfolios of existing receivables as an account
acquisition strategy if it believes a majority of the cardholders meet
CompuCredit's credit criteria. CompuCredit may use either or both of these
methods of account growth to varying degrees, depending on its assessment of the
relative cost of each method.

CompuCredit has relied on the securitization of its credit card receivables
to fund its operations and increase the size of its business. A securitization
transaction involves grouping and packaging assets, such as credit card
receivables, into securities that are then sold to investors. The terms of each
sale and the price paid by the investors are based on agreements between
CompuCredit and the investors. CompuCredit receives cash at the time of each
sale and may also receive additional cash as the receivables are subsequently
repaid by the cardholders. The amount and timing of the additional cash received
is based on the financial performance of the receivables that have been
securitized. The securitization agreements include terms and conditions similar
to bank loan agreements including representations and warranties from
CompuCredit and financial performance covenants relating to the receivables that
have been securitized. Securitization of credit card receivables is common in
the credit card industry. CompuCredit has used securitizations because they have
offered a cost of funding lower than other debt or equity financing sources.

CompuCredit issues its Aspire credit card under an agreement with Columbus
Bank and Trust Company, a state-chartered banking subsidiary of Synovus
Financial Corporation. Under this agreement, Columbus Bank and Trust owns the
credit card accounts. However, CompuCredit has filed an application for a state
bank charter. If CompuCredit establishes or acquires a bank, the agreement with
Columbus Bank and Trust provides that these accounts will be transferred to the
new bank. CompuCredit outsources to Columbus Bank and Trust and its affiliate,
Total Systems Services, Inc., account processing and servicing functions such as
card embossing/mailing, fraud detection, cycle billing, payment processing and
transaction processing.

CompuCredit's executive offices are located at Two Ravinia Drive, Suite
1750, Atlanta, Georgia, 30346, and its telephone number is (770) 901-5840.

THE OFFERING

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<S> <C>
Common stock offered by CompuCredit.......... 5,000,000 shares, or 5,750,000 shares if the
underwriters exercise their over-allotment
option.

Common stock to be outstanding after the
offering................................... 39,224,731 shares, or 39,974,731 shares if
the underwriters exercise their
over-allotment option.

Use of Proceeds.............................. To finance CompuCredit's growth through the
origination and purchase of credit card
receivables, to capitalize CompuCredit's
proposed bank subsidiary, if the bank charter
is approved, and for marketing costs, working
capital and other general corporate purposes.

Risk Factors................................. See "Risk Factors" for a discussion of
factors to consider carefully before deciding
to invest in shares of the common stock.

Nasdaq National Market Symbol................ "CCRT"
</TABLE>

2
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SUMMARY FINANCIAL INFORMATION AND OPERATING DATA

You should read the following summary financial and other data in
conjunction with CompuCredit's consolidated financial statements and the related
notes and with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this prospectus. CompuCredit has
derived the following summary financial data, except for the selected credit
card data, for the years ended December 31, 1998 and 1997 and the period from
its inception on August 14, 1996 to December 31, 1996 from its audited
consolidated financial statements, which have been audited by Ernst & Young LLP,
independent auditors. In August 1997, CompuCredit began securitizing its credit
card receivables. The following general discussion of securitizations is
presented to assist in understanding CompuCredit's financial information and
operating data.

OVERVIEW OF SECURITIZATIONS. CompuCredit's securitization transactions
involve the sale of its credit card receivables to a separate entity. The entity
is either a corporation or a trust that has been created by CompuCredit
exclusively to purchase receivables. The entity purchases the receivables from
CompuCredit using cash generated from selling interests in the receivables to
investors.

CompuCredit has entered into agreements with investors which specify the
conditions and price of each sale of receivables and include terms and
conditions that are similar to those included in bank loan agreements. The
agreements define CompuCredit's duties to service the securitized receivables
and require CompuCredit to remit collections on the receivables to the investors
in the securitizations. The agreements also include representations and
warranties regarding the receivables and financial performance measures that
must be met in order for CompuCredit to continue to securitize receivables.

The investors in the securitizations require CompuCredit to provide credit
support for the receivables to reduce the risk of loss to the investors
resulting from cardholders not repaying their credit card balances when due. The
amount of the credit support is negotiated by CompuCredit with each investor and
is based on historical delinquency and loss experience on the receivables. The
credit support is usually in the form of overcollateralization, which means that
CompuCredit sells the receivables for less than, or at a discount from, their
outstanding balances. As a result, the receivables available to repay the
investors exceed the total amount of the investors' interests in the
receivables. This excess is the retained interest owned by CompuCredit. The
investors in the securitized receivables have no recourse against CompuCredit
for its cardholders' failure to pay their credit card loans; however, most of
CompuCredit's retained interests are subordinated to the investors' interests
until the investors have been fully repaid. This means that CompuCredit's
retained interests will absorb any losses due to cardholders' failure to repay
their balances before investors in the securitizations have to absorb these
losses.

CompuCredit will receive additional cash from the securitized receivables if
collections from the receivables exceed required interest and principal payments
to the investors. The collections from the receivables depend on the performance
of the receivables, which includes the timing and amounts of payments on the
receivables, the interest rates, fees and other charges paid on the receivables,
and their delinquency and loss rates.

IMPORTANT INFORMATION ABOUT SUMMARY FINANCIAL AND OPERATING DATA. The
balance sheet data presented below does not include securitized receivables
because CompuCredit removes these securitized receivables from its balance sheet
and records a gain on each sale. The gain represents the estimated net present
value of the cash flows CompuCredit expects to receive in the future.
CompuCredit's balance sheet includes the retained interests and the estimated
net present value of the expected cash flows. These amounts are classified on
the balance sheet as "Retained Interests in Credit Card Receivables." The
securitization transactions do not affect the relationship that CompuCredit has
with its clients, and CompuCredit continues to service the credit card
receivables. CompuCredit analyzes its financial performance on a "managed loan"
portfolio basis, as if the securitized receivables were still on its balance
sheet because the performance of those receivables will affect the future cash
flows

3
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CompuCredit actually receives on the receivables. The information in the
following table under "Selected Credit Card Data" is presented on this managed
loan basis.

During 1998, CompuCredit purchased two portfolios of credit card receivables
at substantial discounts from the face amount of the credit card receivables
outstanding. The discounts totaled $284.5 million at the time of purchase. A
portion of the discount relates to receivables identified by CompuCredit as
being at or near charge-off at the time of purchase. There were approximately
52,000 of these accounts, representing 25.9% of the accounts purchased, with
$137.2 million of outstanding receivables at the time of purchase. CompuCredit
has excluded these receivables from all managed loan data presented in this
prospectus. CompuCredit has divided the remaining portion of the $284.5 million
discount into two components. The first component of approximately $87.5 million
relates to the credit quality of the remaining receivables in the portfolios and
reflects the difference between the purchased face amount of the receivables and
the future cash collections that CompuCredit's management expects to receive
from the receivables. For purposes of reporting pro forma charge-off ratios on
managed loans, CompuCredit has used this discount related to credit quality to
offset a portion of actual net charge-offs. The second component of the
remaining discount, which was approximately $59.8 million, is unrelated to the
credit quality of the receivables, and this component is being added into
interest income for purposes of managed loan reporting.

The net interest margins presented below under "Selected Credit Card Data"
include CompuCredit's net interest and late fee income on a managed loan basis
less actual cost of funds. These net interest margins also take into account all
costs associated with CompuCredit's securitizations, including the interest paid
to the investors and the amortization of the portion of the discount on
CompuCredit's purchased portfolio that is in excess of discounts related to
credit quality. The net charge-off ratios presented below reflect actual
principal amounts charged off, less recoveries, as a percentage of average
managed loans on an annualized basis. The delinquency ratios presented below
represent credit card receivables that were at least 60 days past due at the end
of the period.

CompuCredit has computed the pro forma per share information presented below
by dividing net income or loss by the weighted average number of shares of
common stock outstanding during the period. CompuCredit has calculated the
weighted average number of shares for these purposes by giving effect to
CompuCredit's anticipated stock split and preferred stock exchange as if they
occurred as of the beginning of the periods presented.

4
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<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 14, 1996 YEAR ENDED
TO DECEMBER 31,
DECEMBER 31, ---------------------
1996 1997 1998
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<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Interest income.......................................................... $ -- $ 2,658 $ 256
Interest expense......................................................... -- 361 536
----- --------- ----------
Net interest income (expense).......................................... -- 2,297 (280)
Provision for loan losses................................................ -- 1,422 --
Securitization income.................................................... -- 628 16,389
Income from retained interests in credit card receivables securitized.... -- -- 22,690
Other operating income................................................... -- 1,383 19,237
Other operating expense.................................................. 148 3,611 17,127
----- --------- ----------
Income (loss) before income taxes...................................... (148) (725) 40,909
Income taxes............................................................. -- -- (15,479)
----- --------- ----------
Net income (loss)........................................................ $ (148) $ (725) $ 25,430
----- --------- ----------
----- --------- ----------
Net income (loss) attributable to common shareholders.................... $ (1,341) $ 23,630
--------- ----------
--------- ----------
PRO FORMA STATEMENT OF OPERATIONS DATA:
Pro forma net income (loss) per share (unaudited)........................ $ (.02) $ .76
--------- ----------
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</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
BALANCE SHEET DATA:
Retained interests in credit card receivables securitized....................... $ -- $ 15,037 $ 65,184
Total assets.................................................................... 253 20,215 87,583
Shareholders' equity............................................................ 152 19,127 54,510
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM AT OR FOR THE
AUGUST 14, 1996 YEAR ENDED DECEMBER
TO 31,
DECEMBER 31, ---------------------
1996 1997 1998
--------------- --------- ----------
<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT PERCENTAGES)
SELECTED CREDIT CARD DATA:
Average managed loans................................................... $ -- $ 11,151 $ 306,706
Period-end managed loans................................................ -- 27,899 503,985
Period-end total accounts............................................... -- 45 343
Net interest margin..................................................... --% 19.4% 19.9%
Net charge-off ratio.................................................... -- 3.6 13.2
Pro forma charge-off ratio.............................................. -- 3.6 3.4
Delinquency ratio....................................................... -- 5.3 8.6
</TABLE>

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[This Page Intentionally Left Blank]

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS OCCUR, COMPUCREDIT'S
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
HARMED. IN THAT CASE, THE TRADING PRICE OF COMPUCREDIT'S COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO COMPUCREDIT OR THAT COMPUCREDIT CURRENTLY
CONSIDERS IMMATERIAL MAY ALSO IMPAIR COMPUCREDIT'S BUSINESS OPERATIONS OR
FINANCIAL CONDITION OR MAY CONTRIBUTE TO A DECREASE IN THE PRICE OF
COMPUCREDIT'S COMMON STOCK.

COMPUCREDIT'S BUSINESS IS DIFFICULT TO EVALUATE BECAUSE OF ITS LIMITED OPERATING
HISTORY.

THERE IS A LACK OF HISTORICAL INFORMATION AVAILABLE FOR COMPUCREDIT'S
INVESTORS. Because CompuCredit was formed in August 1996, investors have
limited information on which to evaluate CompuCredit's future operating results
and business prospects.

COMPUCREDIT HAS LIMITED EXPERIENCE WITH ITS RECEIVABLES. CompuCredit has
limited underwriting, servicing, delinquency and default experience with its
credit card receivables, which may limit the usefulness or reliability of its
historical information.

COMPUCREDIT'S PORTFOLIO PURCHASES MAY CAUSE FLUCTUATIONS IN REPORTED MANAGED
LOAN DATA, WHICH MAY REDUCE THE USEFULNESS OF HISTORICAL MANAGED LOAN DATA IN
EVALUATING COMPUCREDIT'S BUSINESS.

CompuCredit's reported managed loan data may fluctuate substantially from
quarter to quarter as a result of recent and future portfolio acquisitions.
Portfolio acquisitions currently account for a significant portion of
CompuCredit's credit card receivables and may account for a significant portion
of CompuCredit's credit card receivables in the future. As of December 31, 1998,
purchased receivables represented 72.7% of CompuCredit's total portfolio.

Credit card receivables included in purchased portfolios may have been
originated using credit criteria different from CompuCredit's criteria. As a
result, some of these receivables have a different credit quality than
receivables originated by CompuCredit. Receivables included in any particular
purchased portfolio may have significantly different delinquency rates and
charge-off rates than the receivables previously originated and purchased by
CompuCredit. These receivables also may initially earn different interest rates
and fees than other similar receivables in CompuCredit's receivables portfolio.
To the extent these factors occur, CompuCredit's reported managed loan data may
fluctuate substantially in future periods.

COMPUCREDIT MAY BE REQUIRED TO PAY TO INVESTORS IN ITS SECURITIZATIONS AN AMOUNT
EQUAL TO THE AMOUNT OF SECURITIZED RECEIVABLES IF REPRESENTATIONS AND
WARRANTIES MADE BY SELLERS OF THE RECEIVABLES TO COMPUCREDIT ARE INACCURATE.

The representations and warranties made to CompuCredit by sellers of
receivables purchased by CompuCredit may be inaccurate. CompuCredit relies on
these representations and warranties when it makes its own representations and
warranties to investors in the securitizations of these receivables. If
CompuCredit relies on an inaccurate representation or warranty made by a seller,
CompuCredit may be required to pay to the investors an amount equal to the
amount of the securitized receivables. Although CompuCredit has rights to
indemnification by the sellers of the receivables for any of these payments it
must make to investors in its securitizations and may obtain similar
indemnification rights from sellers of portfolios purchased in the future,
CompuCredit may not be able to enforce its indemnification rights. Additionally,
these indemnification rights, if enforceable, may not be sufficient in each case
to reimburse CompuCredit fully for any of these payments.

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<PAGE>
COMPUCREDIT MAY BE UNABLE TO MEET ITS FUTURE CAPITAL AND LIQUIDITY NEEDS OR MAY
BE FORCED TO RELY ON MORE EXPENSIVE FUNDING SOURCES TO SUSTAIN ITS GROWTH.

CompuCredit will require additional capital in the future, and it may not be
able to sell debt or equity securities, securitize its receivables or borrow
additional funds on a timely basis or on terms that are acceptable to
CompuCredit. CompuCredit's cash requirements exceed cash generated from
operations. CompuCredit has financed substantially all of its originated and
purchased receivables through securitizations. If additional or future
securitization transactions are not available on terms acceptable to
CompuCredit, CompuCredit may have to rely on other potentially more expensive
funding sources, may not be able to grow or may have to reduce its managed loans
outstanding. Some of the factors which could make securitizations a less
attractive funding option include changes in the current favorable legal,
regulatory, accounting and tax environments for securitization transactions or
material disruptions in the financial markets.

THE TERMS COMPUCREDIT NEGOTIATES ON ITS FUTURE SECURITIZATIONS MAY NOT BE AS
FAVORABLE TO COMPUCREDIT AS THE TERMS OF ITS EXISTING SECURITIZATIONS, WHICH
COULD INCREASE COMPUCREDIT'S FINANCING COSTS.

Because the terms of CompuCredit's securitizations are negotiated with each
investor in the securitizations, the terms of CompuCredit's future
securitizations may not be as favorable to CompuCredit as the terms of its
existing securitizations. CompuCredit believes that it has negotiated favorable
terms for its current securitizations, including the amounts the investors in
the securitizations pay CompuCredit when the receivables are securitized.
Because of its reliance on securitizations, any failure by CompuCredit to obtain
terms in future securitizations that are as advantageous to CompuCredit as the
terms of its current securitizations could increase CompuCredit's financing
costs and reduce its net income.

BECAUSE A SIGNIFICANT PORTION OF COMPUCREDIT'S REPORTED INCOME IS BASED ON
MANAGEMENT'S ESTIMATES OF THE PERFORMANCE OF SECURITIZED RECEIVABLES,
DIFFERENCES BETWEEN ACTUAL AND EXPECTED PERFORMANCE OF THE RECEIVABLES MAY
CAUSE FLUCTUATIONS IN NET INCOME.

Securitization income from the sale of receivables in CompuCredit's
securitization transactions and income from retained interests in credit card
receivables securitized have constituted, and are likely to continue to
constitute, a significant portion of CompuCredit's income. Portions of this
income are based primarily on management's estimates of cash flows it expects to
receive from the securitized receivables. Differences between actual and
expected performance of the receivables may cause fluctuations in CompuCredit's
net income. The expected cash flows are based on management's estimates of
interest rates, default rates, payment rates, new purchases, costs of funds paid
to investors in the securitizations, servicing costs and required amortization
payments. These estimates are based on a variety of factors, many of which are
not within the control of CompuCredit. As a result, these estimates will differ
from actual performance.

THE TIMING AND SIZE OF SECURITIZATIONS MAY CAUSE FLUCTUATIONS IN QUARTERLY
INCOME.

Substantial fluctuations in the timing or the volume of receivables
securitized will cause fluctuations in CompuCredit's quarterly income. Factors
that affect the timing or volume of securitizations include the growth in
CompuCredit's receivables, market conditions and the approval by all parties of
the terms of the securitization.

INCREASES IN EXPECTED LOSSES AND DELINQUENCIES MAY CAUSE COMPUCREDIT TO INCUR
LOSSES ON ITS SECURITIZED RECEIVABLES AND PREVENT COMPUCREDIT FROM CONTINUING
TO SECURITIZE RECEIVABLES IN THE FUTURE ON SIMILAR TERMS.

If the actual amounts of delinquencies and losses that occur in
CompuCredit's securitized receivables are greater than CompuCredit's
expectations, the value of CompuCredit's retained interest

8
<PAGE>
in the securitization transactions may be impaired. In addition, CompuCredit may
be required to repay investors in the securitizations earlier than expected,
reducing funds available to CompuCredit for future growth. Higher than expected
delinquencies and losses could also impact CompuCredit's ability to complete
other securitization transactions on acceptable terms, thereby decreasing
CompuCredit's liquidity and forcing it to rely on other funding sources to the
extent available.

UNLESS COMPUCREDIT OBTAINS A BANK CHARTER, COMPUCREDIT CANNOT ISSUE CREDIT CARDS
OTHER THAN THROUGH AN AGREEMENT WITH A BANK.

Because CompuCredit does not have a bank charter, it currently cannot issue
credit cards other than through an agreement with a bank. CompuCredit issues its
Aspire credit card under an agreement with Columbus Bank and Trust. CompuCredit
filed an application for a state bank charter on October 26, 1998. Unless
CompuCredit obtains a bank charter, it will continue to rely upon Columbus Bank
and Trust to issue credit cards to CompuCredit's clients. If CompuCredit's
agreement with Columbus Bank and Trust were terminated or otherwise disrupted,
there is also a risk that CompuCredit would not be able to enter into an
agreement with an alternate provider on terms that CompuCredit considers
favorable or in a timely manner without disruption of CompuCredit's business.

BECAUSE COMPUCREDIT OUTSOURCES ITS ACCOUNT PROCESSING FUNCTIONS, ANY DISRUPTION
OR TERMINATION OF THAT OUTSOURCING RELATIONSHIP COULD HARM COMPUCREDIT'S
BUSINESS.

CompuCredit outsources account processing functions for the Aspire accounts
pursuant to an agreement with Columbus Bank and Trust and its affiliate, Total
Systems. If this agreement were terminated or otherwise disrupted, there is a
risk that CompuCredit would not be able to enter into a similar agreement with
an alternate provider on terms that CompuCredit considers favorable or in a
timely manner without disruption of CompuCredit's business. For additional
information on services provided to CompuCredit by third parties, see
"Business--Account and Portfolio Management."

COMPUCREDIT MAY BE UNABLE TO SUSTAIN AND MANAGE ITS GROWTH.

If CompuCredit cannot sustain or manage its growth, it may experience
fluctuations in net income or sustain net losses. CompuCredit has rapidly and
significantly expanded its operations and its credit card receivables portfolio.
CompuCredit plans to continue to increase its credit card receivables portfolio.
CompuCredit may not be able to manage the following factors that affect its
growth:

- growth in both existing and new account balances;

- the degree to which CompuCredit loses accounts and account balances to
competing credit card issuers;

- levels of delinquencies and credit losses;

- the availability of funding, including securitizations, on favorable
terms;

- CompuCredit's ability to attract new clients through originations or
portfolio purchases;

- management of costs of soliciting new clients;

- the level of response to CompuCredit's solicitations;

- CompuCredit's ability to employ and train new personnel;

- CompuCredit's ability to maintain adequate management systems, collection
procedures, internal controls and automated systems; and

- general economic and other factors beyond the control of CompuCredit.

9
<PAGE>
COMPUCREDIT MAY NOT SUCCESSFULLY EVALUATE THE CREDITWORTHINESS OF ITS CLIENTS
AND MAY NOT PRICE ITS CREDIT PRODUCTS SO AS TO REMAIN PROFITABLE.

CompuCredit may not successfully evaluate the creditworthiness of its
clients and may not price its credit products so as to remain profitable.
CompuCredit's target market generally has a higher risk of nonpayment, higher
frequencies of delinquencies and higher credit losses than consumers who are
served by more traditional providers of consumer credit. Some of the consumers
included in CompuCredit's target market are consumers who are dependent upon
finance companies, consumers with only retail store credit cards and/or lacking
general purpose credit cards, consumers who may have had a delinquency, a
default or, in some instances, a bankruptcy in their credit histories, but have,
in CompuCredit's view, demonstrated recovery, and consumers who are establishing
or expanding their credit.

LACK OF SEASONING OF COMPUCREDIT'S CREDIT CARD PORTFOLIO MAY RESULT IN INCREASED
DELINQUENCIES AND DEFAULTS.

A portfolio of older accounts generally behaves more predictably than a
newly originated portfolio. As of December 31, 1998, all of CompuCredit's
originated receivables, representing 27.3% of its total portfolio, were less
than two years old. Until these originated accounts become more seasoned, it is
likely that delinquencies and credit losses will fluctuate as the average age of
CompuCredit's originated accounts increases.

SEASONAL CONSUMER SPENDING MAY RESULT IN FLUCTUATIONS IN COMPUCREDIT'S NET
INCOME.

CompuCredit's quarterly income may substantially fluctuate as a result of
seasonal consumer spending. In particular, CompuCredit's clients may charge more
and carry higher balances during the year-end holiday season and before the
beginning of the school year, resulting in corresponding increases in managed
loans and receivables securitized during those periods.

DEPARTURE OF KEY PERSONNEL COULD HARM COMPUCREDIT'S OPERATIONS.

CompuCredit depends upon the skills and experience of its executive
officers. CompuCredit has entered into employment agreements with its executive
officers, which contain confidentiality and non-compete provisions, but cannot
be assured that these persons will not leave CompuCredit to pursue other
opportunities. The loss of the services of David G. Hanna, its President,
Richard W. Gilbert, its Chief Operating Officer, Brett M. Samsky, its Chief
Financial Officer or Richard R. House, Jr., its Chief Credit Officer could harm
CompuCredit's operations. CompuCredit does not maintain key-man life insurance
on any executive officer.

INCREASES IN INTEREST RATES MAY INCREASE COMPUCREDIT'S COST OF FUNDS AND MAY
REDUCE THE PAYMENT PERFORMANCE OF COMPUCREDIT'S CLIENTS.

Increases in interest rates may increase CompuCredit's cost of funds, which
could significantly affect CompuCredit's results of operations and financial
condition. CompuCredit's credit card accounts have variable interest rates.
Significant increases in these variable interest rates may reduce the payment
performance of CompuCredit's clients.

UNPREDICTABLE ECONOMIC FACTORS COULD REDUCE CREDIT CARD USAGE AND INCREASE
CREDIT LOSSES.

Because CompuCredit's business is directly related to consumer spending, any
sustained period of economic slowdown or recession could harm CompuCredit's
results of operations or financial condition. During periods of economic
slowdown or recession, CompuCredit may experience a decreased demand for its
products and services and an increase in rates of delinquencies and the
frequency and severity of credit losses. CompuCredit's actual rates of
delinquencies and frequency and severity of credit losses may be higher in the
future under adverse economic conditions than those experienced in the consumer
finance industry generally because of CompuCredit's focus on the under-served
market.

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<PAGE>
CONSUMER PROTECTION LAWS MAY MAKE COLLECTION OF CREDIT CARD ACCOUNT BALANCES
MORE DIFFICULT OR MAY EXPOSE COMPUCREDIT TO THE RISK OF LITIGATION.

Any failure by CompuCredit or Columbus Bank and Trust, as the issuer of the
Aspire credit card or the servicer of the Aspire credit card accounts, to comply
with legal requirements could significantly impair the ability of CompuCredit or
Columbus Bank and Trust to collect the full amount of the credit card account
balances and may expose CompuCredit or Columbus Bank and Trust to the risk of
litigation under state and federal consumer protection statutes, rules and
regulations. The operations of CompuCredit and of Columbus Bank and Trust are
regulated by federal, state and local government authorities and are subject to
various laws, rules and regulations, as well as judicial and administrative
decisions imposing requirements and restrictions on CompuCredit's business. For
more information regarding consumer and debtor protection laws applicable to
CompuCredit, see "Business--Consumer and Debtor Protection Laws and
Regulations."

CHANGES IN LAW MAY INCREASE COMPUCREDIT'S CREDIT LOSSES AND ADMINISTRATIVE
EXPENSES, RESTRICT THE AMOUNT OF INTEREST AND OTHER CHARGES IMPOSED ON THE
CREDIT CARD ACCOUNTS OR LIMIT COMPUCREDIT'S ABILITY TO MAKE CHANGES TO
EXISTING ACCOUNTS.

Numerous legislative and regulatory proposals are advanced each year which,
if adopted, could harm CompuCredit's profitability or limit the manner in which
CompuCredit conducts its activities. Changes in federal and state bankruptcy and
debtor relief laws may increase CompuCredit's credit losses and administrative
expenses. More restrictive laws, rules and regulations may be adopted in the
future which could make compliance more difficult or expensive, further restrict
the amount of interest and other charges imposed on credit card accounts
originated or marketed by CompuCredit, limit CompuCredit's ability to make
changes to the terms on existing accounts or otherwise significantly harm
CompuCredit's business.

IF COMPUCREDIT ORGANIZES A BANK, CHANGES IN APPLICABLE STATE AND FEDERAL LAWS
COULD ADVERSELY AFFECT ITS BUSINESS.

If CompuCredit completes the process of organizing a state-chartered "credit
card bank" under the laws of the State of Georgia, that banking subsidiary will
be subject to the various state and federal regulations generally applicable to
those institutions, including restrictions on the ability of the banking
subsidiary to pay dividends to CompuCredit. CompuCredit is unable to predict the
effect of any future changes of applicable state and federal laws or
regulations, but such changes could adversely affect the bank's business and
operations.

INTENSE COMPETITION FOR CREDIT CARD CUSTOMERS MAY CAUSE COMPUCREDIT TO LOSE
ACCOUNTS OR ACCOUNT BALANCES TO COMPETITORS.

CompuCredit may lose entire accounts, or may lose account balances, to
competing card issuers who offer lower interest rates and fees or other more
attractive terms or features. CompuCredit believes that clients choose credit
card issuers largely on the basis of interest rates, fees, credit limits and
other product features. For this reason, client loyalty is often limited.
CompuCredit's future growth depends largely upon the success of its marketing
programs and strategies. CompuCredit's competitors may already use or may begin
using many of the programs and strategies that CompuCredit has used to attract
new accounts. In addition, many of CompuCredit's competitors are substantially
larger than CompuCredit and have greater financial resources. In particular,
CompuCredit's credit card business competes with national, regional and local
bank card issuers, and with other general purpose credit card issuers, including
American Express-Registered Trademark-, Discover-Registered Trademark- and
issuers of Visa-Registered Trademark- and MasterCard-Registered Trademark-
credit cards.

ADVERSE PUBLICITY MAY IMPAIR ACCEPTANCE OF COMPUCREDIT'S PRODUCTS.

Critics of the credit card industry have in the past focused on marketing
practices that they claim encourage consumers to borrow more money than they
should, as well as on pricing practices that they

11
<PAGE>
claim are either confusing or result in prices that are too high. Increased
criticism of the industry or criticism of CompuCredit in the future could hurt
client acceptance of CompuCredit's products or lead to changes in the law or
regulatory environment, either of which would significantly harm CompuCredit's
business.

BECAUSE THERE HAS BEEN NO PRIOR PUBLIC MARKET FOR COMPUCREDIT'S COMMON STOCK,
INVESTORS MAY NOT BE ABLE TO RESELL THE COMMON STOCK AT PRICES EQUAL TO OR
GREATER THAN THE OFFERING PRICE.

There has been no public market for CompuCredit's common stock prior to the
offering, and there is a risk that an active trading market will not develop.
Purchasers of the common stock may not be able to resell their common stock at
prices equal to or greater than the offering price. The offering price was
determined through negotiations between CompuCredit and the representatives of
the underwriters and may not reflect the market price of the common stock after
the offering. For a discussion of factors considered in determining the offering
price, see "Underwriting."

THE MARKET PRICE OF COMPUCREDIT'S COMMON STOCK COULD FALL DRAMATICALLY IF
COMPUCREDIT'S SHAREHOLDERS SELL LARGE AMOUNTS OF COMMON STOCK IN THE PUBLIC
MARKET FOLLOWING THIS OFFERING.

The market price of CompuCredit's common stock could fall dramatically if
CompuCredit's shareholders sell large amounts of common stock in the public
market following this offering. These sales, or the possibility that these sales
may occur, could make it more difficult for CompuCredit to sell equity or
equity-related securities in the future.

After this offering, CompuCredit will have outstanding 39,224,731 shares of
common stock, or 39,974,731 shares if the underwriters' over-allotment option is
exercised in full. All of the 5,000,000 shares sold in this offering, or
5,750,000 shares if the underwriters' over-allotment option is exercised in
full, will be immediately eligible for sale in the public market without
limitation except for any of these shares that are held by "affiliates" of
CompuCredit, as defined in Rule 144 under the Securities Act of 1933. Shares
held by affiliates of CompuCredit will be subject to the volume and other
selling limitations of Rule 144. In addition, the limited partnership controlled
by the father of David G. Hanna and Frank J. Hanna, III, which has indicated
that it intends to purchase up to 500,000 shares of common stock in the
offering, has agreed that it will not sell any shares it purchases for a period
of 180 days after the date of this prospectus without the consent of PaineWebber
Incorporated, acting on behalf of the underwriters. The underwriters may release
some or all of these shares from this agreement at any time.

The remaining 34,224,731 shares that will be outstanding after the offering
are held by existing shareholders of CompuCredit who have entered into lock-up
agreements with the underwriters. These lock-up agreements prohibit these
shareholders from selling any of their shares for a period of 365 days after the
date of this prospectus without the consent of PaineWebber Incorporated, acting
on behalf of the underwriters. The underwriters may release some or all of these
shares from the lock-up agreements at any time. If they are released, these
shares will remain subject to restrictions on their public sale imposed by Rule
144, including limitations on the number of these shares that may be sold by any
current shareholder within any three-month period. Upon the closing of the
offering, CompuCredit's executive officers and directors, who are "affiliates"
of CompuCredit within the meaning of Rule 144, will own an aggregate of
32,239,870 of these shares. Any of those shares that are released from the
lock-up agreements will continue to be subject to the sales volume limitations
of Rule 144 until August 29, 1999, as a result of their status as "restricted
securities" within the meaning of Rule 144. After that date, the persons holding
these shares will continue to be subject to the sales volume limitations of Rule
144 until the date that is three months after the person has ceased to be an
affiliate of CompuCredit, at which time these shareholders will cease to be
subject to the sales volume limitations of Rule 144 when selling their shares.
All of the remaining 1,984,861 shares not currently held by affiliates of
CompuCredit also are restricted securities under Rule 144. As a result of this
status, if these shares are released from the lock-up agreements, a total of
940,196 of the shares will be eligible for public sale immediately but will
remain subject to the sales volume limitations of Rule 144

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<PAGE>

until August 29, 1999. The remaining 1,044,665 shares of these shares will first
become eligible for public sale under Rule 144 on August 21, 1999 and will be
subject to the sales volume limitations of Rule 144 until August 21, 2000.

COMPUCREDIT'S OFFICERS AND DIRECTORS WILL HAVE THE ABILITY TO CONTROL
SHAREHOLDER VOTES, WHICH COULD DETER TRANSACTIONS REQUIRING SHAREHOLDER
APPROVAL, SUCH AS A CHANGE IN CONTROL TRANSACTION, THAT MAY BE FAVORED BY THE
OTHER SHAREHOLDERS.

David G. Hanna, Frank J. Hanna, III and CompuCredit's executive officers and
directors, in the aggregate, will be able to significantly influence all matters
requiring shareholder approval, including the election of directors and the
approval of significant corporate transactions. Upon the closing of the
offering, CompuCredit's executive officers and directors, in the aggregate, will
beneficially own 82.2% of CompuCredit's outstanding common stock. David G. Hanna
and Frank J. Hanna, III, who are brothers, will beneficially own, in the
aggregate, 69.1% of the outstanding common stock. This concentration of voting
power could have the effect of delaying or preventing a change in control of
CompuCredit, including a change in control that is favored by the other
shareholders, and may depress the market price of CompuCredit's common stock.
For information regarding the beneficial ownership of each of CompuCredit's
directors and executive officers, see "Principal Shareholders."

FUTURE ISSUANCES OF PREFERRED STOCK MAY DETER A CHANGE OF CONTROL OF
COMPUCREDIT, EVEN IF THE CHANGE OF CONTROL IS FAVORED BY COMPUCREDIT'S
SHAREHOLDERS.

The issuance of preferred stock could make it more difficult for a third
party to acquire, or discourage a third party from acquiring, a majority of the
outstanding voting stock of CompuCredit, including a transaction that may be
favored by CompuCredit's shareholders. CompuCredit will have no shares of
preferred stock outstanding as of the closing of the offering and has no current
plans to issue preferred stock. However, CompuCredit's Articles of Incorporation
will authorize CompuCredit to issue shares of preferred stock in the future
without shareholder approval and with the terms, conditions, rights, privileges
and preferences, including voting rights, as the Board of Directors of
CompuCredit may determine.

COMPUCREDIT'S SOFTWARE SYSTEMS AND THE SOFTWARE SYSTEMS OF ITS OUTSIDE VENDORS
MAY BE HAMPERED BY DEFICIENCIES RELATING TO THE YEAR 2000 PROBLEM.

CompuCredit's software systems and the software systems of its outside
vendors may be hampered by deficiencies relating generally to formatting and
date calculations stemming from the year 2000, commonly known as the year 2000
problem. Any failure of CompuCredit's software systems or the software systems
of its outside vendors may significantly impair CompuCredit's business. Although
management does not currently anticipate significant implementation problems,
the existence, nature and scope of the year 2000 problem and other
implementation problems cannot be accurately predicted at this time. To the
extent that the year 2000 problem associated with CompuCredit's software systems
and the systems of its vendors is more extensive than management currently
anticipates, correction of the year 2000 problem could significantly harm
CompuCredit's results of operations or financial condition.

CompuCredit believes that its most significant year 2000 risks arise out of
the possibility that the systems of its principal outside service provider,
Total Systems, may not be year 2000 compliant. This vendor has an extensive,
detailed plan to test for and correct any year 2000 problems. In addition,
CompuCredit's year 2000 project team is participating in testing being performed
by Total Systems to ensure that Total Systems is year 2000 compliant. However,
any failure by Total Systems to fully remediate any year 2000 problems could
harm CompuCredit's business. For more detailed information on CompuCredit's year
2000 plan, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Year 2000."

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<PAGE>
FORWARD-LOOKING STATEMENTS

This prospectus includes statements under the captions "Prospectus Summary,"
"Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" and elsewhere in
the prospectus that are forward-looking statements. These forward-looking
statements include statements about CompuCredit's plans, expectations, and
beliefs and other statements included in the prospectus that are not statements
of historical fact. When used in the prospectus, words like "anticipates,"
"expects," "believes," "estimates," "seeks," "plans," "intends" and similar
expressions are intended to identify forward-looking statements. CompuCredit's
actual experience may differ significantly from the plans, expectations and
beliefs reflected in the forward-looking statements included in this prospectus
as a result of one or more of the risks, uncertainties and other factors
discussed in the "Risk Factors" section and elsewhere in this prospectus.
Moreover, with the passage of time, CompuCredit's plans, expectations and
beliefs will change. However, CompuCredit undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by law.

THE COMPANY

CompuCredit is a credit card company that markets products and services to
its clients for which it earns fees. CompuCredit originates and purchases credit
card receivables. CompuCredit targets consumers who management believes are
under-served by more traditional providers of consumer credit. CompuCredit's
current credit product is the Aspire Visa credit card, which CompuCredit offers
to its clients on an unsecured basis. CompuCredit markets life insurance, card
registration, telecommunication products, memberships in preferred buying clubs,
travel services and debt waiver programs.

CompuCredit was formed as CompuCredit, L.P. in August 1996 and was merged
into CompuCredit Corporation in August 1997. CompuCredit began soliciting
clients in February 1997. As of December 31, 1998, CompuCredit had 95 employees.
All of its employees are based in Atlanta, Georgia.

USE OF PROCEEDS

Based on an assumed offering price of $12.50 per share, the net proceeds to
CompuCredit from the sale of the shares of common stock offered by this
prospectus are estimated to be $56.9 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable by
CompuCredit. If the underwriters' over-allotment option is exercised in full,
the net proceeds from the offering are estimated to be $65.6 million.
CompuCredit expects to use the net proceeds from the offering to finance the
growth of its business through the origination and purchase of credit card
receivables and for marketing costs, working capital and other general corporate
purposes. If CompuCredit receives the bank charter it has applied for,
CompuCredit may use a portion of the proceeds from the offering to fund all or
part of the cost of capitalizing the bank. CompuCredit currently intends to
capitalize the bank with $20.0 million in capital contributions and $5.0 million
in the form of a deposit. CompuCredit has made no commitments that it will be
required to fund with the proceeds of the offering.

DIVIDEND POLICY

CompuCredit currently intends to retain all future earnings to expand and
operate its business. CompuCredit does not anticipate paying dividends on the
common stock in the foreseeable future. CompuCredit's Board of Directors will
decide whether to pay dividends based on factors such as future earnings,
capital requirements, the general financial condition of CompuCredit and general
business conditions.

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<PAGE>
DILUTION

The pro forma net tangible book value of CompuCredit at December 31, 1998
was $53.1 million, or $1.55 per share. These values give effect to (i) a
15.2-for-1 stock split to be effected at the same time as the offering and (ii)
the exchange of all of the outstanding shares of CompuCredit's preferred stock,
including accrued dividends, for 1,839,871 shares of common stock at the same
time as the offering. Pro forma net tangible book value per share represents the
amount of CompuCredit's total tangible assets less total liabilities, divided by
the number of shares outstanding. After giving effect to the net proceeds from
the sale of 5,000,000 shares of common stock at an assumed offering price of
$12.50 per share, the pro forma, as adjusted, net tangible book value of
CompuCredit at December 31, 1998 would have been $115.6 million, or $2.95 per
share. This represents an immediate increase in pro forma net tangible book
value of $1.40 per share to the existing shareholders and an immediate dilution
of $9.55 to new investors purchasing shares in the offering. The following table
illustrates this per share dilution before deducting underwriting discounts and
commissions and estimated offering expenses payable by CompuCredit:

<TABLE>
<S> <C>
Offering price per share............................................ $ 12.50
Pro forma net tangible book value per share as of December 31,
1998.......................................................... 1.55
Increase in pro forma net tangible book value per share
attributable to new investors................................. 1.40
Pro forma, as adjusted, net tangible book value per share after the
offering.......................................................... 2.95
Dilution per share to new investors................................. $ 9.55
</TABLE>

The following table summarizes on a pro forma basis as of December 31, 1998,
the differences between the existing shareholders and the new investors with
respect to the number of shares of common stock purchased from CompuCredit, the
total consideration paid and the average price per share. The consideration paid
is prior to deducting underwriting discounts and commissions and estimated
offering expenses.

<TABLE>
<CAPTION>
SHARES OWNED AFTER THE
OFFERING TOTAL CONSIDERATION
------------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ ----------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders............................ 34,224,731 87.3% $ 29,953,000 32.4% $ 0.88
New investors.................................... 5,000,000 12.7 62,500,000 67.6 12.50
------------ ----- -------------- ---------
Total...................................... 39,224,731 100.0 92,453,000 100.0 2.36
</TABLE>

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<PAGE>
CAPITALIZATION

The following table sets forth the total capitalization of CompuCredit (i)
on an actual basis at December 31, 1998, (ii) on a pro forma basis giving effect
to (a) the 15.2-for-1 stock split and (b) the exchange of all of the outstanding
shares of CompuCredit's preferred stock, including accrued dividends, for
1,839,871 shares of common stock, and (iii) on a pro forma basis, as adjusted to
reflect the sale of 5,000,000 shares of common stock by CompuCredit at an
assumed offering price of $12.50 per share. Capitalization shown below is after
deducting underwriting discounts and commissions and estimated offering expenses
payable by CompuCredit. The information below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and CompuCredit's consolidated financial statements and related
notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
-----------------------------------
<S> <C> <C> <C>
PRO FORMA,
ACTUAL PRO FORMA AS ADJUSTED
--------- ----------- -----------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Borrowings................................................................... $ -- $ -- $ --

Shareholders' Equity:

Preferred stock, $100 par value; 500,000 shares authorized, 200,000 shares
issued and outstanding; 10,000,000 shares authorized, no shares issued
and outstanding, pro forma; no shares issued and outstanding pro forma,
as adjusted.............................................................. 20,000 -- --
Common stock, no par value; 3,000,000 shares authorized; 2,130,583 shares
issued and outstanding; 60,000,000 shares authorized, 34,224,731 shares
issued and outstanding, pro forma; 39,224,731 shares issued and
outstanding pro forma, as adjusted....................................... -- -- --
Additional paid-in capital................................................. 9,953 29,953 86,834
Retained earnings.......................................................... 24,557 24,557 24,557
--------- ----------- -----------
Total shareholders' equity................................................. 54,510 54,510 111,391
--------- ----------- -----------
Total capitalization....................................................... $ 54,510 $ 54,510 $ 111,391
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

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<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth, for the periods indicated, certain selected
consolidated financial and other data for CompuCredit. You should read the
selected consolidated financial and other data below in conjunction with
CompuCredit's consolidated financial statements and the related notes and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. CompuCredit has derived the
following selected financial data, except for the selected credit card data, for
the years ended December 31, 1998 and 1997 and the period from its inception on
August 14, 1996 to December 31, 1996 from its audited consolidated financial
statements, which have been audited by Ernst & Young LLP, independent auditors.

In August 1997, CompuCredit began securitizing its credit card receivables.
In each securitization, CompuCredit receives cash, retains interests in the
receivables that are sold, and has limited rights to receive cash in the future
as the sold receivables are collected. CompuCredit removes the sold receivables
from its balance sheet and records a gain on the sale. The gain represents the
estimated net present value of the cash flows CompuCredit expects to receive in
the future. CompuCredit's balance sheet includes the retained interests and the
estimated net present value of the expected cash flows. These amounts are
classified on the balance sheet as "Retained Interests in Credit Card
Receivables." The securitization transactions do not affect the relationship
that CompuCredit has with its clients, and CompuCredit continues to service the
credit card receivables. CompuCredit analyzes its financial performance on a
"managed loan" portfolio basis, as if the receivables securitized were still on
its balance sheet because the performance of those receivables will affect the
future cash flows CompuCredit actually receives on the receivables. The
information in the following table under "Selected Credit Card Data" is
presented on this managed loan basis.

The net interest margins presented below under "Selected Credit Card Data"
include CompuCredit's net interest and late fee income on a managed loan basis
less actual cost of funds. These net interest margins also take into account all
costs associated with asset securitizations, including the interest paid to the
investors and the amortization of the portion of the discount on CompuCredit's
purchased portfolio that is in excess of discounts related to credit quality.
The net charge-off ratios presented below reflect actual principal amounts
charged off, less recoveries, as a percentage of average managed loans on an
annualized basis. The delinquency ratios presented below represent credit card
receivables that were at least 60 days past due at the end of the period.

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<PAGE>
CompuCredit has computed the pro forma per share information presented below
by dividing net income or loss by the weighted average number of shares of
common stock outstanding during the period. CompuCredit has calculated the
weighted average numbers of shares for these purposes by giving effect to
CompuCredit's anticipated stock split and preferred stock exchange as if they
occurred as of the beginning of the periods presented.

PRO FORMA STATEMENT OF OPERATIONS DATA:
Pro forma net income (loss) per share (unaudited)........................ $ (.02) $ .76
--------- ----------
--------- ----------
</TABLE>

18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE "SELECTED
CONSOLIDATED FINANCIAL DATA" AND COMPUCREDIT'S CONSOLIDATED FINANCIAL STATEMENTS
AND THE RELATED NOTES INCLUDED HEREIN.

GENERAL

CompuCredit is a credit card company that originates and purchases credit
card receivables and markets products and services to its clients for which it
earns fees.

Consumer credit product revenues consist of (i) interest income on
outstanding revolving credit card receivables, (ii) credit card fees, including
annual membership, cash advance, over-limit, past-due and other credit card
fees, and (iii) interchange fees, which are the portion of the merchant fee
assessed by Visa and passed on to CompuCredit on the purchase volume on
CompuCredit's credit card receivables. Non-interest income includes
securitization income, income from retained interests in credit card receivables
securitized, servicing income and fee-based product revenues. The expenses
relating to consumer credit products are typically the costs of funding
CompuCredit's receivables, credit losses and operating expenses, including
employee compensation, account solicitation and marketing expenses, data
processing and servicing expenses.

This Management's Discussion and Analysis of Financial Condition and Results
of Operations, includes forward-looking statements. CompuCredit has based these
forward-looking statements on its current plans, expectations and beliefs about
future events. In light of the risks, uncertainties and assumptions discussed
under the caption "Risk Factors" in this prospectus and other factors discussed
in this section, there is a risk that CompuCredit's actual experience will
differ from the expectations and beliefs reflected in the forward-looking
statements in this section. See "Forward-Looking Statements."

CREDIT CARD SECURITIZATIONS

CompuCredit has securitized a substantial portion of its credit card
receivables. CompuCredit's securitization transactions involve the sale of its
credit card receivables to a separate entity. The entity is either a corporation
or a trust that has been created by CompuCredit exclusively to purchase
receivables. The entity purchases the receivables from CompuCredit using cash
generated from selling interests in the receivables to investors. The investors
in CompuCredit's securitization transactions are commercial paper conduits
administered by major banking institutions. A commercial paper conduit is a
company that issues short-term debt securities backed by financial assets such
as credit card receivables.

CompuCredit has entered into agreements with investors which specify the
conditions and price of each sale including the total amount of receivables the
investor is committing to purchase from CompuCredit. The agreements include
terms and conditions that are similar to those included in bank loan agreements
and define CompuCredit's duties to service the securitized receivables.
CompuCredit is required by the agreements to remit collections on the
receivables to the investors in the securitizations. The agreements also include
representations and warranties regarding the receivables and financial
performance measures that must be met in order for CompuCredit to continue to
securitize receivables and in order for CompuCredit to receive any additional
cash from the collections of the receivables.

After an initial purchase by the investors, there is usually a period during
which collections from the receivables are used to purchase new receivables
generated by CompuCredit. This is referred to as a revolving period. At the end
of the revolving period, the investment of collections in new receivables ends
and collections are instead used to repay the investors. The period during which
investors are

19
<PAGE>
being repaid is referred to as an amortization period. The amortization period
may begin at a specific point in time determined under the agreements or it may
be caused by specified events including deterioration in the quality of the
receivables purchased or a material adverse change in the financial condition of
CompuCredit. A breach of a representation or warranty made by CompuCredit could
also cause an amortization period to begin.

The securitized receivables incur losses to the extent cardholders do not
repay their credit card balances when due. The investors in the securitizations
require CompuCredit to provide credit support for the receivables to reduce the
risk of loss to the investors resulting from cardholders not repaying their
credit card balances when due. The amount of the credit support is negotiated by
CompuCredit with each investor and is based on historical delinquency and loss
experience on the receivables. The credit support is usually in the form of
overcollateralization, which means that CompuCredit sells the receivables for
less than, or at a discount from, their outstanding balances. As a result, the
receivables available to repay the investors exceed the total amount of the
investors' interests in the receivables. This excess is the retained interest
owned by CompuCredit. The investors in the securitized receivables have no
recourse against CompuCredit for its cardholders' failure to pay their credit
card loans; however, most of CompuCredit's retained interests are subordinated
to the investors' interests until the investors have been fully repaid. This
means that CompuCredit's retained interests will first absorb any losses due to
cardholders' failure to repay their balances before investors in the
securitizations have to absorb these losses.

CompuCredit will receive additional cash from the securitized receivables if
collections from the receivables exceed required interest and principal payments
to the investors. The collections from the receivables depend on the performance
of the receivables, which includes the timing and amount of payments on the
receivables, the interest rates, fees and other charges paid on the receivables,
and their delinquency and loss rates.

In each securitization, CompuCredit receives cash, retains an interest in
the receivables that are securitized, and has rights to receive cash in the
future as the securitized receivables are collected. The future cash flows are
commonly referred to as interest-only strips. Although CompuCredit continues to
service the underlying credit card receivables and maintains the client
relationships, these transactions are treated as sales and the securitized
receivables are not reflected on the consolidated balance sheet. The retained
interests and the interest-only strips are included in Retained Interests in
Credit Card Receivables Securitized. Amounts Due from Securitization on
CompuCredit's balance sheet include payments recently received on the
securitized receivables that are still held by the securitization structure but
are payable to the Company in the next 30 days.

CompuCredit has adopted Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" for all of its securitization transactions. Under Statement No.
125, gains are recognized at the time of each sale. These gains are based on the
estimated fair value of the retained interests, which are based on the estimated
present value of the cash flows the Company expects to receive over the
estimated outstanding life of the receivables. The expected cash flows are based
on estimates of finance charges and late fees, servicing fees, costs of funds
paid to investors, payment rates, credit losses, and required amortization
payments to investors.

Retained Interests in Credit Card Receivables Securitized on CompuCredit's
balance sheet are calculated in accordance with the provisions of Statement No.
125. These retained interests are subsequently accounted for as trading
securities and reported at estimated fair market value with changes in fair
value included in income in accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Estimates used in the determination of the gains and the related
fair values of interest-only strips and retained

20
<PAGE>
ownership interests are influenced by factors outside the Company's control,
and, as a result, these estimates could materially change.

The securitization transactions do not affect the relationship CompuCredit
has with its clients, and CompuCredit continues to service the credit card
receivables. CompuCredit receives servicing fees ranging up to 6% per year of
the securitized principal receivables and CompuCredit either provides the
servicing or contracts with third party service providers.

The table below summarizes CompuCredit's securitization activity.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------------
1997 1998
--------- ----------
<S> <C> <C>
(IN THOUSANDS)
Proceeds from securitizations.......................................... $ 12,650 $ 402,272
Excess cash flows received on retained interests....................... 995 36,667
Pretax securitization income........................................... 628 16,389
</TABLE>

Finance charges and past due fees collected in excess of servicing fees and
periodic interest payments are available to absorb the investors' share of
credit losses. Investors bear the risk of credit losses on the underlying
receivables to the extent that credit losses, servicing fees and periodic
interest payments required by the investors exceed finance charges and past due
fees earned on the receivables and CompuCredit's retained interests in the
receivables pool. Investors in CompuCredit's securitization programs are
generally entitled to receive principal payments either through monthly payments
during an amortization period or in one lump sum from the proceeds of issuances
of additional certificates or participation interests in the receivables pool.

As additional credit support on CompuCredit's securitization structures
associated with its purchased receivables, CompuCredit pays the excess cash
collected to the investors as an accelerated amortization payment. This excess
cash totaled $29.5 million for the year ended December 31, 1998. Once the
investors are repaid, any remaining receivables and funds held in the buying
entity are payable to CompuCredit. In each securitization transaction,
CompuCredit retains the risk of compliance with federal and state laws and
regulations regarding the securitized accounts and any fraudulent activity with
regard to such accounts.

MANAGED LOAN PORTFOLIO

CompuCredit analyzes its financial performance on a "managed loan" portfolio
basis, as if the receivables securitized were still on CompuCredit's balance
sheet because the performance of its securitized receivables will affect the
future cash flows CompuCredit actually receives on the receivables.

The table set forth below indicates CompuCredit's net interest margin on a
managed loan basis. The table also indicates the ending and average managed
loans and the number of managed accounts. Interest income for CompuCredit on a
managed loan basis includes all net interest and late fee income on all
outstanding loans less all costs associated with securitizations, including the
interest expense paid to the investors.

During 1998, CompuCredit purchased two portfolios of credit card receivables
with outstanding receivables balances at the time of purchase of $579.7 million.
The presented managed loan data excludes certain of these receivables and the
related accounts which at the time of purchase were closed accounts in a certain
delinquency status. Management believes that these accounts were either in the
process of being charged off by the seller due to delinquency or were likely to
be charged off in the near term. As a result, management believes that
CompuCredit would have had very little opportunity to influence the delinquency
or default rates of these accounts prior to charge-off. CompuCredit

21
<PAGE>
therefore excluded these accounts, the receivables and any activity in the
accounts since the date of purchase from any managed loan data presented. At the
time of the purchases, there were approximately 52,000 such accounts,
representing 25.9% of the accounts purchased and $137.2 million of the $579.7
million outstanding receivables purchased.

The portfolios acquired during 1998 were purchased at substantial discounts.
A portion of the discount at the time of purchase related to the credit quality
of the remaining loans in the portfolio and reflects the difference between the
purchased face amount of the receivables and the future cash collections
management expects to receive with respect to the purchased face amount. The
substantial discount received by CompuCredit on the purchased portfolio exceeds
the discount CompuCredit has ascribed to the credit quality of the purchased
receivables. CompuCredit is reporting this excess discount as additional
interest income over the life of the portfolio for managed loan reporting and is
amortizing it into interest income using the interest method.
<TABLE>
<CAPTION>
AT OR FOR THE QUARTER ENDED
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1997 1997 1997 1998 1998 1998 1998
----------- ------------- ------------- ----------- --------- ------------- -------------

<CAPTION>
(IN THOUSANDS, EXCEPT FOR PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
Period-end total managed loans.... $ 13,192 $ 17,325 $ 27,899 $ 44,089 $ 397,500 $ 406,297 $ 503,985
Period-end total managed
accounts........................ 17 19 45 51 202 249 343
Total average managed loan
portfolio....................... $ 7,798 $ 15,762 $ 20,983 $ 37,886 $ 337,161 $ 402,751 $ 449,028
Net interest margin on managed
loans, annualized............... 19.9% 22.0% 17.7% 13.9% 22.7% 19.3% 18.9%
</TABLE>

CompuCredit's net interest margins are influenced by a number of factors,
including the timing and size of portfolio purchases and the level of
CompuCredit's charge-offs. Purchased portfolios typically have lower interest
rates and late fees until CompuCredit converts the accounts to Aspire Visa
accounts. When it converts accounts to Aspire Visa accounts, CompuCredit
reprices the accounts to interest rates and fees that are similar to those on
accounts CompuCredit has originated through its solicitation process.
CompuCredit typically converts the accounts within six months of purchase.
Fluctuations in CompuCredit's charge-off ratios also affect CompuCredit's net
interest margins. At charge-off, the interest and late fees on an account are
deducted from interest income in the current period.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1998, COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net income for the year ended December 31, 1998 was $25.4 million, an
increase of $26.1 million over a net loss of $725,000 for 1997. The increase in
net income was the result of increases in securitization income of $15.8
million, income from retained interests in credit card receivables securitized
of $22.7 million and other operating income of $17.8 million. These increases
were largely attributable to the growth in managed loans from $27.9 million at
December 31, 1997 to $504.0 million at December 31, 1998. The increase in
managed loans was the result of portfolio purchases completed in 1998, as well
as direct mail and telemarketing campaigns. The increases in income were
partially offset by increases in other operating expenses of $13.5 million and
income tax expense of $15.5 million.

Other operating income increased $17.8 million from $1.4 million for 1997 to
$19.2 million for 1998, primarily due to a $12.5 million increase in servicing
income and a $3.3 million increase in CompuCredit's other credit card fees.
CompuCredit receives servicing fees ranging up to 6.0% per year of the
securitized principal receivables and other credit card fees, including annual
membership, over-limit and cash advance fees.

22
<PAGE>
Other operating expenses increased to $17.1 million for 1998, from $3.6
million for 1997. This increase primarily reflects the increase in the cost of
operations associated with the growth in CompuCredit's business, including $5.8
million of additional marketing and solicitation expenses and $3.9 million of
additional credit card servicing costs incurred during 1998.

YEAR ENDED DECEMBER 31, 1997, COMPARED TO PERIOD FROM AUGUST 14, 1996 TO
DECEMBER 31, 1996

Managed loans grew to $27.9 million as of December 31, 1997, compared with
no managed loans as of December 31, 1996.

Net securitization income and other operating income increased from $0 for
the period from August 14, 1996 to December 31, 1996, to $2.0 million for the
year ended December 31, 1997. Other operating expense increased to $3.6 million
for the year ended December 31, 1997 from $148,000 for the period from August
14, 1996 to December 31, 1996. This increase primarily reflects the increase in
the cost of operations associated with the growth in CompuCredit's business,
including $1.1 million of marketing and solicitation costs and $1.0 million of
credit card servicing costs during the year ended December 31, 1997.

NET INTEREST INCOME

Net interest income consists of interest income earned on cash and cash
equivalents, interest and late fees earned on CompuCredit's owned credit card
receivables prior to securitizations, less interest expense on borrowings to
fund those receivables. Prior to August 1997, CompuCredit earned interest income
on all outstanding credit card receivables. In August 1997, CompuCredit began
securitizing substantially all of its credit card receivables. The
securitization results in the removal of the receivables from CompuCredit's
balance sheet for financial reporting purposes. CompuCredit began issuing credit
cards in 1997 and, therefore, did not recognize any interest income for the
period from August 14, 1996 to December 31, 1996. Interest income totaled $2.7
million for the year ended December 31, 1997 and $256,000 for the year ended
December 31, 1998.

Interest expense for 1998 increased to $536,000 from $361,000 for 1997. In
April 1998, CompuCredit entered into a promissory note with a related party in
the face amount of $13.0 million. In July 1998, the note and all accrued
interest were paid in full. Interest expense for the year ended December 31,
1997 totaled $361,000 related to short-term borrowings that were paid in full in
August 1997. Interest expense for the period from August 14, 1996 to December
31, 1996 was $0.

INCOME FROM RETAINED INTERESTS IN CREDIT CARD RECEIVABLES SECURITIZED

Retained Interests in Credit Card Receivables Securitized are calculated in
accordance with the provisions of Statement No. 125. These retained interests
are subsequently accounted for as trading securities and reported at estimated
fair market value in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
CompuCredit receives cash flows relating to these retained interests equal to
the finance charges and past due fees in excess of the sum of the return paid to
investors, estimated contractual servicing fees, credit losses and required
amortization payments to investors. This cash flow received on CompuCredit's
retained interests and changes in the fair value of the retained interests is
recorded as Income from Retained Interests in Credit Card Receivables
Securitized in accordance with Statement No. 115. Since quoted market prices are
generally not available, the fair value is based on the estimated present value
of future cash flows using management's best estimates of finance charges and
late fees, servicing fees, costs of funds paid to investors, payment rates,
credit losses, and required

23
<PAGE>
amortization payments to investors. The weighted average key assumptions used to
estimate the fair value of CompuCredit's retained interests as of the end of
each year are presented below. Changes in any of these assumptions could impact
the estimates of the fair value of the retained interests as well as the
realization of expected future cash flows:

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
Payment rate (monthly)..................................................... 8.1% 5.5%
Expected credit loss rate (annualized)..................................... 5.8 15.1
Residual cash flows discount rate.......................................... 12.0 25.3
</TABLE>

The changes in the weighted average assumptions from December 31, 1997 to
December 31, 1998 are primarily due to the two portfolio purchases that occurred
during 1998. Management believes these two portfolios will have lower payment
rates and higher credit losses as compared to the receivables that were
securitized as of December 31, 1997. Management also uses higher discount rates
for the expected cash flows associated with the purchased portfolios. The
discount rates are based on management's estimates of returns that would be
required by investors in an investment with similar terms and credit quality.
Interest rates received on the credit card receivables are estimated based on
the stated annual percentage rates in the credit card agreements. Estimated
default and payment rates are based on historical results, adjusted for expected
changes based on CompuCredit's credit risk models. The returns to the investors
in the securitizations are based on management's estimates of forward yield
curves.

NET SECURITIZATION INCOME

Net securitization income includes gains representing the estimated present
value at the time of initial securitization of cash flows CompuCredit expects to
receive over the estimated life of the receivables securitized. The present
value of the cash flows is estimated in the same manner as described above in
"--Income from Retained Interests in Credit Card Receivables Securitized" for
the fair value of the retained interests. Securitization income is recognized at
the time of the initial securitization. Net securitization income for 1998
increased to $16.4 million from $628,000 for 1997. Net securitization income was
$0 for the period from August 14, 1996 to December 31, 1996. The increase in
CompuCredit's net securitization income is due to the increase in the volume of
credit card receivables securitized.

OTHER OPERATING INCOME

Other operating income consists of the following for the periods indicated:

<TABLE>
<CAPTION>
PERIOD FROM YEAR ENDED
AUGUST 14, 1996 DECEMBER 31,
TO --------------------
DECEMBER 31, 1996 1997 1998
----------------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Servicing income.................................................... $ -- $ -- $ 12,541
Other credit card fees.............................................. -- 911 4,193
Interchange fees.................................................... -- 279 1,865
Ancillary products.................................................. -- 37 638
Other............................................................... -- 156 --
------- --------- ---------
Total other operating income.................................... $ -- $ 1,383 $ 19,237
------- --------- ---------
------- --------- ---------
</TABLE>

24
<PAGE>
CompuCredit had no other operating income from August 14, 1996 to December
31, 1996 and only $1.4 million for the year ended December 31, 1997. The
significant increase in other operating income to $19.2 million for 1998 relates
to the growth in CompuCredit's managed loan portfolio during 1998. CompuCredit's
managed loans grew from $27.9 million at December 31, 1997 to $504.0 million at
December 31, 1998. CompuCredit services the credit card receivables that have
been securitized and recognized servicing income ranging up to 6.0% of the
average principal receivables per year. Other credit card fees include credit
card fees such as annual membership, over-limit and cash advance fees.
Interchange fees are the portion of the merchant fee assessed by Visa and passed
on to CompuCredit on the purchase volume on CompuCredit's credit card
receivables. Ancillary product revenues are associated with the products and
services that CompuCredit markets to its clients.

OTHER OPERATING EXPENSE

Other operating expense consists of the following for the periods indicated:

<TABLE>
<CAPTION>
PERIOD FROM YEAR ENDED DECEMBER
AUGUST 14, 1996 31,
TO --------------------
DECEMBER 31, 1996 1997 1998
------------------- --------- ---------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Salaries and benefits.................................................. $ -- $ 429 $ 1,172
Credit card servicing.................................................. -- 1,008 4,948
Marketing and solicitation............................................. 27 1,081 6,865
Professional fees...................................................... 20 252 713
Data processing........................................................ -- 156 1,437
Net occupancy.......................................................... -- 35 195
Ancillary product expense.............................................. -- -- 443
Other.................................................................. 101 650 1,354
------- --------- ---------
Total other operating expense...................................... $ 148 $ 3,611 $ 17,127
------- --------- ---------
------- --------- ---------
</TABLE>

Other operating expense for the year ended December 31, 1998 increased to
$17.1 million from $3.6 million for the year ended December 31, 1997 due
primarily to increases in marketing and solicitation, credit card servicing and
data processing expenses. Other operating expense for the year ended December
31, 1997 increased by $3.5 million from $148,000 for the period from August 14,
1996 to December 31, 1996. This increase primarily reflects increased credit
card servicing and marketing and solicitation expenses. In each case, the
increases in operating expenses were associated with the growth in CompuCredit's
credit card receivables. Ancillary product expenses relate to CompuCredit's debt
waiver products and include expenses associated with claim reserves and program
administrative expenses. Other expenses include depreciation and other general
and administrative costs.

INCOME TAXES

As further described in Note 1 to CompuCredit's consolidated financial
statements included elsewhere in this prospectus, CompuCredit was a limited
partnership until it merged into a corporation on August 29, 1997. As a limited
partnership, it did not record an income tax provision. Because CompuCredit did
not have income related to its activities for the year ended December 31, 1997,
it did not record an income tax provision for that year. CompuCredit recognized
a deferred tax asset for the year ended December 31, 1997 due to certain tax
loss carryforwards, but recorded a valuation allowance related to the deferred
asset, resulting in a net deferred tax asset of $0.

CompuCredit's provision for income taxes since merging into a corporation
includes both federal and state income taxes. Tax expense for the year ended
December 31, 1998 was $15.5 million. CompuCredit's effective tax rate was 37.8%
for 1998.

25
<PAGE>
ASSET QUALITY

CompuCredit's delinquency and net loan charge-off rates at any point in time
reflect the credit risk of receivables, the average age of CompuCredit's credit
card accounts, the timing of portfolio purchases, the success of CompuCredit's
collection and recovery efforts and general economic conditions. The average age
of CompuCredit's credit card account portfolio affects the stability of
delinquency and loss rates of the portfolio.

CompuCredit's strategy for managing delinquency and loan losses consists of
active account management throughout the client relationship. This strategy
includes credit line management and pricing based on the risk of the credit card
accounts.

DELINQUENCIES. Delinquencies have the potential to impact net income in the
form of net credit losses which impact the value of CompuCredit's retained
interests in securitizations. Delinquencies are also costly in terms of the
personnel and resources dedicated to resolving them. A credit card account is
contractually delinquent if the minimum payment is not received by the specified
date on the client's statement. It is CompuCredit's policy to continue to accrue
interest and fee income on all credit card accounts, except in limited
circumstances, until the account and all related loans, interest and other fees
are charged off. See "--Net Charge-Offs."

The following table presents the delinquency trends of CompuCredit's credit
card receivables portfolio on a managed loan portfolio basis:
<TABLE>
<CAPTION>
AT THE QUARTER ENDED
------------------------------------------------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
1997 1997 1997 1998
------------------------ ------------------------ ------------------------ ------------------------
% OF % OF % OF % OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
----------- ----- ----------- ----- ----------- ----- ----------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loans Delinquent:
30 to 59 days.... $ 81 0.6% $ 500 2.9% $ 678 2.4% $ 928 2.1%
60 to 89 days.... -- 0.0 330 1.9 446 1.6 531 1.2
90 or more....... -- 0.0 314 1.8 1,021 3.7 1,135 2.6
-- -- -- --
----- ----------- ----------- -----------
Total 30 or
more......... $ 81 0.6% $ 1,144 6.6% $ 2,145 7.7% $ 2,594 5.9%
-- -- -- --
-- -- -- --
----- ----------- ----------- -----------
----- ----------- ----------- -----------
Total 60 or
more......... $ -- 0.0% $ 644 3.7% $ 1,467 5.3% $ 1,666 3.8%
-- -- -- --
-- -- -- --
----- ----------- ----------- -----------
----- ----------- ----------- -----------

JUNE 30, SEPTEMBER 30, DECEMBER 31,
1998 1998 1998
---------------------- ---------------------- ----------------------
% OF % OF % OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
--------- ----- --------- ----- --------- -----

<S> <C> <C> <C> <C> <C> <C>
Loans Delinquent:
30 to 59 days.... $ 21,294 5.4% $ 27,186 6.7% $ 27,819 5.5%
60 to 89 days.... 12,824 3.2 17,119 4.2 14,249 2.8
90 or more....... 4,053 1.0 25,596 6.3 28,964 5.8
--
--------- --------- --- --------- ---
Total 30 or
more......... $ 38,171 9.6% $ 69,901 17.2% $ 71,032 14.1%
--
--
--------- --------- --- --------- ---
--------- --------- --- --------- ---
Total 60 or
more......... $ 16,877 4.2% $ 42,715 10.5% $ 43,213 8.6%
--
--
--------- --------- --- --------- ---
--------- --------- --- --------- ---
</TABLE>

The significant increase in CompuCredit's delinquencies beginning in the
quarter ended June 30, 1998 is due in part to the portfolio purchase that
occurred during that period. CompuCredit converted the portfolio to Aspire Visa
accounts during the third quarter of 1998 and began using its account management
strategies on the portfolio at that time. Delinquency rates on the purchased
portfolio subsequently improved during the fourth quarter of 1998.

CompuCredit began originating accounts in February 1997. As the average age
of CompuCredit's originated portfolio increases, CompuCredit expects delinquency
rates to continue to increase, and then stabilize. CompuCredit is using its
account management strategies on its originated portfolio, which are intended to
reduce delinquency rates as its originated portfolio matures.

26
<PAGE>
The following table separately reports CompuCredit's loan delinquency trends
for its originated portfolio and for its purchased portfolio:
<TABLE>
<CAPTION>
AT THE QUARTER ENDED
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1997 1997 1997 1998 1998
------------- ----------------- ----------------- --------------- -----------

<CAPTION>
% OF TOTAL
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ORIGINATED PORTFOLIO
Loans Delinquent:
30 to 59 days................. 0.6% 2.9% 2.4% 2.1% 2.7%
60 to 89 days................. -- 1.9 1.6 1.2 1.9
90 or more.................... -- 1.8 3.7 2.6 3.0
-- -- -- --
---
Total 30 or more................ 0.6% 6.6% 7.7% 5.9% 7.6%
-- -- -- --
-- -- -- --
---
---
Total 60 or more................ 0.0% 3.7% 5.3% 3.8% 4.9%
-- -- -- --
-- -- -- --
---
---
PURCHASED PORTFOLIO (1)
Loans Delinquent:
30 to 59 days................. -- -- -- -- 5.9%
60 to 89...................... -- -- -- -- 3.5
90 or more.................... -- -- -- -- 0.6
-- -- -- --
---
Total 30 or more................ -- -- -- -- 10.0%
-- -- -- --
-- -- -- --
---
---
Total 60 or more................ -- -- -- -- 4.1%
-- -- -- --
-- -- -- --
---
---

<S> <C> <C>
SEPTEMBER 30, DECEMBER 31,
1998 1998
----------------- -----------------

<S> <C> <C>
ORIGINATED PORTFOLIO
Loans Delinquent:
30 to 59 days................. 3.1% 2.5%
60 to 89 days................. 2.2 1.6
90 or more.................... 4.2 3.9

--- ---
Total 30 or more................ 9.5% 8.0%

--- ---
--- ---
Total 60 or more................ 6.4% 5.5%

--- ---
--- ---
PURCHASED PORTFOLIO (1)
Loans Delinquent:
30 to 59 days................. 7.8% 6.6%
60 to 89...................... 4.8 3.3
90 or more.................... 7.0 6.5

--- ---
Total 30 or more................ 19.6% 16.4%

--- ---
--- ---
Total 60 or more................ 11.8% 9.8%

--- ---
--- ---
</TABLE>

- ------------------------------

(1) Prior to the quarter ended June 30, 1998, CompuCredit did not have a
purchased portfolio.

NET CHARGE-OFFS. Net charge-offs include the principal amount of losses
from clients unwilling or unable to pay their loan balance, as well as bankrupt
and deceased clients, less current period recoveries. Net charge-offs exclude
accrued finance charges and fees, which are charged against the related income
at the time of charge-off. Losses from fraudulent activity in accounts are also
excluded from net charge-offs and are included separately in other operating
expenses. CompuCredit generally charges off loans during the period in which the
loan becomes contractually 180 days past due. However, bankrupt accounts and the
accounts of deceased clients without a surviving, contractually liable
individual or an estate large enough to pay the debt in full are charged off
within 30 days of notification of the client's bankruptcy or death.

Approximately $87.5 million of the discount on CompuCredit's portfolio
purchases during 1998 related to the credit quality of the remaining loans in
the portfolio and reflects the difference between the purchased face amount and
the future cash collections management expects to receive with respect to the
purchased face amount. For purposes of reporting pro forma charge-off ratios on
managed loans above, this discount related to credit quality has been utilized
to offset a portion of actual net charge-offs. The following table presents
CompuCredit's net charge-offs for the periods indicated on a managed loan
portfolio basis:

27
<PAGE>

<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
-----------------------------------------------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1997 1997 1997 1998 1998 1998 1998
----------- ------------- ------------- ----------- --------- ------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
TOTAL MANAGED LOAN
PORTFOLIO :
Average managed loan
portfolio.......... $ 7,798 $ 15,762 $ 20,983 $ 37,886 $ 337,161 $ 402,751 $ 449,028
Net charge-offs...... 1 70 334 928 3,600 11,833 24,075
Pro forma net charge-
offs............... 1 70 334 928 1,179 3,584 4,883
Net charge-off ratio
(annualized)....... 0.1% 1.8% 6.4% 9.8% 4.3% 11.8% 21.5%
Pro forma charge-off
ratio
(annualized)....... 0.1 1.8 6.4 9.8 1.4 3.6 4.3
</TABLE>

CompuCredit has experienced increases in its charge-off ratios due to the
higher delinquencies and charge-offs in its purchased portfolios. In addition,
as the average delinquency rates of CompuCredit's originated portfolio increase
and then stabilize as the portfolio matures, CompuCredit expects charge-off
rates to also increase and then stabilize. CompuCredit plans to continue to
focus its resources on refining its credit underwriting standards for new
accounts and to increase its focus on collection and post charge-off recovery
efforts to minimize losses.

CREDIT LOSSES. For securitized receivables, anticipated credit losses are
reflected in the calculations of net securitization income. Provisions for loan
losses are made in accordance with Statement of Financial Accounting Standards
No. 5, which requires provisions in amounts necessary to maintain the allowance
at a level estimated to be sufficient to absorb probable future losses of
principal and earned interest, net of recoveries. In evaluating credit losses,
CompuCredit takes into consideration several factors, including (i) historical
charge-off and recovery activity by receivables portfolio, (ii) recent and
expected delinquency and collection trends by receivables portfolio, (iii) the
impact of current economic conditions and recent economic trends on the clients'
ability to repay and (iv) the risk characteristics of the portfolios.

Substantially all of CompuCredit's credit card receivables have been
securitized. As CompuCredit has securitized its receivables it has removed them
from its balance sheet and has also relieved any allowance for loan losses on
its balance sheet.

INTEREST RATE SENSITIVITY AND MARKET RISK

Interest rate sensitivity is comprised of basis risk and gap risk. Basis
risk is caused by the difference in the interest rate indices used to price
assets and liabilities. Gap risk is caused by the difference in repricing
intervals between assets and liabilities. Market risk is the risk of loss from
adverse changes in market prices and rates. CompuCredit's principal market risk
is related to changes in interest rates. This affects CompuCredit directly in
its lending and borrowing activities, as well as indirectly as interest rates
may impact the payment performance of CompuCredit's clients.

CompuCredit attempts to minimize the impact of market interest rate
fluctuations on net interest income and net income by regularly evaluating the
risk inherent in its asset and liability structure, including its off-balance
sheet assets and liabilities such as securitized receivables. This risk arises
from continuous changes in CompuCredit's asset and liability mix, changes in
market interest rates, including changes affected by fluctuations in prevailing
interest rates, payment trends on CompuCredit's interest-bearing assets and
payment requirements on CompuCredit's interest-bearing liabilities, and the
general timing of all other cash flows. To manage CompuCredit's direct risk to
market interest rates, management actively monitors market interest rates and
the interest sensitive components of CompuCredit's managed balance sheet.
Management seeks to minimize the impact of changes in

28
<PAGE>
interest rates on the fair value of assets, net income and cash flow primarily
by matching asset and liability repricings. There can be no assurance that
management will be successful in its attempt to manage such risks.

At December 31, 1998, all of CompuCredit's credit card receivables and other
interest-bearing assets had variable rate pricing, with receivables carrying
annual percentage rates at a spread over the prime rate, subject to certain
interest rate floors. At December 31, 1998, CompuCredit's securitizations had
$308.4 million in variable rate, interest-bearing liabilities, payable to its
investors. Since both managed interest-bearing assets and liabilities reprice
every 30 days, CompuCredit believes that the impact of a change in interest
rates would not be material to the financial performance of CompuCredit.

CompuCredit incurs basis risk because it funds managed assets at a spread
over the commercial paper rate while the rates on the underlying assets are
indexed to the prime rate. This basis risk results from the potential
variability in the spread between the prime rate and the commercial paper rate
over time. CompuCredit has not hedged its basis risk due to the cost of hedging
this risk versus the benefits from elimination of this risk.

CompuCredit believes it is not exposed to any material foreign currency
exchange rate risk or commodity price risk.

LIQUIDITY, FUNDING AND CAPITAL RESOURCES

CompuCredit's goal is to maintain an adequate level of liquidity through
active management of assets and liabilities. Because the characteristics of its
assets and liabilities change, liquidity management is a dynamic process
affected by the pricing and maturity of CompuCredit's assets and liabilities.

A significant source of liquidity for CompuCredit has been the
securitization of credit card receivables. CompuCredit received proceeds of
$12.7 million during 1997 and $402.3 million during 1998 from sales of its
credit card receivables through securitizations. CompuCredit used cash generated
from these transactions to reduce short-term borrowings and to fund further
credit card receivables growth. In addition, in April 1998, CompuCredit entered
into a promissory note with a related party in the face amount of $13.0 million.
In July 1998, the note and all accrued interest were paid in full. In August
1998, CompuCredit issued shares of common stock to an unrelated investor for
cash proceeds of $10.0 million.

The maturity terms of CompuCredit's securitizations vary. Once repayment
begins, payments from clients on credit card receivables are accumulated for the
special purpose entities' investors and are no longer reinvested in new credit
card receivables. At that time, CompuCredit's funding requirements for new
credit card receivables will increase accordingly. The occurrence of certain
events may also cause the securitization transactions to amortize earlier than
scheduled. In the case of CompuCredit's master trust, a decline in the
portfolio's annual yield below a base rate will cause early amortization. The
portfolio's annual yield typically includes finance charges and past due fees
earned on the receivables less servicing fees and credit losses. In the case of
CompuCredit's other securitization programs, such events include an increase in
the charge-off rates or a decline in the payment rates in excess of certain
agreed upon thresholds. These events would accelerate the need to utilize
alternative funding sources. Under each of CompuCredit's securitization
structures, an early amortization period has not yet commenced. CompuCredit
believes that securitizations will continue to be a reliable source of funding
but can give no assurance that securitizations will provide sufficient funding.
As of January 31, 1999, CompuCredit had total securitization facilities of
$517.1 million and had utilized approximately $306.5 million of such facilities.

29
<PAGE>
On February 10, 1999, third party investors purchased the outstanding
undivided interest in one of CompuCredit's securitization structures for cash.
The price paid by the purchasers exceeded the amounts required to be paid to the
selling investors, which was limited to the selling investors' outstanding
investment, accrued interest and unpaid fees. The excess totaled $31.4 million,
of which $5.0 million was deposited into a reserve account to serve as a credit
enhancement that was required by the new investors. The remaining $26.4 million
was remitted to CompuCredit's wholly owned subsidiary created in connection with
the securitization.

If CompuCredit receives the bank charter it has applied for, CompuCredit
intends to capitalize its bank subsidiary with $20.0 million in capital
contributions and $5.0 million in the form of a deposit. CompuCredit may use a
portion of the proceeds from the offering to fund all or part of the costs of
capitalizing its bank subsidiary.

YEAR 2000

The year 2000 problem is a result of computer programs using two digit years
instead of four digits. As a result, these computer programs do not properly
recognize dates in any year that begins with "20" instead of "19" and may
malfunction when presented with such dates. The year 2000 problem may effect not
only CompuCredit's software systems, but also critical software used by
suppliers of goods and services and financial institutions with which
CompuCredit does business.

Although most of CompuCredit's existing information systems are less than
two years old and were originally designed for year 2000 compliance, CompuCredit
has created a year 2000 project team to identify, address and monitor internal
systems and vendor issues related to the year 2000 problem. CompuCredit has
tested all internally developed information and operational systems, including
hardware, software, non-information technology systems and systems interfaces,
for year 2000 compliance. Where necessary, CompuCredit upgraded these systems to
a format that CompuCredit believes will assure system and data integrity in the
year 2000 and thereafter. During 1998, CompuCredit spent approximately $50,000
to upgrade or replace non-compliant software. Although CompuCredit believes its
internal systems are year 2000 compliant, unforeseen problems could arise in the
year 2000 which could cause delays and malfunctions which may impact
CompuCredit's results of operations.

In addition, CompuCredit is discussing with outside third party providers of
services, systems and networks whether these outside vendors have satisfactorily
addressed their year 2000 systems issues. CompuCredit's most critical outside
vendors have provided their year 2000 project plans. These vendors have
warranted the accuracy and reliability of systems, reports, and data related to
the performance of the services provided by them and their affiliates in
relation to the year 2000 issue. CompuCredit believes its most critical outside
vendor is Total Systems, which provides services to CompuCredit, including card
embossing, transaction processing and cycle billing. Due to its critical nature,
CompuCredit will participate in the year 2000 testing of its credit card
processor, Total Systems, during the first two quarters of 1999. CompuCredit
will provide specific test code for Total Systems to incorporate in their year
2000 plan, and CompuCredit will receive and analyze Total Systems' year 2000
test results. Although CompuCredit is taking these and other precautionary
measures to assure that it is not vulnerable to the failure by its third party
vendors to make necessary system modifications, there can be no assurance that
CompuCredit's third party vendors will successfully address all of their year
2000 issues. CompuCredit has contingency plans that include, in the event of
vendor or software non-compliance, identification and replacement of critical
products or services as appropriate.

CompuCredit's most likely worst case scenario is that its outside vendors
are not year 2000 compliant due to unforeseen or unexpected problems with their
systems that their year 2000 testing did not discover and that there are errors
or delays in processing or billing the credit card accounts. In this

30
<PAGE>
scenario, CompuCredit will have to assess the length of time it may take for its
vendors to correct their year 2000 problems. In the event of a significant
delay, CompuCredit would begin replacing its vendors.

CompuCredit believes that it has adequate resources to achieve year 2000
compliance for any of its systems which are found to be non-compliant.
CompuCredit's costs associated with the year 2000 issue relate primarily to the
management of vendor project plans and participation in testing. CompuCredit
anticipates that it will spend approximately $100,000 during 1999 relating to
the monitoring and possible replacement of software or vendors providing
services to CompuCredit, excluding any costs that might be incurred if its
critical vendor, Total Systems, fails to become year 2000 compliant. Since Total
Systems services all of CompuCredit's credit card receivables, any year 2000
problem at Total Systems could cause a material disruption in CompuCredit's
business. The cost of the disruption to CompuCredit's business cannot be
accurately estimated by management at this time. Management believes that the
cost of any such disruption would have a material adverse affect on
CompuCredit's results of operations and financial condition.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
Statement No. 131 superseded FASB Statement No. 14. "Financial Reporting for
Segments of a Business Enterprise." Statement No. 131 establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. Statement No. 131 also establishes standards for related disclosures
about products and services, geographic areas, and major customers. CompuCredit
adopted the new standard for the year ended December 31, 1998. Based on the
criteria under Statement No. 131, CompuCredit operates in a single business
segment.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed For or Obtained For Internal Use." SOP 98-1 is effective for
CompuCredit beginning on January 1, 1999. SOP 98-1 will require the
capitalization of certain costs incurred after the date of adoption in
connection with developing or obtaining software for internal use. Adoption of
SOP 98-1 is not expected to have a material impact on the results of operations
or financial position of CompuCredit.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 "Reporting the Costs of Start Up Activities." SOP
98-5 provides guidance on the financial reporting of start up costs and
organization costs and is effective for fiscal years beginning after December
15, 1998. Adoption of SOP 98-5 is not expected to have a material impact on the
results of operations or financial position of CompuCredit.

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted in years
beginning after June 15, 1999. Adoption of Statement No. 133 is not expected to
have a material impact on the results of operations or financial position of
CompuCredit.

31
<PAGE>
BUSINESS

THE COMPANY

CompuCredit is a credit card company. CompuCredit uses analytical techniques
that it has developed and information provided by credit bureaus to identify
consumers who management believes are under-served by more traditional providers
of consumer credit. CompuCredit originates and purchases credit card receivables
and markets products and services to its clients for which it earns fees.
CompuCredit's current credit product is the Aspire Visa credit card, which
CompuCredit offers to its clients on an unsecured basis. There are currently
four types of Aspire Visa branded cards: Classic, Gold, Platinum and Aspire
Diamond. CompuCredit markets life insurance, card registration,
telecommunication products and services, memberships in preferred buying clubs,
travel services and debt waiver programs in the event of disability or
unemployment of the client.

HISTORY

CompuCredit was formed on August 14, 1996 by David G. Hanna, President, and
Richard W. Gilbert, Chief Operating Officer, after completing almost two years
of research and development in the area of consumer finance. Both Mr. Hanna and
Mr. Gilbert have extensive experience in the consumer credit and collections
industries. Mr. Hanna and Mr. Gilbert both held executive positions with
Nationwide Credit, Inc., a national third party collection agency, during the
1980's until its sale in 1990 to First Financial Management Corporation,
currently known as First Data Corporation. Mr. Hanna also founded Account
Portfolios L.P. in 1989 with Frank J. Hanna, III, his brother, who is a
principal shareholder of CompuCredit and will be a director of CompuCredit upon
closing of the offering. Account Portfolios was sold in 1995 to Outsourcing
Solutions, Inc., a company controlled by McCown, De Leeuw & Co., a private
venture capital firm. Before joining CompuCredit in 1996, Mr. Gilbert served
initially as Chief Operating Officer of Equifax Credit Information Services,
Inc.'s collection division and subsequently as General Manager of Strategic
Client Services for Equifax. Richard R. House, Jr., CompuCredit's Chief Credit
Officer, joined CompuCredit in April 1997 from Equifax. While at Equifax, Mr.
House served as Vice President for Equifax's Decision Solutions division, which
provided consulting and modeling services to many of the nation's largest credit
grantors. Collectively, CompuCredit's founders and executive officers have over
50 years of experience in various aspects of consumer finance.

THE CREDIT CARD INDUSTRY

At the end of November 1998, American consumers held an aggregate of $1.3
trillion of debt, exclusive of home mortgages. The Federal Reserve System
estimates that the size of the revolving credit market in the United States was
in excess of $550 billion as of November 1998. CompuCredit believes that the
purchasing convenience associated with unsecured credit cards has driven
increased usage of credit cards and has made them the preferred consumer credit
vehicle.

Historically, traditional banking organizations have enjoyed significant
advantages in consumer lending compared to non-bank providers of consumer loans.
However, a broadening access to capital, coupled with technological advances,
has diminished the advantage of banks relative to non-banks. Attractive
financing arrangements are now available through the issuance of credit card
asset-backed securities. Securitizations have enabled non-banks, such as
CompuCredit, to competitively fund receivables growth.

During the 1990's, large banks with highly focused credit card
organizations, as well as "monoline" banking organizations specializing in
credit card lending, have dominated the U.S. credit card market. CompuCredit
believes that the market's recent history suggests that future industry growth
and success will continue to be experienced primarily by highly focused
organizations that are adept at using information and technology to market and
price their credit products.

32
<PAGE>
Credit card issuers make credit cards available to their clients in a
variety of ways. Many issuers offer cards as a convenience to existing
clients--a strategy to create greater affinity and client loyalty. This is
generally the case with credit cards offered by department stores as well as
smaller banks and credit unions. To apply for this type of credit card the
consumer typically completes an application that is reviewed by the issuer for
approval. In contrast, the larger issuers who control the vast majority of the
market use mass mailing of credit card offers to consumers as the most
cost-effective means of achieving the growth rates they seek. Often this process
is accomplished by obtaining from one of the national credit bureaus a list of
names of individuals who meet the issuer's credit guidelines, which are usually
based on widely used credit underwriting practices in the industry.

CompuCredit expects that the key challenges for credit card issuers in the
near future will be (i) the management of credit quality, (ii) the management of
client attrition and retention and (iii) new account acquisition strategies.
CompuCredit anticipates that, as credit card issuers continue to use standard
risk assessment and target marketing tools, niches of under-served clients who
will actually perform better than their generic credit score indicates will
continue to develop. This will create opportunity for specialty issuers with the
information systems and expertise to market consumer credit products to these
client segments profitably.

COMPUCREDIT'S DATABASE SYSTEM

CompuCredit has developed a proprietary database management system which
supports all of the decision-making functions, including target marketing,
solicitation, application processing, account management and collections
activities. The database system is a comprehensive information warehouse that
maintains critical information regarding a client throughout the client's
relationship with CompuCredit. The system's purpose is to gather, store and
analyze the data necessary to facilitate CompuCredit's target marketing and risk
management decisions.

[The omitted graphical material includes five rectangular boxes arranged
vertically with a downward arrow from each. The boxes are labeled (in order):
Target Marketing, Solicitation, Application Processing, Account Management, and
Collections and Delinquency Management.]

33
<PAGE>
CompuCredit's database system captures combinations of client information
gathered in the target marketing and solicitation phases of the client
relationship and additional data gathered throughout the remainder of the
relationship, including client behavior patterns. By combining this information,
CompuCredit has established an analytical database linking static historical
data with actual client performance. The following is a partial listing of the
data elements maintained by CompuCredit's database system for each phase of the
client relationship:

[The omitted graphical material includes four boxes, each one referring to a
particular phase of the client relationship. The boxes include a partial listing
of data elements. The first box is titled Target Marketing and lists Credit
Bureau Data, Demographic Data, Previous Solicitation History, Target Marketing
Scores and Risk Scores. The second box is titled Solicitation and Application
Processing and lists Credit Bureau Data, Demographic Data, Original Pricing
Credit Line Offer and Potential Pricing/ Credit Line Offers. The third box is
titled Account Management and lists Payment History, Balance, Credit Line,
Revenue, Behavior Scores and Transaction Data. The last box is titled
Collections and Delinquency Management and lists Payment History, Previous
Collections Efforts, Balance, Credit Line and Credit Bureau Data.]

34
<PAGE>
CompuCredit's database system enables management to rapidly evaluate and
respond to changes in the risk profile of a client throughout the relationship.
The intranet interface--the internal computer network which allows management
access to the database--provides CompuCredit with timely and easy access to the
data.

[The omitted graphical representation illustrates the Company's use of its
database management system to process data gathered throughout the client
relationship and to provide CompuCredit management with critical information.
The figure consists of three rows of boxes. The first row includes five squares
labeled Target Marketing Data, Solicitation and Application Processing,
Fee-Based Product Marketing Data, Account Management Data and Collections Data,
with arrows from each box to and from the second row which contains one
rectangular box labeled Database Management System. The Database Management
System rectangular box has an arrow to and from the third row which has a
rectangular box labeled CompuCredit Management. An arrow pointing left to right
labeled Intranet Interface points to the arrow between the box titled Database
Management System and the box CompuCredit Management.]

The use of a single database system for all phases of the client
relationship enables CompuCredit to continuously refine and optimize target
marketing and portfolio management decisions on the basis of continuous
feedback. CompuCredit believes that this capability has been critical in
identifying under-served segments which CompuCredit anticipates will be
profitable and which have been overlooked by traditional providers of
credit-related products.

TARGET MARKETING SYSTEM

Since 1996, CompuCredit has worked with a national credit bureau to develop
proprietary risk evaluation systems using credit bureau data. Initially,
CompuCredit developed the systems using randomly selected historical data sets
of payment history on all types of consumer loans. Since March 1997, these
proprietary risk evaluation systems have included the specific behavior of
CompuCredit's clients. CompuCredit's systems enable it to segment clients into
narrower ranges within each FICO score range. This sub-segmentation is designed
to enable CompuCredit to avoid unacceptable credit risk and to price its
products more effectively.

35
<PAGE>
Within each FICO score range, CompuCredit evaluates every potential client
using numerous credit and marketing segmentation methods derived from a variety
of data sources. CompuCredit places potential clients into unique product
offering segments based upon combinations of factors reflecting its assessment
of credit risk, bankruptcy risk, supply of revolving credit, demand for
revolving credit and payment capacity. These product offering segments are
chosen to meet the following primary target marketing strategies:

- Marketing to those under-served client segments who have acceptable credit
and bankruptcy risk and who have the highest revenue potential within
those segments;

- Providing a variety of general-purpose credit cards to satisfy the
different financial needs of various segments of the under-served market;
and

- Providing a variety of fee-based ancillary products and services to
leverage CompuCredit's relationship with the under-served client.

CompuCredit focuses its marketing programs on those client segments which
have high revenue potential when compared to other segments and demonstrate
acceptable credit and bankruptcy risk. CompuCredit seeks to accomplish this by
establishing, for each client segment, the appropriate risk-based pricing level
that will maintain an acceptable response rate to CompuCredit's direct mail and
telemarketing campaigns. During 1997 and 1998, CompuCredit solicited more than
11.2 million potential clients and experienced a response rate that it believes
is significantly higher than the overall rate experienced by the credit card
industry. The key to CompuCredit's efforts is the use of its unique systems to
evaluate credit risk more effectively than the use of FICO scores alone.

Based on research it has conducted with a national credit bureau,
CompuCredit has determined that there are approximately 82 million consumers in
the United States that are under-served by consumer credit grantors. These are
consumers who CompuCredit believes are not being solicited with offers of credit
cards on a pre-selected basis as often as other consumers. These under-served
consumers are often served only by finance companies and retail store credit
card issuers, both of which offer far less consumer utility than a bankcard.
Using its proprietary scoring models, CompuCredit estimates that, at any given
time, approximately 20 to 25 million of these 82 million under-served consumers
present levels of credit risk acceptable for CompuCredit's credit card. Since
1996, CompuCredit has conducted periodic research that indicates that the
particular consumers included in the pool of potential clients changes over time
as an individual's credit characteristics change relative to CompuCredit's
criteria. CompuCredit believes that these consumers have a need for convenient
credit, are avoided by most issuers, will respond positively to an offer and
will repay satisfactorily. CompuCredit anticipates that by using its
sophisticated database system, it can apply advanced mathematical techniques to
the under-served market to identify profitable client segments and the
appropriate pricing strategies for each of these segments.

CompuCredit's client solicitation strategy is to test several differently
priced products against unique pools of potential clients with similar risk
characteristics. The results of direct mail and telemarketing campaigns and
follow-up mailings are continuously monitored and analyzed using CompuCredit's
proprietary database system.

CompuCredit offers its Classic, Gold, Platinum and Diamond cards in a
variety of product offerings varying by the amount of the credit line, the
interest rate and the annual fee:

<TABLE>
<CAPTION>
CHARACTERISTIC RANGE OF OFFERINGS
- ----------------------------------------------- ---------------------------------------------
<S> <C>
Initial Credit Line............................ $500 to $10,000
APR............................................ Prime + 7.40% to Prime + 21.75%
Annual Fee..................................... $0 to $100
</TABLE>

Product offerings for a particular client are determined by examining a
number of factors in the client's credit file, including CompuCredit's
assessment of credit risk, bankruptcy risk, supply of

36
<PAGE>
revolving credit, demand for revolving credit, payment criteria and revenue
potential, among other factors.

TARGET MARKETING IN PORTFOLIO ACQUISITIONS

CompuCredit anticipates increasing its receivables portfolio through the
aggressive use of its target marketing system to originate clients through
direct mail and telemarketing campaigns. CompuCredit expects that it will also
pursue growth through the opportunistic purchase of existing credit card
portfolios. CompuCredit uses the same analytical systems employed in its direct
mail and telemarketing campaigns to seek to purchase portfolios that are
primarily comprised of under-served clients. CompuCredit's strategy for its
purchased portfolios is to use its numerous credit and marketing segmentation
methods to select those accounts to which an Aspire credit card will be issued
and to use its proprietary account management systems to enhance the performance
of the portfolio and to market fee-based ancillary products and services to the
new clients. As with the account origination process, each client is evaluated
using numerous credit and marketing segmentation methods derived from a variety
of data sources. Clients are placed into unique product offering segments based
upon combinations of factors reflecting their credit risk, bankruptcy risk,
supply of revolving credit, demand for revolving credit and payment capacity.
CompuCredit has completed two portfolio acquisitions and expects that it will
regularly evaluate other potential portfolio acquisitions.

CompuCredit's unique target marketing system is intended to provide the same
competitive advantage when evaluating portfolios as when originating clients
through direct mail or telemarketing campaigns. CompuCredit believes that its
ability to evaluate credit risk within FICO score ranges enables it to more
accurately determine the portfolio's overall credit risk than many portfolio
sellers and many other companies that may bid on portfolio purchases. This risk
evaluation expertise is designed to enable CompuCredit to avoid portfolio
purchases in which the final purchase premium or discount does not accurately
reflect the credit risk of the portfolio. Conversely, CompuCredit may bid more
aggressively for portfolios in which the perceived credit risk, as reflected by
the FICO scores, is significantly higher than CompuCredit's forecast of credit
risk.

CompuCredit's target marketing system, which combines its proprietary risk
evaluation system with sophisticated techniques for estimating supply of
revolving credit, demand for revolving credit and bankruptcy risk, is designed
to provide CompuCredit with a competitive advantage in evaluating the potential
profitability of target clients, whether originated by CompuCredit or purchased.
CompuCredit continuously seeks to refine its target marketing system through the
development of new analytical segmentation tools and the evaluation of the
system's effectiveness on previous marketing campaigns and portfolio
acquisitions.

SOLICITATION

CompuCredit uses its target marketing strategies to identify potential
clients and to assess the type of product offering to be made to each potential
client. CompuCredit then uses either direct mail or telemarketing campaigns to
solicit each client. In each direct mail campaign conducted to date, CompuCredit
has experimented with several combinations of rates, fees and credit limits
directed at specific client segments in order to evaluate response rates and
further refine its pricing strategies within each client segment and for all
client segments as a group. Since its inception through December 31, 1998,
CompuCredit has solicited new accounts from approximately 11.2 million potential
clients using direct mail and telemarketing. CompuCredit has also resolicited a
limited number of those recipients of direct mail who did not respond to an
initial solicitation in order to utilize refined pricing strategies developed
following the evaluation of the results of earlier mailings. To date, all of
CompuCredit's offers have been pre-approved or pre-selected offers for an
unsecured Visa credit card and have not included any teaser-rate pricing. Third
party print production facilities produce its direct mail campaigns, and
CompuCredit contracts with third party telemarketing providers for its
telemarketing campaigns. Responses to both direct mail and telemarketing
campaigns are then

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forwarded to CompuCredit for application processing. The response data received
is also integrated into CompuCredit's database system for future analysis and
response modeling.

APPLICATION PROCESSING

CompuCredit contracts with third party providers for the data entry of
credit card applications resulting from its solicitations. Application coupons
mailed in by clients are keyed by the data entry provider into a
machine-readable format. CompuCredit also uses telemarketing vendors to input
application data for clients who respond to solicitations via the telephone.
Entered application data is electronically transmitted in batches to CompuCredit
for processing by its application processing system.

CompuCredit has developed flexible, proprietary methods of evaluating
applications using an application processing system that automates the
evaluation of client application data. The system utilizes pre-defined criteria
to review applicant-provided information and to compare the information to the
applicant's original solicitation data, as well as to data from an online credit
file that is automatically requested for each applicant. The system performs a
series of comparisons of identification information, such as name, address,
social security number, from the three data sources to verify that
client-supplied information is complete and accurate. Potentially fraudulent
applications are declined or held for further review.

The applicant's online credit file that is obtained after the receipt of his
or her response is further evaluated by the system to ensure that the applicant
still meets the creditworthiness criteria applied during the original prescreen
process. The same credit criteria, proprietary custom models and credit bureau
data items used during the initial prescreen selection process are recalculated
for each applicant. Applicants still meeting CompuCredit's creditworthiness
criteria are designated as "approvals" and assigned a final credit offer.

Statistics related to response rates and final offers and terms are captured
daily for all processed applications and are transferred to CompuCredit's
proprietary database for ongoing tracking and analysis.

FEE-BASED PRODUCTS AND SERVICES

CompuCredit offers fee-based products and services to its clients, including
life insurance, card registration, telecommunication products and services,
memberships in preferred buying clubs, travel services and debt waiver programs
in the event of disability or unemployment of the client. These fee-based
products and services are offered at various times during the client
relationship based on tailored marketing lists derived from CompuCredit's
database. CompuCredit currently markets all non-credit products and services
pursuant to joint marketing agreements with third parties and is continually
evaluating additional products it offers to its clients either directly or
through continued joint marketing efforts with third party providers of such
products and services. Profitability for fee-based products and services is
affected by the response rates to product solicitations, the volume and
frequency of the marketing programs, the commission rates received from the
product providers, the claim rates and claims servicing costs for certain
products and the operating expenses associated with the programs. Several of
CompuCredit's fee-based product relationships began in 1998, and these products
and services are expected to increase in the future as CompuCredit continues to
increase its credit card client base and introduce new products. Response rates
experienced to date indicate strong demand for these products and services among
CompuCredit's client base.

ACCOUNT AND PORTFOLIO MANAGEMENT

ONGOING ACCOUNT MANAGEMENT. CompuCredit's management strategy is to
aggressively manage account activity using behavioral scoring, credit file data
and its proprietary risk evaluation systems. These strategies include the active
management of transaction authorizations, account renewals, over-limit accounts
and credit line modifications. CompuCredit uses an adaptive control system to
translate

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its strategies into the account management processes. The system enables
CompuCredit to develop and test multiple strategies simultaneously, which allows
CompuCredit to continually refine its account management activities. CompuCredit
has incorporated its proprietary risk score into the control system, in addition
to standard behavior scores used widely in the industry, in order to better
segment, evaluate and properly manage the accounts. CompuCredit believes that by
combining external credit file data along with historical and current client
activity, it is able to better predict the true risk associated with current and
delinquent accounts.

CompuCredit monitors authorizations for all accounts. Client credit
availability is limited for transaction types which CompuCredit believes are
higher risks such as certain foreign transactions and cash advances. CompuCredit
manages credit lines to reward under-served clients who are performing well and
to mitigate losses from delinquent client segments. Accounts exhibiting
favorable credit characteristics are periodically reviewed for credit line
increases, and strategies are in place to aggressively reduce credit lines for
clients demonstrating indicators of increased credit or bankruptcy risk. Data
relating to account performance is captured and loaded into CompuCredit's
proprietary database for ongoing analysis. CompuCredit proactively adjusts
account management strategies as necessary, based on the results of such
analyses. Additionally, CompuCredit uses industry-standard fraud detection
software to manage the portfolio. CompuCredit routes accounts to manual work
queues, and suspends charging privileges if the transaction-based fraud models
indicate a high probability of fraudulent card use.

CLIENT ADVISORY SERVICES. CompuCredit has implemented an advisory program
to assist its clients in understanding the prudent use of general-purpose credit
cards. CompuCredit uses its proprietary systems to identify clients who are not
delinquent but are exhibiting credit behavior likely to result in delinquency in
the future. CompuCredit assigns these accounts to its credit advisors who
actively review all account activity and, if necessary, contact the client via
letter or telephone. Actions taken by CompuCredit may include client-friendly
advice concerning the prudent use of credit, temporary or permanent reduction in
credit line availability, review of the client's full credit report, debts and
income, and establishing repayment terms to assist the client in avoiding
becoming over-extended.

Management believes that this client advisory strategy is not widely
practiced in the credit card industry. CompuCredit's advisory program allows
CompuCredit to enhance its relationship with its clients by providing valuable
and meaningful assistance while simultaneously contributing to prudent risk
management strategies to reduce bad debt losses.

OUTSOURCING. Certain account management functions--including card
embossing/mailing, fraud detection/investigation, cycle billing/payment
processing and transaction processing/authorization--are outsourced to Columbus
Bank and Trust and Total Systems. In January 1997, CompuCredit entered into an
Affinity Card Agreement with Columbus Bank and Trust, a subsidiary of Synovus
Financial Corporation, that provides for the issuance of Aspire credit cards and
the performance of the outsourced functions noted above. CompuCredit has filed
an application to organize a state-chartered
"credit card" bank under the laws of the State of Georgia which, if organized,
will become the issuer of the Aspire credit card. CompuCredit expects that the
ability to issue its own credit cards will provide additional flexibility and
enable it to reduce its dependency on third-party service providers. However,
CompuCredit intends to continue to outsource certain functions to Columbus Bank
and Trust and its affiliate, Total Systems, and has recently renewed its
agreement with Columbus Bank and Trust which provides for the servicing of the
Aspire accounts in substantially the same manner in which these services are
currently being performed.

COLLECTIONS AND DELINQUENCY MANAGEMENT

Management considers its prior experience in successfully operating
professional collection agencies, coupled with its proprietary systems, to be a
significant competitive advantage in minimizing delinquencies, bad debt losses
and operating expenses associated with the collection process.

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CompuCredit uses its systems to develop custom collection models that rank-order
accounts based on collectability and level of risk. CompuCredit analyzes the
output from these models to identify the collection activity most likely to
result in curing the delinquency cost-effectively rather than treating all
accounts the same based on the mere passage of time, as CompuCredit believes
most creditors do.

As in all aspects of its risk management strategies, CompuCredit routinely
tests alternative strategies and compares the results with existing collection
strategies. Results are measured based on delinquency rates, expected losses and
costs to collect. Existing strategies are then adjusted as suggested by these
results. Management believes that maintaining the ongoing discipline of testing,
measuring and adjusting collection strategies will result in minimized bad debt
losses and operating expenses. CompuCredit believes this approach differs
significantly from the approach taken by the vast majority of credit grantors
that implement collection strategies based on commonly accepted peer group
practices.

CompuCredit opened a new 12,000 square foot collection facility in Atlanta,
Georgia in June 1998 which operates from 8:00 a.m. until 9:00 p.m. Monday
through Friday and from 8:00 a.m. until 4:30 p.m. on Saturday. CompuCredit has a
full-time staff with an average experience of over ten years in collections.
Management has instituted collector incentive compensation plans similar to
those it successfully employed in its prior experience operating professional
collection agencies. In addition to its full-time staff, CompuCredit outsources
some of its collection activities. CompuCredit continuously monitors the
performance of its third party providers against that of its staff to determine
which is more effective.

SECURITIZATIONS

CompuCredit finances the increase of its credit card receivables primarily
through securitizations. As CompuCredit generates or acquires credit card
receivables, it securitizes the receivables through its master trust or through
special purpose entities to third parties. CompuCredit's current securitization
structures typically provide for the daily securitization of all new credit card
receivables arising under the securitized accounts. The receivables that are
sold through securitization are removed from CompuCredit's balance sheet for
financial reporting purposes. Following a sale, CompuCredit receives cash flows
which represent the finance charges and past due fees in excess of the sum of
the return paid to investors, servicing fees, credit losses and required
amortization payments. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Credit Card Securitizations" and
"--Liquidity, Funding and Capital Resources."

CONSUMER AND DEBTOR PROTECTION LAWS AND REGULATIONS

CompuCredit's business is regulated under several federal and state consumer
protection and other laws, rules and regulations, including the federal
Truth-In-Lending Act, the federal Equal Credit Opportunity Act, the federal Fair
Credit Reporting Act, the federal Fair Debt Collection Practices Act and the
federal Telemarketing and Consumer Fraud and Abuse Prevention Act. These
statutes, among other things, impose certain disclosure requirements when a
consumer credit loan is advertised, when the account is opened and when monthly
billing statements are sent. In addition, these statutes limit the liability of
credit cardholders for unauthorized use, prohibit certain discriminatory
practices in extending credit and impose certain limitations on the types of
charges that may be assessed and the use of consumer credit reports.

Changes in any of these laws or regulations, or in their interpretation or
application, could significantly harm CompuCredit's business. Various proposals
which could affect CompuCredit's business have been introduced in Congress in
recent years, including, among others, proposals relating to imposing a
statutory cap on credit card interest rates, substantially revising the laws
governing consumer bankruptcy, limiting the use of social security numbers,
permitting affiliations between banks and commercial, insurance or securities
firms, and other regulatory restructuring proposals. There have also been
proposals in state legislatures in recent years to restrict telemarketing
activities, impose

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statutory caps on consumer interest rates, limit the use of social security
numbers and expand consumer protection laws. It is impossible to determine
whether any of these proposals will become law and, if so, what impact they will
have on CompuCredit.

Although CompuCredit believes that it and Columbus Bank and Trust are
currently in compliance with applicable statutes and regulations, there can be
no assurance that CompuCredit or Columbus Bank and Trust will be able to
maintain such compliance. The failure to comply with applicable statutes or
regulations could significantly harm CompuCredit's results of operations or
financial condition. In addition, due to the consumer-oriented nature of the
credit card industry, there is a risk that CompuCredit or other industry
participants may be named as defendants in litigation involving alleged
violations of federal and state laws and regulations, including consumer
protection laws, and consumer law torts, including fraud. Although CompuCredit
currently is not involved in any material litigation, a significant judgment
against it or within the industry in connection with any such litigation could
have a material adverse effect on CompuCredit's results of operations or
financial condition.

The National Bank Act of 1864 authorizes national banks to charge clients
interest at the rates allowed by the laws of the state in which the bank is
located, regardless of any inconsistent law of the state in which the bank's
clients are located. A similar right is granted to state institutions such as
Columbus Bank and Trust in the Depository Institutions Deregulation and Monetary
Control Act of 1980. In 1996, the United States Supreme Court held that late
payment fees are "interest" and therefore can be "exported" under the National
Bank Act, deferring to the Comptroller of the Currency's interpretation that
interest includes late payment fees, insufficient funds fees, over-limit fees
and certain other fees and charges associated with credit card accounts. This
decision does not directly apply to state institutions such as Columbus Bank and
Trust. Although several courts have upheld the ability of state institutions to
export certain types of fees, a number of lawsuits have been filed alleging that
the laws of certain states prohibit the imposition of late fees. If the courts
do not follow existing precedents, Columbus Bank and Trust's ability to impose
certain fees could be adversely affected, which could significantly harm
CompuCredit's results of operations or financial condition.

CompuCredit does not currently own a bank. However, CompuCredit has filed an
application to organize a state-chartered "credit card bank" under the laws of
the State of Georgia. Once organized, CompuCredit expects this bank to become
the issuer of CompuCredit's Aspire credit card. If CompuCredit completes that
process, this bank will be subject to the various state and federal regulations
generally applicable to such institutions, including restrictions on the ability
of the bank to pay dividends to CompuCredit.

COMPETITION

CompuCredit faces intense and increasing competition from other consumer
lenders. In particular, CompuCredit's credit card business competes with
national, regional and local bank card issuers, and with other general-purpose
credit card issuers, including American Express, Discover and issuers of Visa
and MasterCard. CompuCredit also competes, to a lesser extent, with retail
credit card issuers, such as department stores and oil companies, and other
providers of unsecured credit. Large credit card issuers may compete with
CompuCredit for clients by offering lower interest rates and fees. In addition,
new issuers have entered the market in recent years. Many of these competitors
are substantially larger than CompuCredit and have greater financial resources.
Clients choose credit card issuers largely on the basis of price, including
interest rates and fees, credit limit and other product features. For this
reason, client loyalty is often limited. CompuCredit may lose entire accounts,
or may lose account balances, to competing credit card issuers.

CompuCredit's competitors are continually introducing new tactics to attract
clients and increase their market share. The most heavily-used techniques are
advertising, target marketing, balance transfers, price competition, incentive
programs and using the name of a sports team or a professional association on
their credit cards, or "co-branding." In response to competition, some issuers
of credit cards have lowered interest rates and offered incentives to retain
existing clients and attract new ones.

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These competitive practices, as well as competition that may develop in the
future, could harm CompuCredit's ability to obtain clients and maintain its
profitability.

PROPERTIES

CompuCredit's principal executive offices, comprising approximately 6,000
square feet, and its operations center, comprising approximately 12,000 square
feet, are located in leased premises in Atlanta, Georgia. CompuCredit believes
that its facilities are suitable to its businesses and that it will be able to
lease or purchase additional facilities as its needs require.

EMPLOYEES

As of December 31, 1998, CompuCredit had 95 employees, all of whom are
located in Georgia. No collective bargaining agreement exists for any of its
employees. CompuCredit considers its relations with its employees to be good.

TRADEMARKS

Aspire is a registered trademark of CompuCredit. CompuCredit, Aspire
Diamond, Diamond Select and Aspire Diamond Select are trademarks of CompuCredit,
and applications to register these trademarks are pending. CompuCredit considers
these trademarks to be readily identifiable with, and valuable to, its business.
This prospectus also contains trade names and trademarks of other companies that
are the property of their respective owners.

PROPRIETARY RIGHTS AND LICENSES

CompuCredit regards its database management system and its customer
selection and risk evaluation criteria as confidential and proprietary.
CompuCredit initially developed its pre-screen customer selection criteria under
a contract with a national credit bureau; however, CompuCredit owns all
intellectual property rights in the resulting model. CompuCredit's database
management system has been developed by a third party developer under a contract
pursuant to which CompuCredit holds an exclusive, perpetual license to use,
copy, execute, display and reproduce the software constituting CompuCredit's
database management system. The third party developer owns this software,
subject to CompuCredit's license. The third party developer also has granted to
CompuCredit a nonexclusive license to use, copy or display for internal use a
system that automates the evaluation of client application data, which, among
other things, provides CompuCredit with real-time access to credit information
concerning its target market and its customers. The third party developer
continues to provide substantially all of the computer software design and
implementation services required by CompuCredit in the continuing refinement and
use of its computer software systems. The third party developer has granted to
CompuCredit a right of first refusal during the term of the agreement in the
event the developer wishes to sell or otherwise transfer any of its ownership
rights in certain of the software it licenses to CompuCredit. In addition,
CompuCredit has the right to acquire the entity that owns the database
management system software for a purchase price of $2.4 million at any time
beginning September 23, 2000 and ending 12 months after the termination of the
agreement with the third party developer. The initial term of this agreement,
which is subject to extension or early termination under certain circumstances,
expires on September 23, 2000.

LEGAL PROCEEDINGS

Management believes CompuCredit is not a party to any legal proceeding
reasonably likely to have a material adverse effect on CompuCredit's financial
position or results of operations.

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MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The executive officers and directors of CompuCredit, including persons who
will become directors upon the closing of the offering, as well as certain key
employees, and their ages as of January 31, 1999, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
David G. Hanna....................................... 34 President and Chairman of the Board
Richard W. Gilbert................................... 44 Chief Operating Officer and Director
Brett M. Samsky...................................... 34 Chief Financial Officer
Ashley L. Johnson.................................... 30 Controller
Richard R. House, Jr................................. 35 Chief Credit Officer
Rohit H. Kirpalani................................... 38 General Counsel
Andrew A. Yates...................................... 35 Director of Risk Management
Christopher J. Rief.................................. 31 Director of Operations
Frank J. Hanna, III.................................. 36 Director
Richard E. Huddleston................................ 54 Director
Gail Coutcher Hughes................................. 49 Director
James P. Kelly, III.................................. 42 Director
Mack F. Mattingly.................................... 68 Director
</TABLE>

DAVID G. HANNA, President and Chairman of the Board. Mr. Hanna has been the
President of CompuCredit since its inception in 1996 and the sole director since
CompuCredit's merger into a corporation in August 1997. Mr. Hanna will become
Chairman of the Board upon consummation of the offering. Mr. Hanna has been in
the credit industry for over ten years. Since 1992, Mr. Hanna has served as
President and a director of HBR Capital, Ltd., an investment management company.
In 1989, prior to forming CompuCredit, Mr. Hanna co-founded and served as
President of Account Portfolios, a purchaser and manager of portfolios of
non-performing loans and accounts receivable. Until Account Portfolios was sold
in 1995, it utilized proprietary scoring models to analyze portfolio
acquisitions as well as the portfolios that Account Portfolios had purchased on
an ongoing basis. From 1988 to 1992, he was President of the Government Division
of Nationwide Credit where he managed and directed division operations,
planning, strategy and sales, including collection performance, adherence to
contractual requirements and government marketing. He served as Commercial Loan
Officer at Citizens & Southern National Bank prior to joining Nationwide Credit.
Mr. Hanna has a BBA in Finance from the University of Georgia. Mr. Hanna is also
a director of Outsourcing Solutions Inc. Mr. Hanna is the brother of Frank J.
Hanna, III, who will become a director upon consummation of the offering.

RICHARD W. GILBERT, Chief Operating Officer and Director. Mr. Gilbert has
been the Chief Operating Officer of CompuCredit since its inception in 1996 and
will become a director upon consummation of the offering. Mr. Gilbert has over
21 years' experience in the consumer credit industry. From 1990 until 1995, he
was employed by Equifax initially as Chief Operating Officer of its collection
division and subsequently as General Manager of Strategic Client Services. From
1995 until 1997, Mr. Gilbert was employed by HBR Capital, an investment
management company, as Chief Operating Officer of The American Education Fund,
L.P. From 1979 until Nationwide Credit was sold in 1990, Mr. Gilbert served in
various positions, including as Vice President of Operations, Vice President of
Development and Vice President of Marketing and as President of Financial Health
Services, a division of Nationwide Credit. Mr. Gilbert earned his J.D. degree,
CUM LAUDE, from John Marshall Law School in 1978 and completed his undergraduate
work at Berry College. He is a member of the Georgia Bar Association.

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BRETT M. SAMSKY, Chief Financial Officer. Mr. Samsky has been the Chief
Financial Officer of CompuCredit since its inception in 1996. Mr. Samsky has
over five years' experience in the credit industry. From November 1992 to the
present, Mr. Samsky has served as Chief Financial Officer of HBR Capital, an
investment management company. Mr. Samsky was Chief Financial Officer of Account
Portfolios, a purchaser and manager of portfolios of non-performing loans and
accounts receivable, from 1992 until its sale in 1995. Prior to joining Account
Portfolios, Mr. Samsky served as a senior accountant at Deloitte & Touche during
1986 and from 1988 to 1990. Mr. Samsky graduated MAGNA CUM LAUDE with high
honors, earning a BBA and MAcc in Accounting from the University of Georgia. Mr.
Samsky also attended the University of Georgia Law School from 1990 to 1992 and
is a licensed Certified Public Accountant in the State of Georgia.

ASHLEY L. JOHNSON, Controller. Ms. Johnson has been the Controller of
CompuCredit since its inception in 1996 and has over five years of experience in
the credit industry. From May 1993 to the present, Ms. Johnson has served as
Controller of HBR Capital, an investment management company. From 1993 until its
sale in 1995, Ms. Johnson was the Controller for Account Portfolios, a purchaser
and manager of portfolios of non-performing loans and accounts receivable. Prior
to joining Account Portfolios, Ms. Johnson was a senior accountant at Deloitte &
Touche from 1989 to 1993. Ms. Johnson graduated MAGNA CUM LAUDE from Clemson
University with a BS in Accounting and is a licensed Certified Public Accountant
in the State of Georgia.

RICHARD R. HOUSE, JR., Chief Credit Officer. Mr. House joined CompuCredit in
April 1997. Mr. House has over 12 years' experience in the consumer credit
industry. From 1993 until 1997, Mr. House managed and directed Equifax's
Decision Solutions division, Equifax's quantitative analysis and modeling group.
Prior to joining Equifax in 1991, he was employed by the JC Penney Company,
where he held various positions in credit operations and credit policy. Mr.
House earned a BA in Economics from the Georgia Institute of Technology and an
MA in Economics from Southern Methodist University.

ROHIT H. KIRPALANI, General Counsel. Mr. Kirpalani joined CompuCredit in
September 1998. From 1995 to 1998, Mr. Kirpalani was an associate with Orrick,
Herrington & Sutcliffe LLP. Prior to joining Orrick, Herrington & Sutcliffe LLP,
he was an associate with Milbank, Tweed, Hadley & McCloy. Mr. Kirpalani earned
his J.D. degree, CUM LAUDE, from Georgetown University and graduated from
Rutgers University with a BS in economics.

ANDREW A. YATES, Director of Risk Management. Mr. Yates joined CompuCredit
in April 1997. Mr. Yates has over 10 years of consumer credit experience. From
1995 to 1997, Mr. Yates served as a Senior Consultant for Equifax's Decision
Solutions division, Equifax's quantitative analysis and modeling group. Prior to
joining Equifax, Mr. Yates worked for JC Penney Company as a credit risk manager
from 1987 to 1994. Mr. Yates received a BS in Finance from the University of
Florida.

CHRISTOPHER J. RIEF, Director of Operations. Mr. Rief joined CompuCredit in
May 1998. Mr. Rief has over eight years' experience in the credit industry. From
1995 to 1998, Mr. Rief was the Director of Client Service for First Data
Corporation's BankCard Program Services division. Prior to joining First Data
Corporation, he worked in the BankCard Center of Southtrust Bank of Alabama from
1990 to 1995. Mr. Rief graduated from Huntingdon College with a BA in
Management.

FRANK J. HANNA, III, Director. Mr. Hanna will become a director upon
consummation of the offering. Since 1992, Mr. Hanna has served as Chief
Executive Officer of HBR Capital, an investment management company. In 1989, Mr.
Hanna co-founded and served as Chief Executive Officer of Account Portfolios, a
purchaser and manager of portfolios of non-performing loans and accounts
receivable. From 1988 to 1990, Mr. Hanna was Group Vice President, Finance and
Administration for Nationwide Credit. Prior to joining Nationwide Credit, Mr.
Hanna practiced corporate law in Atlanta. Mr. Hanna earned his J.D. degree, CUM
LAUDE, and a BBA in Finance as a first honor graduate from the University of
Georgia. Mr. Hanna is also a director of Cerulean Companies, Inc. and
Outsourcing

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Solutions Inc. Mr. Hanna is the brother of David G. Hanna, the President and
Chairman of the Board of CompuCredit.

RICHARD E. HUDDLESTON, Director. Mr. Huddleston will become a director upon
consummation of the offering. From March 1998 to December 1998, Mr. Huddleston
served as Vice President of Sales for Financial Services for APAC Teleservices,
Inc. From October 1997 to present, he has worked as an independent consultant.
From December 1989 to April 1997, Mr. Huddleston served as Executive Vice
President and director of Prudential Bank and Trust and as Vice President and
director of Prudential Savings Bank and remained with such companies until
October 1997. Mr. Huddleston graduated from the University of Virginia McIntire
School of Commerce and Retail Banking in 1978.

GAIL COUTCHER HUGHES, Director. Ms. Coutcher Hughes will become a director
upon consummation of the offering. Ms. Coutcher Hughes co-founded in February
1996 and serves as President of the Hughes Group, Ltd., an executive search
firm. From 1980 to January 1996, Ms. Coutcher Hughes was employed by Source
Finance, a national placement firm specializing in the placement of financial
and accounting professionals, where she served as Managing Partner of its
Atlanta office. Ms. Coutcher Hughes graduated from the University of Georgia in
1971 with a BBA in Accounting and is a licensed Certified Public Accountant in
the State of Georgia.

JAMES P. KELLY, III, Director. Mr. Kelly will become a director upon
consummation of the offering. Since 1990, Mr. Kelly has been the owner of James
P. Kelly, III, P.C., a tax, corporate and education law firm. In 1991, Mr. Kelly
founded the Georgia Community Foundation, Inc. and currently serves as its
Executive Director and General Counsel. Mr. Kelly has a J.D. from the University
of Georgia, an MA of Taxation from Georgia State University and a BBA degree in
Management from the University of Georgia.

MACK F. MATTINGLY, Director. Senator Mattingly will become a director upon
consummation of the offering. Senator Mattingly is currently a self-employed
entrepreneur, speaker and author. From 1992 until March 1993, he served as
United States Ambassador to the Republic of Seychelles. From 1987 to 1990,
Senator Mattingly served as the Assistant Secretary General for Defense Support
at NATO Headquarters in Belgium. In 1981, he was elected to the United States
Senate from the State of Georgia, where he served until 1987.

BOARD COMMITTEES

AUDIT COMMITTEE. Immediately following the closing of the offering, the
Board of Directors will establish an audit committee. A majority of the members
of the Audit Committee will be non-employee directors. The Audit Committee,
among other things, will make recommendations to the Board of Directors
concerning the engagement of independent public accountants, monitor and review
the quality and activities of CompuCredit's internal audit function and those of
its independent auditors, and monitor the adequacy of CompuCredit's operating
and internal controls as reported by management and the independent or internal
auditors. The members of the Audit Committee will be Frank J. Hanna, III, Gail
Coutcher Hughes and James P. Kelly, III.

COMPENSATION COMMITTEE. As soon as practicable after the closing of the
offering, the Board of Directors will establish a compensation committee. The
Compensation Committee, among other things, will review salaries, benefits and
other compensation of directors, officers and other employees of CompuCredit and
make recommendations to the Board of Directors concerning such matters. The
members of the Compensation Committee will be David G. Hanna, Richard E.
Huddleston and Mack F. Mattingly.

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DIRECTOR COMPENSATION

Members of the Board of Directors who are not employees of CompuCredit or
holders of 5% or more of the common stock will receive options to purchase 5,000
shares of common stock upon initially joining the Board of Directors.
CompuCredit intends to pay these non-employee directors a fee of $2,500 for each
board or committee meeting attended. These non-employee directors will also be
eligible to participate in the 1998 Stock Option Plan. All directors will be
reimbursed for expenses incurred to attend the meetings of the Board of
Directors or committees thereof.

CompuCredit does not currently intend to provide employee directors with any
additional compensation, including grants of stock options, for their service on
the Board of Directors, except for reasonable out-of-pocket expenses incurred in
connection with their attendance at board meetings.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual
compensation earned by CompuCredit's President and CompuCredit's other executive
officers whose annual salary and bonus during the 1998 fiscal year exceeded
$100,000. CompuCredit believes that the annual compensation of its executive
officers, including its President, Chief Operating Officer, Chief Credit
Officer, Chief Financial Officer and Controller, is below market as compared to
CompuCredit's competitors. These executive officers also have not received any
bonuses or stock options and will not be granted stock options in connection
with the offering. This approach to compensation, combined with the executive
officers' existing stock ownership, is intended to provide an incentive for
these executive officers to focus on the appreciation of the value of the common
stock. For each executive officer's existing stock ownership, see "Principal
Shareholders."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------------
<S> <C> <C> <C> <C>
FISCAL OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ------------------------------------------------------------------------ ----------- --------- --------- ---------------
David G. Hanna, President............................................... 1998 $ 25,000(1) $ -- $ --
1997 50,000(2) -- --
Richard W. Gilbert, Chief Operating Officer............................. 1998 175,000 -- --
1997 175,000(2) -- --
Richard R. House, Jr., Chief Credit Officer............................. 1998 187,880 -- --
1997 108,615(3) -- --
</TABLE>

- ------------------------

(1) Reflects compensation for the period from July 1, 1998, when Mr. Hanna began
receiving compensation, through December 31, 1998.

(2) All of the compensation disclosed for Mr. Hanna was paid by HBR Capital and
was reimbursed by CompuCredit as part of a fee paid to HBR Capital for
management and accounting services provided to CompuCredit in 1997. Of the
amount disclosed for Mr. Gilbert, $51,041 was paid by HBR Capital and
reimbursed by CompuCredit pursuant to the same arrangement, and the balance
was paid by CompuCredit.

(3) Reflects compensation for the period from April 21, 1997, when Mr. House
joined CompuCredit, through December 31, 1997.

EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS

CompuCredit has entered into Employment Agreements with each of its
executive officers. Each agreement provides for the payment of an annual salary
and requires the employee to devote substantially all of his or her business
efforts toward performing the services delegated to him or her by CompuCredit's
Chief Executive Officer, which must constitute no less than 40 hours per week of
work for CompuCredit or any of its subsidiaries. Each agreement is for a one
year initial term beginning on January 1, 1999. Each agreement includes
provisions protecting the confidentiality of CompuCredit's

46
<PAGE>
proprietary information, transferring and assigning to CompuCredit specified
employee work product, and prohibiting the employee from competing with
CompuCredit in certain specified manners during a period of one year after the
termination of the employee's employment with CompuCredit.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

CompuCredit does not currently have a Compensation Committee. David G. Hanna
was responsible for determining the compensation of executive officers during
fiscal year 1997 and 1998. None of the executive officers of CompuCredit has
served on the Board of Directors or the compensation committee of any entity
that had officers who served on CompuCredit's Board of Directors.

1998 STOCK OPTION PLAN

Pursuant to its 1998 Stock Option Plan, CompuCredit is authorized to grant
options to purchase up to 1,200,000 shares of the common stock. Under the 1998
Stock Option Plan, CompuCredit has the authority to grant nonqualified stock
options. CompuCredit will receive no consideration for stock options granted
under the 1998 Stock Option Plan.

MAJOR PROVISIONS OF THE 1998 STOCK OPTION PLAN. The following summary of
the 1998 Stock Option Plan outlined below is qualified in its entirety by
reference to the full text of the 1998 Stock Option Plan, which is filed as an
exhibit to the Registration Statement of which this prospectus is a part. The
major provisions of the 1998 Stock Option Plan are as follows:

PURPOSE. The purpose of the 1998 Stock Option Plan is to maximize the
long-term success of the Company, to ensure a balanced emphasis on both current
and long-term performance, to enhance participants' identification with
shareholders' interests and to facilitate the attraction and retention of key
individuals with outstanding abilities.

ADMINISTRATION. Through the date of this prospectus, the 1998 Stock
Option Plan has been administered by the Board of Directors. Upon the
consummation of the offering, CompuCredit anticipates that its Board of
Directors will designate the Compensation Committee to administer the 1998 Stock
Option Plan. References in this discussion of the 1998 Stock Option Plan to the
Compensation Committee shall be deemed to include the Board of Directors, until
it designates the Compensation Committee to administer the Plan, and the
Compensation Committee or any other committee or person whom the Board of
Directors designates to administer the 1998 Stock Option Plan.

ELIGIBILITY. The persons who are eligible to receive awards pursuant to
the 1998 Stock Option Plan are members of the Board of Directors, employees,
consultants and advisors of CompuCredit and its affiliates who have made or have
the capability of making a substantial contribution to the success of
CompuCredit, as the Compensation Committee selects from time to time.
CompuCredit estimates that at the present time all of its employees are eligible
to participate in the 1998 Stock Option Plan. In addition, each of its four
directors after the offering who are not employees of CompuCredit, officers of
CompuCredit or holders of 5% or more of the common stock will be eligible to
participate in the 1998 Stock Option Plan.

OPTION PRICE. The Compensation Committee determines the exercise price
per share of the options, which may be less than, equal to or greater than the
Fair Market Value, as defined in the 1998 Stock Option Plan, of a share of
common stock on the date the option is granted.

TIME AND MANNER OF EXERCISE. Options may be exercised in whole at any
time, or in part from time to time with respect to whole shares only, within the
period permitted for exercise and shall be exercised by written notice to
CompuCredit. Payment for shares of common stock purchased upon

47
<PAGE>
exercise of an option shall be made in cash or in such other form as the
Compensation Committee may specify in the applicable option agreement. In
addition to the payment of the option price, the participant shall pay to
CompuCredit in cash or in common stock the amount CompuCredit is required to
withhold or pay under federal or state law with respect to the exercise of the
option or, in the alternative, the number of shares delivered by CompuCredit
under exercise of the option shall be appropriately reduced to reimburse
CompuCredit for such payment.

AMENDMENT OR TERMINATION OF THE 1998 STOCK OPTION PLAN. The Board of
Directors may terminate and in any respect amend or modify the 1998 Stock Option
Plan. Except as otherwise provided in the 1998 Stock Option Plan, no amendment,
modification or termination of the 1998 Stock Option Plan shall in any manner
adversely affect the rights of any participant under the 1998 Stock Option Plan
without the consent of such participant.

FEDERAL INCOME TAX CONSEQUENCES OF THE 1998 STOCK OPTION PLAN. An
optionee generally recognizes no taxable income as the result of the grant of
any non-qualified stock option, assuming that the option does not have a readily
ascertainable fair market value at the time it is granted, which is usually the
case with plans of this type. Upon exercise of a non-qualified stock option, an
optionee will normally recognize ordinary compensation income for federal tax
purposes equal to the excess, if any, of the then fair market value of the
shares over the exercise price. Optionees who are employees will be subject to
withholding with respect to income recognized upon exercise of a non-qualified
stock option.

CompuCredit will be entitled to a tax deduction to the extent and in the
year that ordinary income is recognized by the exercising optionee, so long as
the optionee's total compensation is deemed reasonable in amount.

Upon a sale of shares acquired pursuant to the exercise of a non-qualified
stock option, any difference between the sales price and the fair market value
of the shares on the date of exercise will be treated as capital gain or loss
and will qualify for long-term capital gain or loss treatment if the shares have
been held for more than 12 months.

48
<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of CompuCredit's common stock upon closing of the offering. The
information is provided with respect to (i) each person who is known by
CompuCredit to own beneficially more than 5% of the outstanding shares of common
stock, (ii) each director of CompuCredit and each person who will become a
director upon consummation of the offering, (iii) each executive officer, and
(iv) all of the directors, including persons who will become directors upon
closing of the offering and executive officers of CompuCredit as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock subject to options,
warrants or other rights to purchase which are currently exercisable or are
exercisable within 60 days after the completion of the offering are deemed
outstanding for purposes of computing the percentage ownership of the persons
holding such options, warrants or other rights, but are not deemed outstanding
for purposes of computing the percentage ownership of any other person. Unless
otherwise indicated, each person possesses sole voting and investment power with
respect to the shares identified as beneficially owned. An asterisk indicates
beneficial ownership of less than 1% of the common stock outstanding.

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF CLASS
- ------------------------------------------------------------------------ ---------------------- -----------------
<S> <C> <C>
Bravo Trust One (1)(2).................................................. 7,132,370 18.18%
Bravo Trust Two (1)(3).................................................. 7,132,370 18.18
Frank J. Hanna, III (1)(4).............................................. 13,709,058 34.95
David G. Hanna (1)(5)................................................... 13,709,058 34.95
Richard W. Gilbert (1).................................................. 2,971,600 7.58
Brett M. Samsky......................................................... 1,488,559 3.79
Richard R. House, Jr.................................................... 608,000 1.55
Ashley L. Johnson....................................................... 76,000 *
Richard E. Huddleston................................................... -- *
Gail Coutcher Hughes.................................................... -- *
James P. Kelly, III..................................................... -- *
Mack F. Mattingly....................................................... -- *
Directors and executive officers as a group (10 persons)................ 32,239,870 82.19
</TABLE>

- ------------------------

(1) The address of the indicated holders is c/o CompuCredit Corporation, Two
Ravinia Drive, Suite 1750, Atlanta, Georgia 30346.

(2) Frank J. Hanna, III serves as sole trustee of the trust, whose beneficiaries
are members of Frank J. Hanna, III's immediate family.

(3) David G. Hanna serves as sole trustee of the trust, whose beneficiaries are
members of David G. Hanna's immediate family.

(4) Includes 7,132,370 shares of common stock held by Bravo Trust One. Includes
322,405 shares of common stock held by CompuCredit Management Corp., of
which Frank J. Hanna, III is a 50% owner.

(5) Includes 7,132,370 shares of common stock held by Bravo Trust Two. Includes
322,405 shares of common stock held by CompuCredit Management Corp., of
which David G. Hanna is a 50% owner.

49
<PAGE>
CERTAIN TRANSACTIONS

Under a stockholders agreement that CompuCredit has entered into with its
existing stockholders, (i) if one or more of the shareholders accepts a BONA
FIDE offer from a third party to purchase more than 50% of the outstanding
common stock, each of the other shareholders may elect to sell their shares to
the purchaser on the same terms and conditions, and (ii) if shareholders owning
more than 50% of the common stock propose to transfer all of their shares to a
third party, then such transferring shareholders may require the other
shareholders to sell all of the shares owned by them to the proposed transferee
on the same terms and conditions. Atlantic Equity Corporation, an affiliate of
NationsBanc Montgomery Securities LLC, a member of the underwriting group, has
certain registration rights under the stockholders agreement. The stockholders
agreement also provides certain preemptive rights to Atlantic Equity Corporation
and restrictions on the transfer of shares, each of which will terminate upon
the consummation of the offering. In addition, the stockholders agreement
provides that Frank J. Hanna, III and David G. Hanna, or any of their
affiliates, may not be issued additional shares of common stock without the
prior written consent of the holders of 90% of the common stock.

CompuCredit anticipates that the existing stockholders agreement will be
terminated by agreement of the parties immediately prior to the closing of the
offering and that CompuCredit will enter into a registration rights agreement
with Atlantic Equity Corporation and a new stockholders agreement with certain
of its stockholders. CompuCredit anticipates that the registration rights
agreement with Atlantic Equity Corporation will provide Atlantic Equity
Corporation with the same registration rights as it has under the existing
stockholders agreement. Compucredit anticipates that the shareholders who will
be party to the new stockholders agreement will include David G. Hanna, a trust
of which David G. Hanna is the sole trustee, Frank J. Hanna, III, a trust of
which Frank J. Hanna, III is the sole trustee, Richard R. House, Jr. and Richard
W. Gilbert. CompuCredit expects the new stockholders agreement to provide for
substantially the same "tag-along" and "bring-along" rights as are summarized in
the first sentence of the description of the existing stockholders agreement
above.

At the same time as the closing of the offering, shares of CompuCredit's
preferred stock held by the following shareholders will be exchanged with
CompuCredit for common stock under a plan of recapitalization. Each share of
preferred stock has a stated value of $100 per share and accrues dividends at a
rate of 9% per annum. The number of shares of common stock each shareholder will
receive will be determined by dividing the liquidation preference amount,
including accrued dividends, on the closing date of the offering by the offering
price per share of the common stock.

<TABLE>
<CAPTION>
LIQUIDATION
PREFERENCE, INCLUDING
ACCRUED DIVIDENDS, AS
OF
STOCKHOLDER PREFERRED SHARES HELD APRIL 28, 1999
- ---------------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
Trust of which David G. Hanna is a trustee................ 95,451 $ 10,976,080
Trust of which Frank J. Hanna, III is a trustee........... 95,451 10,976,080
CompuCredit Management Corp. (50% owned by each of David
G. Hanna and Frank J. Hanna, III)....................... 2,298 264,251
Brett M. Samsky........................................... 6,800 781,944
</TABLE>

A limited partnership of which (i) the sole limited partner is a trust of
which the children of David G. Hanna and Frank J. Hanna, III are beneficiaries,
and (ii) the sole general partner is a corporation, all of the outstanding
capital stock of which is owned by Frank J. Hanna, Jr. who is David G. Hanna's
and Frank J. Hanna, III's father, has indicated that it intends to purchase up
to 500,000 shares of the common stock to be offered at the public offering
price, and the underwriters have agreed to pay to CompuCredit the sales
commission on these shares.

Pursuant to a promissory note dated as of April 17, 1998, CompuCredit
borrowed $13.0 million from a limited partnership of which (i) the sole limited
partner is a trust of which the children of David G. Hanna and Frank J. Hanna,
III are included among the beneficiaries and (ii) the general partner is

50
<PAGE>
a corporation, all of the outstanding capital stock of which is owned by Frank
J. Hanna, Jr., who is David G. Hanna's and Frank J. Hanna, III's father. In July
1998, the promissory note was paid in full. An aggregate of $536,200 of interest
was paid on this promissory note.

During 1997, CompuCredit paid to HBR Capital an aggregate of $300,000 for
management and accounting services provided to CompuCredit by employees of HBR
Capital. This arrangement was terminated on January 1, 1998. David G. Hanna and
Frank J. Hanna, III each own 50% of the capital stock of HBR Capital, and Frank
J. Hanna, III, David G. Hanna, Brett M. Samsky and Ashley L. Johnson are
employees of HBR Capital.

From time to time during 1997, a trust of which David G. Hanna is the sole
trustee and whose beneficiaries are members of David G. Hanna's immediate family
loaned CompuCredit an aggregate of $7,450,000 pursuant to a series of promissory
notes, all of which notes were repaid, along with an aggregate of $180,476 of
interest, during 1997. Also from time to time during 1997, a trust of which
Frank J. Hanna, III is the sole trustee and whose beneficiaries are members of
Frank J. Hanna, III's immediate family loaned CompuCredit an aggregate of
$7,450,000 pursuant to a series of promissory notes, all of which notes were
repaid, along with an aggregate of $180,476 of interest, during 1997.

In connection with an Affinity Card Agreement dated January 6, 1997, by and
between CompuCredit and Columbus Bank and Trust, a trust of which Frank J.
Hanna, III is the sole trustee and whose beneficiaries are members of Frank J.
Hanna, III's immediate family entered into a Guarantor Agreement, dated December
20, 1996, with CompuCredit and a Pledge Agreement, dated January 8, 1997, with
SunTrust Bank whereby the trust granted to SunTrust Bank a security interest in
and to certain securities held by the trust and having a par value of $5.0
million, as collateral for a standby letter of credit issued by SunTrust Bank in
favor of Columbus Bank and Trust. CompuCredit paid $10,000 to the trust as
initial consideration for the Guarantor Agreement and agreed to pay an
additional fee of 5% of any amount required to be paid out by SunTrust Bank
pursuant to the letter of credit. Another trust of which David G. Hanna is the
sole trustee and whose beneficiaries are members of David G. Hanna's immediate
family has entered into substantially similar arrangements with CompuCredit and
SunTrust Bank.

In 1996, Richard R. House, Jr. and Richard W. Gilbert loaned Visionary
Systems, Inc., or VSI, the third party developer of CompuCredit's database
management system, an aggregate of $25,000 each in connection with VSI's
commencement of operations. This loan is convertible into shares of capital
stock of VSI which would constitute two-thirds of the issued and outstanding
capital stock of VSI. Each of Messrs. House and Gilbert has agreed that, as long
as he continues to be employed by CompuCredit and the current agreement between
CompuCredit and VSI or any other agreement between CompuCredit and VSI or any of
its affiliates remains in effect, this conversion right will not be exercisable.
Each of Messrs. Gilbert and House has also agreed that, as long as he continues
to be employed by CompuCredit, he will not, as a result of his creditor
relationship with VSI or the conversion right, derive any economic benefit from
any business relationship or arrangement between CompuCredit and VSI or any of
its affiliates. However, this provision will not prohibit Mr. Gilbert or Mr.
House from receiving any benefit that may arise out of their stock ownership in
CompuCredit and any other benefit that Mr. Gilbert or Mr. House may receive from
CompuCredit as employees of CompuCredit.

DESCRIPTION OF CAPITAL STOCK

Following the closing of the offering, CompuCredit's authorized capital
stock will consist of 60,000,000 shares of common stock, no par value per share,
and 10,000,000 shares of preferred stock, no par value per share.

The following summary of certain provisions of CompuCredit's capital stock
describes all material provisions of CompuCredit's Articles of Incorporation and
Bylaws relating to the capital stock and

51
<PAGE>
certain provisions of the Georgia Business Corporation Code. However, there may
be other provisions of the Articles of Incorporation and Bylaws or of the
Georgia Business Corporation Code relating to the rights of shareholders that
potential investors may consider important. This summary is not intended to be
complete and is qualified in its entirety by reference to the provisions of the
Georgia Business Corporation Code and judicial decisions interpreting and
applying those statutes and to CompuCredit's Articles of Incorporation and
Bylaws filed as exhibits to the Registration Statement of which this prospectus
is a part.

COMMON STOCK

After giving effect to the offering and the exchange of all of the
outstanding shares of CompuCredit's preferred stock for common stock, there will
be 39,224,731 shares of common stock outstanding, or 39,974,731 shares if the
underwriters exercise their over-allotment option. Immediately following the
offering, there will be 244,224 outstanding options to purchase shares of common
stock.

Except as described below under "Preferred Stock," each outstanding share of
common stock is entitled to one vote on all matters submitted to a vote of
shareholders, including the election of directors. Shares of common stock do not
have cumulative voting rights. Holders of common stock are entitled to receive
ratably any dividends declared by the Board of Directors out of funds legally
available therefor, subject to preferential dividend rights of any outstanding
preferred stock. Upon the liquidation, dissolution or winding up of CompuCredit,
the holders of common stock are entitled to receive ratably the net assets of
CompuCredit available after the payment of all its debts and other liabilities,
subject to the prior rights of any outstanding preferred stock. Holders of the
common stock will have no preemptive, subscription, redemption or conversion
rights and are not entitled to the benefit of any sinking fund. The outstanding
shares of common stock are, and the shares of common stock offered by this
prospectus will be validly issued, fully paid and nonassessable upon payment for
the shares.

PREFERRED STOCK

As of the date of this prospectus, there are an aggregate of 200,000 shares
of preferred stock outstanding. The outstanding preferred stock, including
accrued dividends thereon, will be exchanged for shares of common stock upon the
closing of the offering, which will leave no shares of preferred stock
outstanding.

Following the closing of the offering, the Board of Directors can, subject
to any limitations prescribed by law and without further shareholder approval,
issue from time to time up to an aggregate of 10,000,000 shares of preferred
stock, in one or more series. Each series of preferred stock will have the
number of shares, designations, preferences, voting powers, qualifications and
special or relative rights or privileges as determined by the Board of
Directors, such as dividend rights, voting rights, redemption and sinking fund
provisions, liquidation preferences, conversion rights and preemptive rights.

Following the closing of the offering, CompuCredit's Board of Directors will
have the authority to issue the preferred stock and to determine its rights and
preferences without obtaining a shareholder vote on specific issuances. The
rights of the holders of common stock will be subject to the rights of the
holders of any preferred stock issued in the future. This type of preferred
stock is commonly referred to as "blank check" preferred stock. The issuance of
this "blank check" preferred stock could adversely affect the voting power of
holders of common stock and the likelihood that such holders will receive
dividend payments and payments upon liquidation and could delay, defer or
prevent a change in control of CompuCredit. CompuCredit has no present plans to
issue any shares of this "blank check" preferred stock.

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<PAGE>
GEORGIA ANTI-TAKEOVER STATUTES

The Georgia Business Corporation Code restricts certain business
combinations with "interested shareholders" and contains fair price requirements
applicable to certain mergers with "interested shareholders" that are summarized
below. The restrictions imposed by these statutes will not apply to a
corporation unless it elects to be governed by these statutes. CompuCredit has
not elected to be covered by such restrictions but may do so in the future.

The Georgia Business Combination Statute regulates business combinations
such as mergers, consolidations, share exchanges and asset purchases where the
acquired business has at least 100 shareholders residing in Georgia and has its
principal office in Georgia. For purposes of the Business Combination Statute,
an "interested shareholder" generally is any person who directly or indirectly,
alone or in concert with others, beneficially owns or controls 10% or more of
the voting power of the outstanding voting shares of the corporation. The
Business Combination Statute prohibits business combinations with an unapproved
"interested shareholder" for a period of five years after the date on which that
person became an "interested shareholder." The Business Combination Statues
applies unless either (i) the corporation's board of directors approved the
transaction resulting in such acquiror becoming an "interested shareholder" or
the business combination prior to the date on which the acquiror became an
"interested shareholder," or (ii) the acquiror became the owner of at least 90%
of the outstanding voting stock of the corporation, excluding shares held by
directors, officers and affiliates of the corporation and shares held by certain
other persons, in the same transaction in which the acquiror became an
"interested shareholder." The Business Combination Statute is broad in its scope
and is designed to inhibit unfriendly acquisitions.

Also, the Georgia Fair Price Statute prohibits certain business combinations
between a Georgia business corporation and an "interested shareholder." The Fair
Price Statute prohibits certain business combinations unless (i) certain "fair
price" criteria are satisfied, (ii) the business combination is unanimously
approved by certain directors of the Georgia corporation, (iii) the business
combination is recommended by at least two-thirds of these directors of the
Georgia corporation and approved by a majority of the votes entitled to be cast
by voting shares, other than those shares beneficially owned by the "interested
shareholder," or (iv) the "interested shareholder" has been an "interested
shareholder" for at least three years and has not increased this ownership
position in such three-year period by more than 1% in any twelve-month period.
The Fair Price Statute is designed to inhibit unfriendly acquisitions that do
not satisfy the specified "fair price" requirements.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the common stock is First Union
National Bank.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for the common stock,
and no prediction can be made of the effect that the sale or availability for
sale of shares of common stock will have on the market price of the common
stock. Nevertheless, sales of substantial amounts of such shares in the public
market, or the perception that such sales could occur, could adversely affect
the market price of the common stock and could impair CompuCredit's future
ability to raise capital through an offering of its equity securities.

Upon closing of the offering, there will be 39,224,731 outstanding shares of
common stock, assuming no exercise of the underwriters' over-allotment option.
The shares of common stock to be sold in the offering, which will total
5,750,000 shares if the underwriters' over-allotment option is exercised in
full, will be available for resale in the public market without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), except for shares purchased by affiliates of CompuCredit,
which shares will be subject to the resale limitations of

53
<PAGE>

Rule 144 under the Securities Act. In addition, the limited partnership
controlled by the father of David G. Hanna and Frank J. Hanna, III, which has
indicated that it intends to purchase up to 500,000 shares of common stock in
the offering, has agreed that it will not sell any shares it purchases for a
period of 180 days after the date of this prospectus without the consent of
PaineWebber Incorporated, acting on behalf of the underwriters.

The remaining 34,224,731 shares of common stock held by existing
shareholders are "restricted" shares within the meaning of Rule 144 under the
Securities Act. These restricted shares were issued and sold by CompuCredit in
private transactions in reliance upon exemptions from registration under the
Securities Act and may not be sold except in compliance with the registration
requirements of the Securities Act or pursuant to an exemption from
registration, such as the exemption provided by Rule 144 under the Securities
Act.

In general, under Rule 144, as currently in effect, any person who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period, a number of shares which does not exceed the greater of (i)
1% of the then-outstanding shares of common stock, which would be approximately
392,247 shares immediately after the offering, assuming no exercise of the
underwriters' over-allotment option, or (ii) the average weekly trading volume
of the common stock during the four calendar weeks preceding the date on which
notice of the sale is filed with the Commission. Sales under Rule 144 may also
be subject to certain manner of sale provisions, notice requirements and the
availability of current public information about CompuCredit. Any person who is
not deemed to have been an affiliate of CompuCredit at any time during the three
months preceding a sale, and who has beneficially owned shares within the
definition of "restricted securities" under Rule 144 for at least two years, is
entitled to sell these shares under Rule 144(k) without regard to the volume
limitation, manner of sale provisions, public information requirements or notice
requirements. As defined in Rule 144, an "affiliate" of an issuer is a person
who, directly or indirectly, controls or is controlled by, or is under common
control with, the issuer.

Upon completion of the offering, the holders of a total of 1,984,861 shares
of common stock will be entitled to registration rights with respect to those
shares. Atlantic Equity Corporation has piggyback registration rights with
respect to the 940,196 shares of common stock it holds and any additional shares
of common stock that it may acquire. If CompuCredit proposes to register any of
its securities under the Securities Act, other than any registration on Form S-8
or another form not available for registering the common stock for sale to the
public, Atlantic Equity Corporation will have the right to require that any
shares of common stock held by it be included in that registration. Under its
agreement with Atlantic Equity Corporation, CompuCredit must pay the fees, costs
and expenses of each registration of shares held by Atlantic Equity Corporation.
Atlantic Equity Corporation must pay all underwriting discounts and selling
commissions applicable to the sale of its common stock.

Under a stock purchase agreement between an unrelated private investor and
CompuCredit, the investor has demand and piggyback registration rights with
respect to the 1,044,665 shares of common stock it holds. At any time at least
12 months after the closing of the offering, if CompuCredit proposes to register
any of its securities under the Securities Act, other than any registration on
Form S-8 or another form not available for registering the common stock for sale
to the public, the investor will have the right to require that any shares of
common stock held by it be included in that registration, subject to limitations
set forth in the stock purchase agreement. In addition, at any time beginning at
least 12 months after closing of the offering and ending on August 21, 2000, if
CompuCredit is qualified to use Form S-3, the investor will have to right to
request one registration on Form S-3 of all or a part of its shares, subject to
limitations set forth in the stock purchase agreement. Under the stock purchase
agreement, CompuCredit must pay the fees, costs and expenses of each
registration of the investor's shares. The investor must pay all underwriting
discounts and selling commissions applicable to the sale of its common stock.

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<PAGE>
CompuCredit and all of its existing shareholders prior to the offering have
agreed that, for a period of 365 days from the date of this prospectus, they
will not, without the prior written consent of PaineWebber Incorporated, acting
on behalf of the representatives of the underwriters, offer to sell, sell,
contract to sell, grant any option to sell, or otherwise dispose of, or require
CompuCredit to file with the Commission a registration statement under the
Securities Act to register, any shares of CompuCredit's common stock or
securities convertible into or exchangeable for any shares of CompuCredit's
common stock or warrants or other rights to acquire shares of CompuCredit's
common stock, other than pursuant to employee stock option plans or agreements
or the exercise of options granted under these plans or agreements or in
connection with other employee incentive compensation arrangements or in
connection with a merger involving CompuCredit or a sale of all of its capital
stock. PaineWebber Incorporated may, however, in its sole discretion, release
all or any portion of these shares from the restrictions in the lock-up
agreements at any time.

Promptly following the closing of the offering, CompuCredit intends to file
one or more registration statements on Form S-8 under the Securities Act to
register all of the 1,200,000 shares of common stock subject to then outstanding
options or future grants under CompuCredit's 1998 Stock Option Plan. These
registration statements are expected to become effective upon filing, and shares
covered by these registration statements will, subject to Rule 144 volume
limitations applicable to affiliates, be eligible for public sale after any
vesting requirements have been met. CompuCredit has granted options to purchase
60,724 shares of common stock under its 1998 Stock Option Plan and intends to
grant options to purchase 183,500 additional shares upon the completion of the
offering to its non-employee directors and to employees of CompuCredit who are
not executive officers.

55
<PAGE>
UNDERWRITING

PaineWebber Incorporated, Bear, Stearns & Co. Inc. and NationsBanc
Montgomery Securities LLC are serving as representatives of the underwriters
named below. The underwriters have severally agreed to purchase, and CompuCredit
has agreed to sell, subject to the terms and conditions set forth in an
Underwriting Agreement, the number of shares of common stock set forth opposite
their names below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------------------------------------------------------------------------------------------- -------------------------
<S> <C>
PaineWebber Incorporated.......................................................................
Bear, Stearns & Co. Inc........................................................................
NationsBanc Montgomery Securities LLC..........................................................
-
Total......................................................................................
-
-
</TABLE>

In the Underwriting Agreement, the underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of common stock being sold under the Underwriting Agreement, other than
those covered by the over-allotment option described below, if any shares of
common stock are purchased. The Underwriting Agreement provides that the
obligations of the underwriters to purchase shares of common stock are subject
to conditions precedent outlined in the Underwriting Agreement. The Underwriting
Agreement also provides that in the event of a default by any underwriter, the
purchase commitments of the nondefaulting underwriters may be increased or the
Underwriting Agreement may be terminated.

CompuCredit has granted the underwriters an option exercisable for 30 days
after the date of this prospectus to purchase up to 750,000 additional shares of
common stock to cover over-allotments, if any, at the offering price less the
underwriting discount and commissions. If the underwriters exercise this option,
each underwriter will have a firm commitment, subject to conditions outlined in
the Underwriting Agreement, to purchase approximately the same pro rata
percentage of additional shares of common stock as each underwriter purchases in
the offering. The underwriters may purchase these shares of common stock only to
cover over-allotments made in connection with the offering.

At CompuCredit's request, the underwriters have reserved up to 500,000
shares of common stock to be offered, at the public offering price, to
directors, officers, employees and business associates of CompuCredit and their
friends and relatives. The number of shares of common stock available for sale
to the general public will be reduced to the extent these individuals purchase
the reserved shares. Any of the reserved shares which are not purchased by these
individuals will be offered by the underwriters to the general public on the
same basis as the other shares offered by this prospectus. In addition, a
limited partnership that is controlled by the father of David G. Hanna, a
principal shareholder and President and Chairman of the Board of CompuCredit,
and Frank J. Hanna, III, a principal shareholder of CompuCredit who will become
a director upon closing of the offering, has indicated that it intends to
purchase up to 500,000 shares of the common stock to be offered at the public
offering price, and the underwriters have agreed to pay to CompuCredit the sales
commission on these shares. The limited partnership has agreed that, for a
period of 180 days from the date of this prospectus, it will not, without the
prior written consent of PaineWebber Incorporated, on behalf of the
representatives, offer to sell, sell, contract to sell, grant any option to
sell, or otherwise dispose of any shares of common stock that it may purchase in
the offering.

CompuCredit has agreed to indemnify the several underwriters against certain
civil liabilities, including liabilities under the federal securities laws, or
to contribute to payments which the underwriters may be required to make as a
result of these liabilities.

CompuCredit and all of its existing shareholders prior to the offering have
agreed that, for a period of 365 days from the date of this prospectus, they
will not, without the prior written consent of PaineWebber Incorporated, on
behalf of the representatives, offer to sell, sell, contract to sell, grant any
option to sell, or otherwise dispose of, or require CompuCredit to file with the
Commission a

56
<PAGE>
registration statement under the Securities Act to register, any shares of
common stock of CompuCredit or securities convertible into or exchangeable for
any shares of common stock of CompuCredit or warrants or other rights to acquire
shares of common stock of CompuCredit, other than pursuant to employee stock
option plans or agreements or the exercise of options granted under these plans
or agreements or in connection with other employee incentive compensation
arrangements or in connection with a merger involving CompuCredit or a sale of
all of its capital stock.

Prior to the offering, there has been no public market for the common stock.
Accordingly, the public offering price has been determined by negotiations
between CompuCredit and the representatives. Among the factors which were
considered in determining the offering price included CompuCredit's future
prospects, the experience of its management, the economic condition of the
financial services industry in general, the general condition of the equity
securities market and the demand for similar securities of companies considered
comparable to CompuCredit.

The offering price set forth on the cover page of this prospectus should not
be considered an indication of the actual value of the common stock. The
offering price is subject to change as a result of market conditions and other
factors, and no assurance can be given that the common stock can be resold at
the offering price.

CompuCredit expects that the shares of common stock will be ready for
delivery in New York, New York on or about , 1999.

CompuCredit's common stock has been approved for quotation on the Nasdaq
National Market under the symbol "CCRT."

Until the distribution of the common stock is completed, rules of the
Commission may limit the ability of the underwriters and some selling group
members to bid for and purchase shares of common stock. As an exception to these
rules, the representatives are permitted to engage in transactions that
stabilize the price of common stock. These transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
common stock.

In addition, if the representatives sell more shares of common stock than
are set forth on the cover page of this prospectus, or "over-allot," and thereby
create a short position in the common stock in connection with the offering,
then the representatives may reduce that short position by purchasing common
stock in the open market. The representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option.

The representatives may also impose a penalty bid on certain underwriters
and selling group members. This means that if the representatives purchase
shares of common stock in the open market to reduce the underwriters' short
position or to stabilize the price of the common stock, the representatives may
reclaim the amount of the selling concession from the underwriters and selling
group members who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might otherwise be in the absence of these purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security by purchasers in the
offering.

Neither CompuCredit nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
CompuCredit nor any of the underwriters makes any representation that the
representatives will engage in such transactions or that these transactions,
once commenced, will not be discontinued without notice.

Atlantic Equity Corporation, an affiliate of NationsBanc Montgomery
Securities LLC, an underwriter of the offering, is a shareholder of CompuCredit
and has registration rights applicable to its shares of common stock. See
"Shares Eligible for Future Sale." In addition, NationsBank, N. A., an affiliate
of NationsBanc Montgomery Securities LLC, administers two of the commercial
paper conduits with which CompuCredit has engaged in securitization
transactions.

57
<PAGE>
AVAILABLE INFORMATION

CompuCredit has filed a Registration Statement on Form S-1 under the
Securities Act with the Commission with respect to the common stock offered
hereby. This prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to CompuCredit and the common stock, you should refer
to the Registration Statement and the exhibits and schedules thereto. You may
inspect a copy of the Registration Statement without charge at the Commission's
principal office in Washington, D.C., at the regional offices of the Commission
located at 7 World Trade Center, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and through the
Commission's web site at http://www.sec.gov. You can obtain copies of all or any
part of the Registration Statement, or any materials CompuCredit has filed with
the Commission, from the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of certain fees prescribed by
the Commission. You can obtain further information regarding the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330.

CompuCredit intends to furnish its shareholders with annual reports
containing financial statements audited by an independent accounting firm and
quarterly reports containing unaudited financial information for the first three
quarters of each fiscal year.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for CompuCredit by Troutman Sanders LLP, Atlanta, Georgia, and certain
legal matters will be passed upon for the Underwriters by Orrick, Herrington &
Sutcliffe LLP, Washington, D.C.

EXPERTS

Ernst & Young LLP, independent auditors, have audited CompuCredit's
consolidated financial statements at December 31, 1998 and 1997, and for each of
the two years in the period ended December 31, 1998 and the period from August
14, 1996 to December 31, 1996, as set forth in their report. CompuCredit
included the financial statements in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

58
<PAGE>
COMPUCREDIT CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Auditors............................................................................. F-2

Consolidated Balance Sheets as of December 31, 1997 and 1998............................................... F-3

Consolidated Statements of Operations for the Period from August 14, 1996 (inception) to December 31, 1996
and for the Years ended December 31, 1997 and 1998....................................................... F-4

Consolidated Statements of Shareholders' Equity for the Period from August 14, 1996 (inception) to December
31, 1996 and for the Years ended December 31, 1997 and 1998.............................................. F-5

Consolidated Statements of Cash Flows for the Period from August 14, 1996 (inception) to December 31, 1996
and for the Years ended December 31, 1997 and 1998....................................................... F-6

Notes to Consolidated Financial Statements for the Period from August 14, 1996 (inception) to December 31,
1996 and for the Years ended December 31, 1997 and 1998.................................................. F-7
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
CompuCredit Corporation

We have audited the accompanying consolidated balance sheets of CompuCredit
Corporation and Subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the two years in the period ended December 31, 1998 and for the period
from August 14, 1996 (inception) to December 31, 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 audits 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 CompuCredit
Corporation and Subsidiaries at December 31, 1998 and 1997 and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1998 and for the period from August 14, 1996
(inception) to December 31, 1996 in conformity with generally accepted
accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia
February 19, 1999

F-2
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS)
ASSETS
Cash and cash equivalents............................................................... $ 1,678 $ 12,256
Retained interests in credit card receivables securitized............................... 15,037 65,184
Accrued interest and fees............................................................... 461 1,979
--------- ---------
Net credit card receivables............................................................. 15,498 67,163
Amounts due from securitization......................................................... 517 3,243
Deferred costs, net..................................................................... 1,276 1,375
Software, furniture, fixtures and equipment, net........................................ 677 1,736
Prepaid expenses........................................................................ 423 195
Other assets............................................................................ 146 1,615
--------- ---------
Total assets.................................................................... $ 20,215 $ 87,583
--------- ---------
--------- ---------
LIABILITIES
Amounts due to securitization........................................................... $ 124 $ 10,774
Accrued expenses........................................................................ 841 4,745
Deferred revenue........................................................................ 123 2,075
Income taxes payable.................................................................... -- 9,401
Deferred tax liability.................................................................. -- 6,078
--------- ---------
Total liabilities............................................................... 1,088 33,073
SHAREHOLDERS' EQUITY
Preferred stock, $100 par value:
Cumulative and nonparticipating; 500,000 shares authorized, 200,000 shares issued
and outstanding at December 31, 1997 and 1998..................................... 20,000 20,000
Common stock, no par value:
3,000,000 shares authorized; 2,061,855 and 2,130,583 shares issued and outstanding
at December 31, 1997 and 1998, respectively....................................... -- --
Additional paid-in capital............................................................ -- 9,953
Retained earnings (deficit)........................................................... (873) 24,557
--------- ---------
Total shareholders' equity...................................................... 19,127 54,510
--------- ---------
Total liabilities and shareholders' equity...................................... $ 20,215 $ 87,583
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-3
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR ENDED
AUGUST 14, 1996 DECEMBER 31,
(INCEPTION) TO --------------------------
DECEMBER 31, 1996 1997 1998
------------------- ------------ ------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
Interest income:
Interest........................................................ $ -- $ 33 $ 256
Finance charges, including fees................................. -- 2,625 --
----- ------------ ------------
Total interest income............................................. -- 2,658 256
Interest expense:
Short-term borrowings........................................... -- 361 536
----- ------------ ------------
Total interest expense.................................... -- 361 536
Net interest income (expense)..................................... -- 2,297 (280)
Provision for loan losses......................................... -- 1,422 --
----- ------------ ------------
Net interest income (expense) after provision for loan losses..... -- 875 (280)
Other operating income:
Securitization income, net...................................... -- 628 16,389
Income from retained interests in credit card receivables
securitized................................................... -- -- 22,690
Servicing income................................................ -- -- 12,541
Other credit card fees.......................................... -- 911 4,193
Interchange fees................................................ -- 279 1,865
Ancillary products.............................................. -- 37 638
Other........................................................... -- 156 --
----- ------------ ------------
Total other operating income.............................. -- 2,011 58,316
Other operating expense:
Salaries and benefits........................................... -- 429 1,172
Credit card servicing........................................... -- 1,008 4,948
Marketing and solicitation...................................... 27 1,081 6,865
Professional fees............................................... 20 252 713
Data processing................................................. -- 156 1,437
Net occupancy................................................... -- 35 195
Ancillary product expense....................................... -- -- 443
Other........................................................... 101 650 1,354
----- ------------ ------------
Total other operating expense............................. 148 3,611 17,127
Income (loss) before income taxes................................. (148) (725) 40,909
Income tax expense................................................ -- -- 15,479
----- ------------ ------------
Net income (loss)................................................. $ (148) $ (725) $ 25,430
----- ------------ ------------
----- ------------ ------------
Net income (loss) attributable to common shareholders............. $ -- $ (1,341) $ 23,630
Average number of shares outstanding.............................. -- 2,061,855 2,086,898
Net income (loss) per common share................................ $ -- $ (0.65) $ 11.32
</TABLE>

See accompanying notes.

F-4
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE PERIOD AUGUST 14, 1996 (INCEPTION) TO DECEMBER 31, 1996,
AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TOTAL
--------------------- PAID-IN PREFERRED EARNINGS SHAREHOLDERS'
SHARES AMOUNT CAPITAL STOCK (DEFICIT) EQUITY
---------- --------- ----------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Balance at August 14, 1996 (inception).... -- $ -- $ -- $ -- $ -- $ --
Contributed capital, units A and C
holders................................. -- -- 300 -- -- 300
Net loss.................................. -- -- -- -- (148) (148)
---------- --------- ----------- ----------- --------- -------------
Balance at December 31, 1996.............. -- -- 300 -- (148) 152
Contributed capital....................... -- -- 19,700 -- -- 19,700
Issuance of preferred stock............... -- -- (20,000) 20,000 -- --
Issuance of common stock.................. 2,061,855 -- -- -- -- --
Net loss.................................. -- -- -- -- (725) (725)
---------- --------- ----------- ----------- --------- -------------
Balance at December 31, 1997.............. 2,061,855 -- -- 20,000 (873) 19,127
Issuance of common stock.................. 68,728 -- 9,953 -- -- 9,953
Net income................................ -- -- -- -- 25,430 25,430
---------- --------- ----------- ----------- --------- -------------
Balance at December 31, 1998.............. 2,130,583 $ -- $ 9,953 $ 20,000 $ 24,557 $ 54,510
---------- --------- ----------- ----------- --------- -------------
---------- --------- ----------- ----------- --------- -------------
</TABLE>

See accompanying notes.

F-5
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR ENDED
AUGUST 14, 1996 DECEMBER 31,
(INCEPTION) TO -----------------------
DECEMBER 31, 1996 1997 1998
------------------- ---------- -----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
OPERATING ACTIVITIES
Net income (loss)..................................................... $ (148) $ (725) $ 25,430
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
Depreciation expense................................................ -- 79 444
Amortization expense................................................ -- 215 828
Loan loss provision................................................. -- 1,422 --
Securitization income............................................... -- (628) (16,389)
Income from retained interests in credit card receivables
securitized....................................................... -- (212) (14,301)
Deferred tax expense................................................ -- -- 6,078
Changes in assets and liabilities:
Increase in accrued interest and fees............................. -- (461) (1,518)
Increase in deferred costs........................................ -- (1,475) (869)
(Increase) decrease in prepaid expenses........................... (127) (443) 228
Increase in amounts due from securitization....................... -- (517) (2,726)
Increase in accrued expenses...................................... 101 740 3,904
Increase in income taxes payable.................................. -- -- 9,401
Increase in deferred revenue...................................... -- 123 1,952
Other............................................................. (73) 58 (1,528)
----- ---------- -----------
Net cash (used in) provided by operating activities................. (247) (1,824) 10,934
INVESTING ACTIVITIES
Net loans originated or purchased..................................... -- (28,269) (421,813)
Recoveries of loans previously charged off............................ -- -- 85
Net proceeds from securitization of loans............................. -- 12,650 372,797
Proceeds from retained interests in credit card receivables
securitized......................................................... -- -- 29,475
Purchases of property and equipment................................... -- (186) (487)
Software development costs............................................ -- (570) (1,016)
----- ---------- -----------
Net cash used in investing activities................................. -- (16,375) (20,959)
FINANCING ACTIVITIES
Increase in amounts due to securitization............................. -- 124 10,650
Proceeds from capital contributions................................... 300 19,700 9,953
Proceeds from short-term borrowings................................... -- 19,700 13,000
Payment of short-term borrowings...................................... -- (19,700) (13,000)
----- ---------- -----------
Net cash provided by financing activities............................. 300 19,824 20,603
NET INCREASE IN CASH 53 1,625 10,578
Cash and equivalents at beginning of period........................... -- 53 1,678
----- ---------- -----------
Cash and equivalents at end of period................................. $ 53 $ 1,678 $ 12,256
----- ---------- -----------
----- ---------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................ $ -- $ 361 $ 536
Cash paid for income taxes............................................ -- -- --
</TABLE>

See accompanying notes.

F-6
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of CompuCredit
Corporation and its subsidiaries (collectively, "the Company"). The principal
subsidiaries are CompuCredit Funding Corp. and CompuCredit Acquisition
Corporation which were formed for the purpose of effecting the securitization of
credit card receivables. All significant intercompany balances and transactions
have been eliminated for financial reporting purposes. The Company was formed
for the purpose of offering unsecured credit and fee based products and services
to a specialized segment of the consumer credit market. The Company has a
contractual arrangement with a third party financial institution pursuant to
which the financial institution issues general purpose Visa credit cards under
the Company's "Aspire" trademark, and the Company purchases the receivables
relating to such accounts. The Company also purchased two portfolios of credit
cards from third parties in 1998. The Company has contracted with third party
financial institutions to issue credit cards and to perform certain services for
the securitized receivables.

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles that require management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements as well as the reported amount of revenues
and expenses during the reporting period. Actual results could differ from these
estimates. Certain estimates such as credit losses, payment and discount rates
have a significant impact on the gains recorded on securitizations.

Certain amounts in prior period financial statements have been reclassified
to conform to the current period presentation.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in
the preparation of the consolidated financial statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash, money market investments, and
overnight deposits. The Company considers all other highly liquid cash
investments with low interest rate risk to be cash equivalents. Cash equivalents
are valued at cost, which approximates market.

ASSET SECURITIZATION

The Company has securitized a substantial portion of its credit card
receivables. When the Company sells receivables in securitizations, it retains
certain undivided ownership interests, interest-only strips and servicing
rights. Although the Company continues to service the underlying credit card
accounts and maintains the client relationships, these transactions are treated
as sales and the securitized receivables are not reflected on the consolidated
balance sheet. The retained ownership interests are included in Retained
Interests in Credit Card Receivables Securitized. Amounts Due from
Securitization include payments recently received on the securitized receivables
that are still held by the securitization structure but are payable to the
Company in the next 30 days.

Under Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
("Statement No. 125"), gains are

F-7
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
recognized at the time of each sale. These gains are based on the estimated fair
value of the retained interests which are based on the estimated present value
of the cash flows the Company expects to receive over the estimated outstanding
life of the receivables. These cash flows represent estimates of finance charges
and late fees, servicing fees, costs of funds paid to investors, payment rates,
credit losses, and required amortization payments to investors.

The retained interests are subsequently accounted for as trading securities
and reported at estimated fair market value with changes in fair value included
in income in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities"
("Statement No. 115"). Certain estimates used in the determination of the gains
and the related fair values of interest-only strips and retained ownership
interests are influenced by factors outside the Company's control, and, as a
result, such estimates could materially change in the near term.

DEFERRED COSTS

The Company capitalizes certain costs paid to third parties related to its
credit card receivables securitizations. Such costs include legal fees and fees
incurred for services provided for establishing securitization facilities that
have ongoing benefit to the Company, such as the master trust used for future
securitizations, which result in ongoing securitization income to the Company.
These capitalized securitization costs are amortized over periods of two to
three years. The accumulated amortization of these costs was $199,000 and
$615,000 at December 31, 1997 and 1998, respectively.

FURNITURE, FIXTURES, AND EQUIPMENT

Furniture, fixtures and equipment are stated at cost less accumulated
depreciation. Depreciation and amortization expenses are computed using the
straight-line method over the estimated useful lives of the assets.

SOFTWARE DEVELOPMENT COSTS

The Company capitalizes certain costs related to internal development and
implementation of software used in operating activities of the Company. Software
development costs are stated at capitalized cost less accumulated amortization.
Depreciation and amortization expenses are computed using the straight-line
method over the estimated useful lives of the assets.

AMOUNTS DUE TO SECURITIZATION

Amounts collected by the Company in payment of principal, interest, and fees
on receivables securitized are remitted to the special purpose entities on a
monthly basis. Amounts collected for a month are not remitted until the
following month, resulting in a payable from the Company to the special purpose
entities.

CREDIT CARD FEES

Credit card fees include annual, overlimit, returned check, and cash advance
transaction fees. These fees are assessed according to agreements with clients.
Annual fees and direct loan origination costs are deferred and amortized on a
straight-line basis over the one-year period to which the fees or

F-8
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
costs pertain. The Company, under its securitization agreements, continues to
earn servicing income, interchange fees, ancillary products income, and other
credit card fees.

SOLICITATION EXPENSES

Credit card account and other product solicitation costs, including
printing, credit bureaus, list processing costs, telemarketing and postage, are
generally expensed as the solicitation occurs.

INCOME TAXES

The Company accounts for income taxes based on the liability method required
by Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("Statement No. 109").

Under the liability method, deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("Statement No. 131"). Statement No. 131 superseded FASB Statement No. 14,
"Financial Reporting for Segments of a Business Enterprise." Statement No. 131
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports. Statement No. 131 also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. The Company adopted the new standard for the year ended December 31,
1998. Based on the criteria under Statement No. 131, the Company operates in a
single business segment.

In March 1998, the AICPA issued Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed For or Obtained For Internal Use" ("SOP
98-1"). SOP 98-1 is effective for CompuCredit beginning on January 1, 1999. SOP
98-1 will require the capitalization of certain costs incurred after the date of
adoption in connection with developing or obtaining software for internal use.
Adoption of SOP 98-1 is not expected to have a material impact on the results of
operations or financial position of the Company.

In April 1998, the AICPA issued Statement of Position 98-5 "Reporting the
Costs of Start Up Activities" ("SOP 98-5"). SOP 98-5 provides guidance on the
financial reporting of start up costs and organization costs and is effective
for fiscal years beginning after December 15, 1998. Adoption of SOP 98-5 is not
expected to have a material impact on the results of operations or financial
position of the Company.

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which is required to
be adopted in years beginning after June 15, 1999. Adoption of Statement No. 133
is not expected to have a material impact on the results of operations or
financial position of the Company.

F-9
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. CORPORATE REORGANIZATION AND SHAREHOLDERS' EQUITY

CompuCredit, L.P. (the "Partnership") was formed on August 14, 1996 as a
limited partnership under the Georgia Revised Uniform Limited Partnership Act of
the laws of the State of Georgia. The partners were classified as Series A
holders, Series B holders, and the Series C holder. Series A holders were
limited partners, holding 87% of the Partnership units, and contributing 99% of
the contributed capital. Series B holders were limited partners, holding 12% of
the Partnership units, making no capital contributions, and having interest
solely in the net profits of the Partnership. The Series C holder was the
General Partner, holding 1% of the Partnership units, and contributing 1% of the
contributed capital.

On August 29, 1997, the Partnership was merged into CompuCredit Corporation
under the laws of the State of Georgia. The $20,000,000 of contributed capital
of the Partnership was converted into 200,000 shares of $100 par value nonvoting
nonparticipating preferred stock of the Corporation. Cumulative dividends
accumulate on the outstanding preferred stock at an annual rate of 9%. There
were $616,000 and $2,416,000 of unpaid dividends in arrears related to the
preferred stock at December 31, 1997 and 1998, respectively. The Corporation
also issued 2,061,855 shares of common stock, no par value (3,000,000 shares
authorized), of which 936,568 are currently issued to the holders of the
nonvoting preferred stock of the Corporation. CompuCredit Corporation continued
the operations of CompuCredit, L.P.

On August 21, 1998, the Company issued 68,728 shares of common stock to an
unrelated investor for net cash proceeds of $9,953,000.

4. SECURITIZATIONS

The Company securitizes a substantial portion of its company issued credit
card receivables through the CompuCredit Credit Card Master Trust (the "Master
Trust"). Credit card receivables are transferred to the Master Trust, which
issues certificates representing undivided ownership interests in the assets of
the Master Trust. The Company also securitized two purchased portfolios of
credit card receivables through securitization structures with third party
commercial paper conduits. The Company's transfers are treated as sales as they
satisfy the requirements of Statement No. 125 and the receivables are removed
from the consolidated balance sheet. The securitization transactions do not
affect the relationship the Company has with its clients and the Company
continues to service the credit card receivables. The Company receives servicing
fees ranging up to 6% per year of the securitized principal receivables and the
Company either provides the servicing or contracts with third party service
providers.

During 1997, the Company began securitizing credit card receivables through
the Master Trust. During 1998, the Company continued to securitize receivables
through its Master Trust and also securitized its two purchased portfolios. The
table below summarizes all of the Company's securitization activity:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1997 1998
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Proceeds from securitizations....................................... $ 12,650 $ 402,272
Excess cash flows received on retained interests.................... 995 36,667
Pretax securitization income........................................ 628 16,389
</TABLE>

F-10
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. SECURITIZATIONS (CONTINUED)
The investors in the Company's securitization transactions have no recourse
against the Company for its clients' failure to pay their credit card loans.
However, most of the Company's retained interests are subordinated to the
investors' interests until the investors have been fully paid.

As an additional credit enhancement on CompuCredit's securitization
structures associated with its purchased receivables, CompuCredit pays the
excess cash collected on the receivables to the investors as an accelerated
amortization payment. This excess cash that the Company paid to the investors
totaled $29.5 million for the year ended December 31, 1998. The Company's
valuation of its retained interests incorporates this credit enhancement, and
the Company estimates that it takes approximately three to five years from the
inception of each securitization structure to completely repay the investors
using excess cash collected on the receivables. Once the investors are repaid,
any remaining receivables and funds held in the securitization structure will be
payable to the Company.

The pretax securitization income recorded by the Company and the measurement
of the Company's retained interests are dependent upon management's estimates of
future cash flows using the cash-out method. Under the cash-out method, the
future cash flows (including the release of any cash related to credit
enhancements) are recorded at a discounted value. The cash flows are discounted
based on the timing of when the Company expects to receive the cash flows. The
discount rates are based on management's estimates of returns that would be
required by investors in an investment with similar terms and credit quality.
Interests rates received on the credit card receivables are estimated based on
the stated annual percentage rates in the credit card agreements. Estimated
default and payment rates are based on historical results, adjusted for expected
changes based on the Company's credit risk models. Credit card receivables are
typically charged off in the next billing cycle after becoming 180 days past
due, although earlier charge-offs may occur specifically related to accounts of
bankrupt or deceased clients. Bankrupt and deceased clients' accounts are
typically charged off within 30 days of verification.

Subsequent to each sale, the Company's retained interests are carried at
estimated fair market value with changes in fair value included in income as
they are classified as trading securities. Since quoted market prices are
generally not available, the Company estimates fair value based on the estimated
present value of future cash flows using management's best estimates of key
assumptions. Changes in any of these assumptions could impact the fair value
estimates and the realization of future cash flows. The weighted average key
assumptions used to estimate the fair value of the Company's retained interests
as of the end of each year are presented below:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
Payment rate (monthly)............................................... 8.1% 5.5%
Expected credit loss rate (annualized)............................... 5.8 15.1
Residual cashflows discount rate..................................... 12.0 25.3
</TABLE>

The return to the investors in the securitization is based on management's
estimates of forward yield curves. The changes in the weighted average
assumptions from December 31, 1997 to December 31, 1998 are primarily due to the
two portfolio purchases that occurred during 1998. Management believes these two
portfolios will have lower payment rates and higher credit losses as compared to
the receivables that were securitized as of December 31, 1997.

F-11
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. SOFTWARE, FURNITURE, FIXTURES, AND EQUIPMENT

Software, Furniture, Fixtures and Equipment consist of the following:

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Software.................................................................................. $ 570 $ 1,586
Furniture and fixtures.................................................................... 32 90
Data processing and telephone equipment................................................... 154 583
--------- ---------
Total cost................................................................................ 756 2,259
Less accumulated depreciation............................................................. (79) (523)
--------- ---------
Software, furniture, fixtures, and equipment, net......................................... $ 677 $ 1,736
--------- ---------
--------- ---------
</TABLE>

6. LEASES

The Company leases premises and equipment under cancelable and noncancelable
leases, some of which contain renewal options under various terms. Total rental
expense was $35,000 and $186,000 for the years ended December 31, 1997 and 1998,
respectively. As of December 31, 1998, the future minimum rental commitments for
all noncancelable leases with initial or remaining terms of more than one year
are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1999.......................................... $ 200
2000.......................................... 209
2001.......................................... 217
2002.......................................... 225
2003.......................................... 234
Thereafter.................................... 109
-------
$ 1,194
-------
-------
</TABLE>

7. BORROWINGS

On January 8, 1997, the Company entered into an irrevocable standby letter
of credit agreement for $10,000,000 with a bank. The letter of credit agreement
expires on January 8, 2000 and contains an option to renew each year. The
agreement contains provisions allowing the subservicer of the receivables to
draw under the letter of credit as needed. As of December 31, 1997 and 1998, the
letter of credit agreement was unused.

8. COMMITMENTS AND CONTINGENCIES

The Company enters into financial instruments with off balance sheet risk in
the normal course of business through the origination of unsecured credit card
receivables. These financial instruments consist of commitments to extend
credit. These instruments involve, to varying degrees, elements of credit risk
in excess of the amount recognized in the balance sheets. The principal amount
of these instruments reflects the maximum exposure the Company has in the
instruments. The Company has not experienced and does not anticipate that all of
its clients will exercise their entire available line of

F-12
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
credit at any given point in time. The Company has the right to reduce or cancel
these available lines of credit at any time.

9. INCOME TAXES

As described in Note 3, CompuCredit, L.P. converted from a partnership to a
corporation on August 29, 1997. For the period August 14, 1996 (inception)
through August 28, 1997, the entity was a limited partnership, and as such, no
income tax provision was recorded. No income tax expense was recorded related to
the activities of the corporation for the period August 29, 1997 through
December 31, 1997, as the Company had no taxable income.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities, which represent the
difference between the amounts reported for financial reporting purposes and
amounts used for income tax purposes. Statement No. 109 requires that the
deferred tax effects of a change in tax status be included in income from
continuing operations at the date the change in tax status occurs. On August 29,
1997, when CompuCredit, L.P. converted to a C-corporation status for legal and
tax purposes and became subject to income taxes, deferred tax assets and
liabilities were recognized for existing temporary differences. At that date, a
tax benefit of $82,000 was recorded related to the recognition of existing
deferred tax assets. Such benefit was fully offset by a $82,000 valuation
allowance.

The current and deferred portions of federal and state income tax expense
are as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR ENDED
AUGUST 14, 1996 DECEMBER 31,
(INCEPTION) TO --------------------
DECEMBER 31, 1996 1997 1998
----------------------- --------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
Federal income tax expense:
Current tax expense................................................. $ -- $ -- $ 8,436
Deferred tax expense................................................ -- -- 5,419
------ --------- ---------
Total federal income tax expense...................................... -- -- 13,855
State income tax expense:
Current tax expense................................................. -- -- 965
Deferred tax expense................................................ -- -- 659
------ --------- ---------
Total state income tax expense........................................ -- -- 1,624
------ --------- ---------
Total income tax expense.............................................. $ -- $ -- $ 15,479
------ --------- ---------
------ --------- ---------
</TABLE>

F-13
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. INCOME TAXES (CONTINUED)
Income tax expense differed from amounts computed by applying the statutory
U.S. Federal income tax rate to pretax income from operations as a result of the
following:

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE YEAR ENDED
AUGUST 14, 1996 DECEMBER 31,
(INCEPTION) TO --------------------
DECEMBER 31, 1996 1997 1998
------------------- --------- ---------
<S> <C> <C> <C>
(IN THOUSANDS)
Taxes at statutory rate.................................................... $ -- $ -- $ 14,318
Increase in income taxes resulting from:
State income tax expense, net of federal income tax benefit.............. -- -- 1,042
Change in valuation allowance............................................ -- -- 82
Other, net............................................................... -- -- 37
------ --------- ---------
Total income tax expense................................................... $ -- $ -- $ 15,479
------ --------- ---------
------ --------- ---------
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities at December 31,
1997 and 1998 are presented below:

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Deferred tax assets:
Depreciation and amortization......................................................... $ 15 $ 79
Loan loss provision................................................................... 368 --
Net operating loss carryforwards...................................................... 795 --
Other, net............................................................................ -- 146
--------- ---------
Total deferred tax asset................................................................ 1,178 225
Deferred tax liabilities:
Loan loss provision................................................................... -- (2,447)
Cash advance fees..................................................................... -- (486)
Software development costs............................................................ (164) (550)
Deferred costs........................................................................ (585) (415)
Gain on securitization................................................................ (347) (2,405)
--------- ---------
Total deferred tax liability............................................................ (1,096) (6,303)
Valuation allowance..................................................................... (82) --
--------- ---------
Net deferred tax (liability) asset...................................................... $ -- $ (6,078)
--------- ---------
--------- ---------
</TABLE>

F-14
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
Numerator:
Net income (loss)......................................................................... $ (725) $ 25,430
Preferred stock dividends................................................................. (616) (1,800)
--------- ---------
Numerator for basic earnings per share--income (loss) attributable to common shareholders... (1,341) 23,630
Denominator:
Denominator for basic earnings per share--weighted average shares outstanding............... 2,062 2,087
--------- ---------
Basic earnings (loss) per share............................................................. $ (0.65) $ 11.32
--------- ---------
--------- ---------
</TABLE>

There are no differences between diluted and basic earnings per share.

11. STOCK OPTIONS

The Company has an Amended and Restated 1998 Stock Option Plan ("1998 Plan")
under which the Company may grant an aggregate of 78,947 shares of the Company's
common stock to members of the Board of Directors, employees, consultants and
advisors of the Company. The exercise price per share of the options may be less
than, equal to or greater than the market price on the date the option is
granted. The option period will not exceed 10 years from the date of grant.
Information related to options outstanding under the 1998 Plan is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
NUMBER PRICE
----------- ---------
<S> <C> <C>
For the year ended December 31, 1998
Under option, beginning of year.......................................... -- $ --
Granted.............................................................. 3,995 187.74
Exercised............................................................ -- --
Expired.............................................................. -- --
----- ---------
Under option, end of year................................................ 3,995 $ 187.74
----- ---------
----- ---------
</TABLE>

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
WEIGHTED REMAINING
AVERAGE CONTRACTUAL
EXERCISE LIFE IN
NUMBER PRICE YEARS
----------- --------- ------------
<S> <C> <C> <C>
Options outstanding not exercisable, end of year........... 3,995 $ 187.74 1
</TABLE>

As permitted by FASB Statement No. 123, "Accounting for Stock-Based
Compensation" ("Statement 123"), the Company recognizes compensation cost for
stock-based employee compensation awards in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued

F-15
<PAGE>
COMPUCREDIT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. STOCK OPTIONS (CONTINUED)
to Employees." The Company did not recognize any compensation expense for
stock-based employee compensation awards for the years ended December 31, 1997
and 1998.

If the Company had recognized compensation expense in accordance with
Statement 123, net income and net income per share would have been $25,427,000
and $11.32, respectively, for the year ended December 31, 1998. The per share
weighted average fair value of stock options granted during 1998 was $6.42,
using the Minimum Value option pricing model. The fair value of the options
granted during the year was based upon the discounted value of future cash flows
of the options using the following assumptions for 1998: Risk free interest rate
- -6.0%, expected life of the options - 5.0 years and expected dividends (as a
percent of the fair value of the stock) - 0%.

12. RELATED PARTY TRANSACTIONS

During 1998, the Company entered into a note with a related party in the
face amount of $13,000,000. Under the terms of the promissory note, interest
accrued at a rate of 2.0% per month and was payable monthly in arrears. In July
1998, the promissory note and all accrued interest was paid in full.

13. SUBSEQUENT EVENTS

On February 10, 1999, third party investors purchased the outstanding
undivided interest in one of the Company's securitization structures for cash.
The price paid by the purchasers exceeded the amounts required to be paid to the
selling investors, which was limited to the selling investors' outstanding
investment, accrued interest and unpaid fees. The excess totaled $31.4 million,
of which $5.0 million was deposited into a reserve account to serve as a credit
enhancement that was required by the new investors. The remaining $26.4 million
was remitted to the Company's wholly owned subsidiary created in connection with
the securitization.

The Company expects to file Amendment No. 2 to its Form S-1 to register
8,125,000 shares of its common stock to be issued in an initial public offering
on or about February 24, 1999.

F-16
<PAGE>
[DESCRIPTION OF OMITTED GRAPHICAL MATERIAL

Clockwise from the top left corner of the page, there are photographs of a
computer chip, a magnetic computer reel, a hand holding a fiber optic cable and
the dial pad of a touch tone phone. The CompuCredit logo and the text
"transforming information into value" is superimposed on the photographs at the
left top corner of the page.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS
TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF
THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY
SALE OF OUR COMMON STOCK.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary..................................... 1
Risk Factors........................................... 7
Forward-Looking Statements............................. 14
The Company............................................ 14
Use of Proceeds........................................ 14
Dividend Policy........................................ 14
Dilution............................................... 15
Capitalization......................................... 16
Selected Consolidated Financial Data................... 17
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 19
Business............................................... 32
Management............................................. 43
Principal Shareholders................................. 49
Certain Transactions................................... 50
Description of Capital Stock........................... 51
Shares Eligible for Future Sale........................ 53
Underwriting........................................... 56
Available Information.................................. 58
Legal Matters.......................................... 58
Experts................................................ 58
Index to Financial Statements.......................... F-1
</TABLE>

-------------------

UNTIL , ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

5,000,000 SHARES

[LOGO]

COMPUCREDIT CORPORATION
COMMON STOCK

-----------------

PROSPECTUS

-----------------

PAINEWEBBER INCORPORATED
BEAR, STEARNS & CO. INC.
NATIONSBANC MONTGOMERY
SECURITIES LLC

-----------

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Registration fee to Securities and Exchange Commission.......... $ 82,000
National Association of Securities Dealers, Inc. filing fee..... 29,300
NASDAQ National Market Listing fee.............................. 96,000
Transfer Agent's and Registrar's fees........................... 3,500
Printing and engraving costs.................................... 225,000
Accounting fees and expenses.................................... 150,000
Legal fees and expenses......................................... 350,000
Directors and officers liability insurance...................... 390,000
Miscellaneous expenses.......................................... 74,200
---------
Total........................................................... $1,400,000
</TABLE>

The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. All of the above items include amounts paid
in connection with CompuCredit Corporation's Registration Statement on Form S-1
(File No. 333-62327) filed with the Securities and Exchange Commission on August
27, 1998.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Georgia Business Corporation Code (the "GBCC") permits a corporation to
eliminate or limit the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of duty of care or other duty
as a director, provided that no provisions shall eliminate or limit the
liability of a director: (i) for any appropriation, in violation of his duties,
of any business opportunity of the corporation; (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii) for unlawful
corporate distributions; or (iv) for any transaction from which the director
received an improper personal benefit. This provision pertains only to breaches
of duty by directors in their capacity as directors (and not in any other
corporate capacity, such as officers) and limits liability only for breaches of
fiduciary duties under the GBCC (and not for violation of other laws, such as
the federal securities laws). The Amended and Restated Articles of Incorporation
exonerate the directors of CompuCredit Corporation (the "Company") from monetary
liability to the extent permitted by this statutory provision.

The Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws also provide that the Company shall indemnify any director, and
may indemnify any officer, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
by or in the right of the Company), by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company
(and with respect to any criminal action or proceeding, if such person had no
reasonable cause to believe such person's conduct was unlawful), to the maximum
extent permitted by, and in the manner provided by, the GBCC. In addition, the
Amended and Restated Bylaws provide that the Company will advance to its
directors, and may advance to its officers, reasonable expenses of

II-1
<PAGE>
any such proceeding; provided that, such person furnishes the Company with (i) a
written affirmation of such person's good faith belief that such person has met
the applicable standard of conduct and (ii) a written undertaking to repay any
advances if it is ultimately determined that such person is not entitled to
indemnification.

Notwithstanding any provision of the Company's Amended and Restated Articles
of Incorporation and Amended and Restated Bylaws to the contrary, the GBCC
provides that the Company shall not indemnify a director or officer for any
liability incurred in a proceeding in which the director or officer is adjudged
liable to the Company or is subjected to injunctive relief in favor of the
Company: (i) for any appropriation, in violation of his duties, of any business
opportunity of the Company; (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for unlawful corporate
distributions; and (iv) for any transaction from which the director or officer
received an improper personal benefit.

The Underwriting Agreement filed as Exhibit 1.1 hereto also contains certain
provisions pursuant to which certain officers, directors and controlling persons
of the Company may be entitled to be indemnified by the underwriters named
therein.

The Company intends to purchase insurance with respect to, among other
things, liabilities that may accrue under the statutory provisions referred to
above.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The share numbers provided in this Item 15 do not reflect the stock split to
be effected by the Company upon closing of the offering.

On August 29, 1997, the Registrant issued to the partners of CompuCredit,
L.P., a Georgia limited partnership, in connection with the merger of
CompuCredit, L.P. with and into the Registrant, an aggregate of 2,000,000 shares
of common stock and 200,000 shares of preferred stock in exchange for an
aggregate of 86 Series A Units, 14 Series B Units and 1 Series C Unit of
CompuCredit, L.P. This transaction was exempt from registration under Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"), based on
the facts set forth below.

On August 29, 1997, the Registrant issued to Atlantic Equity Corporation, in
connection with the execution of a certain Certificate Purchase Agreement
relating to a securitization of credit card receivables by the Company, an
aggregate of 61,855 shares of common stock in consideration of the benefits
accruing to the Registrant under such Certificate Purchase Agreement. This
transaction was exempt from registration under Section 4(2) of the Securities
Act, based on the facts set forth below. On August 21, 1998, the Registrant
issued to Greystone Capital Partners I, L.P., in a private placement exempt from
registration under Section 4(2) of the Securities Act based on the facts set
forth below, an aggregate of 68,728 shares of common stock for an aggregate
purchase price of $10,000,000.

All of the shares of common stock were acquired by the investors described
above for investment purposes and with no present intention toward the resale or
distribution thereof. The offers and sales were made without public
solicitation, and the stock certificates bear restrictive legends. No
underwriter was involved in the transactions, and no commissions were paid.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.

3.1+ Form of Amended and Restated Articles of Incorporation of Registrant to be
filed prior to the effectiveness of this Registration Statement.

3.2+ Form of Amended and Restated Bylaws of Registrant.
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
4.1++ Form of certificate representing shares of the Registrant's common stock.

5.1++ Legal opinion of Troutman Sanders LLP regarding legality of securities being
registered.

10.1+ Stockholders Agreement, dated as of August 29, 1997, by and among the
Registrant, CompuCredit Management Corp., Frank J. Hanna, III, as Trustee of
Bravo Trust One, David G. Hanna, as Trustee of Bravo Trust Two, Brett M.
Samsky, Richard W. Gilbert, Richard R. House, Jr., Ashley L. Johnson and
Atlantic Equity Corporation.

10.2++ Amended and Restated 1998 Stock Option Plan.

10.3++ Form of Employment Agreement with Schedule of Terms.

10.4.1+ Master Trust Pooling and Servicing Agreement, dated as of August 29, 1997,
among CompuCredit Funding Corp., as Transferor, CompuCredit Corporation, as
Servicer, and Bankers Trust Company, as Trustee.

10.4.2+ Amendment No. 1, dated as of April 17, 1998, to the Pooling and Servicing
Agreement, dated as of August 29, 1997, among CompuCredit Funding Corp., as
Transferor, CompuCredit Corporation as Servicer, and Bankers Trust Company, as
Trustee.

10.4.3*+ Series 1997-One Supplement, dated as of August 29, 1997, to the Pooling and
Servicing Agreement, among CompuCredit Funding Corp., as Transferor,
CompuCredit Corporation, as Servicer, and Bankers Trust Company, as Trustee.

10.4.4+ Amendment No. 2, dated as of April 17, 1998, to the Series 1997-One Supplement,
dated as of August 29, 1997, among CompuCredit Funding Corp., as Transferor,
CompuCredit Corporation, as Servicer, and Bankers Trust Company, as Trustee.

10.4.5*++ Series 1999-One Supplement, dated as of January 12, 1999, to the Pooling and
Servicing Agreement, among CompuCredit Funding Corp., as Transferor,
CompuCredit Corporation, as Servicer, and Bankers Trust Company, as Trustee.

10.5*+ Transfer and Administration Agreement, dated as of April 17, 1998, among Kitty
Hawk Funding Corporation, as Buyer, Atlantic Equity Corporation, as Buyer,
CompuCredit Acquisition Funding Corp., as Transferor, CompuCredit Corporation,
as Servicer and Guarantor, and NationsBank, N.A. as Agent and Bank Investor.

10.6+ Agreement, dated as of September 23, 1997, by and among CompuCredit
Corporation, Visionary Systems, Inc. and VSX Corporation.

10.7.1*+ Affinity Card Agreement, dated as of January 6, 1997, between Columbus Bank and
Trust Company and CompuCredit, L.P.

10.7.2+ Amendment to Affinity Card Agreement, dated as of March 26, 1998, between
Columbus Bank and Trust Company and CompuCredit Corporation, as successor to
CompuCredit, L.P.

10.7.3++ Amendment to Affinity Card Agreement, dated as of August 1, 1998, by and among
Columbus Bank and Trust Company and CompuCredit Corporation, as successor to
CompuCredit, L.P., and CompuCredit Acquisition Corp.

10.7.4*++ Facilities Management Services Agreement, dated as of August 1, 1998, between
Columbus Bank and Trust Company and CompuCredit Corporation, as successor to
CompuCredit, L.P.

10.7.5++ Amendment to Affinity Card Agreement and Facilities Management Agreement, dated
as of November 11, 1998, by and among Columbus Bank and Trust Company,
CompuCredit Corporation, as successor to CompuCredit, L.P., and CompuCredit
Acquisition Corp.
</TABLE>

II-3

<PAGE>

10.9*++ Transfer and Administration Agreement, dated as of February 10, 1999, among
Sheffield Receivables Corporation, as Buyer, CompuCredit Acquisition Funding
Corp., as Transferor, CompuCredit Corporation, individually and as the Servicer
and Guarantor and Barclays Bank PLC, as Agent.

10.10*++ Amendment No. 4, dated as of October 12, 1998, to the Series 1997-One
Supplement, dated as of August 29, 1997, among CompuCredit Funding Corp., as
Transferor, CompuCredit Corporation, as Servicer, and Bankers Trust Company, as
Trustee.

21.1++ Subsidiaries of the Registrant.

23.1 Consent of Ernst & Young LLP.

23.2++ Consent of Troutman Sanders LLP (included in Exhibit 5.1).

24.1++ Power of Attorney.

27.1++ Financial Data Schedule.
</TABLE>

- ------------------------

* Confidential treatment requested as to certain omitted portions of this
exhibit, which portions have been filed separately with the Securities and
Exchange Commission.

+ Incorporated by reference to CompuCredit's Registration Statement on Form
S-1 (File No. 333-62327) filed with the Commission on August 27, 1998.

++ Previously filed.

II-4
<PAGE>
ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the 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 to the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, 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.

(2) 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 hereof.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on the 22nd day of April, 1999.

COMPUCREDIT CORPORATION

By: /s/ DAVID G. HANNA
-----------------------------------------
David G. Hanna
President

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

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

/s/ DAVID G. HANNA President and Director
- ------------------------------ (Principal Executive April 22, 1999
David G. Hanna Officer)

/s/ BRETT M. SAMSKY Chief Financial Officer
- ------------------------------ (Principal Financial April 22, 1999
Brett M. Samsky Officer)

/s/ ASHLEY L. JOHNSON Controller (Principal
- ------------------------------ Accounting Officer) April 22, 1999
Ashley L. Johnson

II-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.
3.1+ Form of Amended and Restated Articles of Incorporation of Registrant to be
filed prior to the effectiveness of this Registration Statement.
3.2+ Form of Amended and Restated Bylaws of Registrant.
4.1++ Form of certificate representing shares of the Registrant's Common Stock.
5.1++ Legal opinion of Troutman Sanders LLP regarding legality of securities being
registered.
10.1+ Stockholders Agreement, dated as of August 29, 1997, by and among the
Registrant, CompuCredit Management Corp., Frank J. Hanna, III, as Trustee of
Bravo Trust One, David G. Hanna, as Trustee of Bravo Trust Two, Brett M.
Samsky, Richard W. Gilbert, Richard R. House, Jr., Ashley L. Johnson and
Atlantic Equity Corporation.
10.2++ Amended and Restated 1998 Stock Option Plan.
10.3++ Form of Employment Agreement with Schedule of Terms.
10.4.1+ Master Trust Pooling and Servicing Agreement, dated as of August 29, 1997,
among CompuCredit Funding Corp., as Transferor, CompuCredit Corporation, as
Servicer, and Bankers Trust Company, as Trustee.
10.4.2+ Amendment No. 1, dated as of April 17, 1998, to the Pooling and Servicing
Agreement, dated as of August 29, 1997, among CompuCredit Funding Corp., as
Transferor, CompuCredit Corporation as Servicer, and Bankers Trust Company,
as Trustee.
10.4.3*+ Series 1997-One Supplement, dated as of August 29, 1997, to the Pooling and
Servicing Agreement, among CompuCredit Funding Corp., as Transferor,
CompuCredit Corporation, as Servicer, and Bankers Trust Company, as Trustee.
10.4.4+ Amendment No. 2, dated as of April 17, 1998, to the Series 1997-One
Supplement, dated as of August 29, 1997, among CompuCredit Funding Corp., as
Transferor, CompuCredit Corporation, as Servicer, and Bankers Trust Company,
as Trustee.
10.4.5*++ Series 1999-One Supplement, dated as of January 12, 1999, to the Pooling and
Servicing Agreement, among CompuCredit Funding Corp., as Transferor,
CompuCredit Corporation, as Servicer, and Bankers Trust Company, as Trustee.
10.5*+ Transfer and Administration Agreement, dated as of April 17, 1998, among
Kitty Hawk Funding Corporation, as Buyer, Atlantic Equity Corporation, as
Buyer, CompuCredit Acquisition Funding Corp., as Transferor, CompuCredit
Corporation, as Servicer and Guarantor, and NationsBank, N.A. as Agent and
Bank Investor.
10.6+ Agreement, dated as of September 23, 1997, by and among CompuCredit
Corporation, Visionary Systems, Inc. and VSX Corporation.
10.7.1*+ Affinity Card Agreement, dated as of January 6, 1997, between Columbus Bank
and Trust Company and CompuCredit, L.P.
10.7.2+ Amendment to Affinity Card Agreement, dated as of March 26, 1998, between
Columbus Bank and Trust Company and CompuCredit Corporation, as successor to
CompuCredit, L.P.
10.7.3++ Amendment to Affinity Card Agreement, dated as of August 1, 1998, by and
among Columbus Bank and Trust Company and CompuCredit Corporation, as
successor to CompuCredit, L.P., and CompuCredit Acquisition Corp.
10.7.4*++ Facilities Management Services Agreement, dated as of August 1, 1998, between
Columbus Bank and Trust Company and CompuCredit Corporation, as successor to
CompuCredit, L.P.
10.7.5++ Amendment to Affinity Card Agreement and Facilities Management Agreement,
dated as of November 11, 1998, by and among Columbus Bank and Trust Company,
CompuCredit Corporation, as successor to CompuCredit, L.P., and CompuCredit
Acquisition Corp.
</TABLE>

<PAGE>

<TABLE>
<C> <S>
10.8*++ Transfer and Administration Agreement, dated as of November 30, 1998, among
Sheffield Receivables Corporation, as Buyer, CompuCredit Acquisition Funding
Corp. II, as Transferor, CompuCredit Corporation, as Servicer and Guarantor,
and Barclays Bank PLC, as Agent.
10.9*++ Transfer and Administration Agreement, dated as of February 10, 1999, among
Sheffield Receivables Corporation, as Buyer, CompuCredit Acquisition Funding
Corp., as Transferor, CompuCredit Corporation, individually and as the
Servicer and Guarantor and Barclays Bank PLC, as Agent.
10.10*++ Amendment No. 4, dated as of October 12, 1998, to the Series 1997--One
Supplement, dated as of August 29, 1997, among CompuCredit Funding Corp., as
Transferor, CompuCredit Corporation, as Servicer, and Bankers Trust Company,
as Trustee.
21.1++ Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
23.2++ Consent of Troutman Sanders LLP (included in Exhibit 5.1).
24.1++ Power of Attorney.
27.1++ Financial Data Schedule.
</TABLE>

- ------------------------

* Confidential treatment requested as to certain omitted portions of this
exhibit, which portions have been filed separately with the Securities and
Exchange Commission.

+ Incorporated by reference to CompuCredit's Registration Statement on Form
S-1 (File No. 333-62327), filed with the Commission on August 27, 1998.

++ Previously filed.

<PAGE>

8,125,000 Shares
COMPUCREDIT CORPORATION

Common Stock

UNDERWRITING AGREEMENT

April __, 1999
PAINEWEBBER INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BEAR, STEARNS & CO. INC.
As Representatives of the
several Underwriters
c/o PaineWebber Incorporated
1285 Avenue
of the Americas
New York, New York 10019

Ladies and Gentlemen:

CompuCredit Corporation, a Georgia corporation (the
"Company"), proposes to sell an aggregate of 5,000,000 shares (the "Firm
Shares") of the Company's Common Stock, no par value (the "Common Stock"), to
you and to the other underwriters named in Schedule I (collectively, the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"). The Company has also agreed to grant to you and the other
Underwriters an option (the "Option") to purchase up to an additional 750,000
shares of Common Stock (the "Option Shares") on the terms and for the purposes
set forth in Section l(b). The Firm Shares and the Option Shares are hereinafter
collectively referred to as the "Shares."

The initial public offering price per share for the Shares and
the purchase price per share for the Shares to be paid by the several
Underwriters shall be agreed upon, by the Company and the Representatives,
acting on behalf of the several Underwriters, and such agreement shall be set
forth in a separate written instrument substantially in the form of Exhibit A
hereto (the "Price Determination Agreement"). The Price Determination Agreement
may take the form of an exchange of any standard form of written
telecommunication among the Company and the Representatives and shall specify
such applicable information as is indicated in Exhibit A hereto. The offering of
the Shares will be governed by this Agreement, as supplemented by the Price
Determination Agreement. From and after the date of the execution and delivery
of the Price Determination Agreement, this Agreement shall be deemed to
incorporate, and, unless the context otherwise indicates, all references
contained herein to "this Agreement" and to the phrase "herein" shall be deemed
to include the Price Determination Agreement.

The Company confirms as follows its agreements with the
Representatives and the several other Underwriters.

<PAGE>

1. AGREEMENT TO SELL AND PURCHASE.

(a). On the basis of the representations, warranties
and agreements of the Company herein contained and subject to all the terms and
conditions of this Agreement, the Company agrees to sell to each Underwriter
named below, and each Underwriter, severally and not jointly, agrees to purchase
from the Company at the purchase price per share for the Firm Shares to be
agreed upon by the Representatives and the Company in accordance with Section
l(c) or l(d) hereof and set forth in the Price Determination Agreement, the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule 1, plus such additional number of Firm Shares which such Underwriter
may become obligated to purchase pursuant to Section 8 hereof.

(b). Subject to all the terms and conditions
of this Agreement, the Company grants the Option to the several Underwriters to
purchase, severally and not jointly, up to 750,000 Option Shares from the
Company at the same price per share as the Underwriters shall pay for the Firm
Shares. The Option may be exercised only to cover over-allotments in the sale of
the Firm Shares by the Underwriters and may be exercised in whole or in part at
any time (but not more than once) on or before the 30th day after the date of
this Agreement (or, if the Company has elected to rely on Rule 430A, on or
before the 30th day after the date of the Price Determination Agreement), upon
written or telegraphic notice (the "Option Shares Notice") by the
Representatives to the Company no later than 12:00 noon, New York City time, at
least two and no more than five business days before the date specified for
closing on the Option Shares Notice (the "Option Closing Date") setting forth
the aggregate number of Option Shares to be purchased and the time and date for
such purchase. On the Option Closing Date, the Company will issue and sell to
the Underwriters the number of Option Shares set forth in the Option Shares
Notice, and each Underwriter will purchase such percentage of the Option Shares
as is equal to the percentage of Firm Shares that such Underwriter is
purchasing, as adjusted by the Representatives in such manner as they deem
advisable to avoid fractional shares.

(c). The initial public offering price per share for
the Firm Shares and the purchase price per share for the Firm Shares to be paid
by the several Underwriters shall be agreed upon and set forth in the Price
Determination Agreement, if the Company has elected to rely on Rule 430A. In the
event such price has not been agreed upon and the Price Determination Agreement
has not been executed by the close of business on the fourteenth business day
following the date on which the Registration Statement (as hereinafter defined)
becomes effective, this Agreement shall terminate forthwith, without liability
of any party to any other party except that Section 6 shall remain in effect.

(d). If the Company has elected not to rely on Rule
430A, the initial public offering price per share for the Firm Shares and the
purchase price per share for the Firm Shares to be paid by the several
Underwriters shall be agreed upon and set forth in the Price Determination
Agreement, which shall be dated the date hereof, and an amendment to the
Registration Statement containing such per share price information shall be
filed before the Registration Statement becomes effective.

<PAGE>

2. DELIVERY AND PAYMENT. Delivery of the Firm Shares shall be
made to the Representatives for the accounts of the Underwriters at the office
of Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, New York
10103, against payment of the purchase price by wire transfer of Federal Funds
or similar same day funds to an account designated in writing by the Company to
PaineWebber Incorporated at least one business day prior to the Closing Date (as
hereinafter defined). Such payment shall be made at 10:00 a.m., New York City
time, on the third business day (or fourth business day, if the Price
Determination Agreement is executed after 4:30 p.m.) after the date on which the
first bona fide offering of the Shares to the public is made by the Underwriters
or at such time on such other date, not later than ten business days after such
date, as may be agreed upon by the Company and the Representatives (such date is
hereinafter referred to as the "Closing Date").

To the extent the Option is exercised, delivery of
the Option Shares against payment by the Underwriters (in the manner specified
above) will take place at the offices specified above for the Closing Date at
the time and date (which may be the Closing Date) specified in the Option Shares
Notice.

Certificates evidencing the Shares shall be in
definitive form and shall be registered in such names and in such denominations
as the Representatives shall request at least two business days prior to the
Closing Date or the Option Closing Date, as the case may be, by written notice
to the Company. For the purpose of expediting the checking and packaging of
certificates for the Shares, the Company agrees to make such certificates
available for inspection at least 24 hours prior to the Closing Date or the
Option Closing Date, as the case may be.

The cost of original issue tax stamps, if any, in
connection with the issuance and delivery of the Firm Shares and Option Shares
by the Company to the respective Underwriters shall be borne by the Company. The
Company will pay and save each Underwriter and any subsequent holder of the
Shares harmless from any and all liabilities with respect to or resulting from
any failure or delay in paying Federal and state stamp and other transfer taxes,
if any, which may be payable or determined to be payable in connection with the
original issuance or sale to such Underwriter of the Firm Shares and Option
Shares.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents, warrants and covenants to each Underwriter that:

(a). A registration statement (Registration No.
333-69879) on Form S-1 relating to the Shares, including a preliminary
prospectus and such amendments to such registration statement as may have been
required to the date of this Agreement, has been prepared by the Company under
the provisions of the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations (collectively referred to as the "Rules and Regulations")
of the Securities and Exchange Commission (the "Commission") thereunder, and has
been filed with the Commission. The term "preliminary prospectus" as used herein
means a preliminary prospectus as contemplated by Rule 430 or Rule 430A ("Rule
430A") of the Rules and Regulations included at any time as part of the
registration statement. Copies of such registration statement and amendments and
of each related preliminary prospectus have been delivered to the
Representatives. The term "Registration Statement" means the registration
statement as amended

3
<PAGE>

at the time it becomes or became effective (the "Effective Date"), including
financial statements and all exhibits and any information deemed to be included
by Rule 430A or Rule 434 of the Rules and Regulations. The term "Prospectus"
means the prospectus as first filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations or, if no such filing is required, the form of
final prospectus included in the Registration Statement at the Effective Date.

(b). The Commission has not issued any order preventing
or suspending the use of any preliminary prospectus. On the Effective Date, the
date the Prospectus is first filed with the Commission pursuant to Rule 424(b)
(if required), at all times subsequent to and including the Closing Date and, if
later, the Option Closing Date and when any post-effective amendment to the
Registration Statement becomes effective or any amendment or supplement to the
Prospectus is filed with the Commission, the Registration Statement and the
Prospectus (as amended or as supplemented if the Company shall have filed with
the Commission any amendment or supplement thereto), including the financial
statements included in the Prospectus, did or will comply with all applicable
provisions of the Act and the Rules and Regulations and will contain all
statements required to be stated therein in accordance with the Act and the
Rules and Regulations. On the Effective Date and when any post-effective
amendment to the Registration Statement becomes effective, no part of the
Registration Statement as amended through such date or any such amendment did or
will contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading. At the Effective Date, the date the Prospectus or any
amendment or supplement to the Prospectus is filed with the Commission and at
the Closing Date and, if later, the Option Closing Date, the Prospectus, as
amended or supplemented through such date, did not or will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The foregoing representations and warranties in
this Section 3(b) do not apply to any statements or omissions made in reliance
on and in conformity with information relating to any Underwriter furnished in
writing to the Company by the Representatives specifically for inclusion in the
Registration Statement or Prospectus or any amendment or supplement thereto. For
all purposes of this Agreement, the statements set forth in the Prospectus (i)
on the cover page with respect to price, underwriting discounts and commissions
and (ii) under the heading "Underwriting" in any Preliminary Prospectus or the
Prospectus (to the extent such statements relate to the Underwriters) constitute
the only information furnished by or on behalf of the Underwriters to the
Company for use in connection with the preparation of the Registration Statement
and the Prospectus. The Company has not distributed any offering material in
connection with the offering or sale of the Shares other than the Registration
Statement, the preliminary prospectus, the Prospectus or any other materials, if
any, permitted by the Act.

(c). The only subsidiaries (as defined in the Rules and
Regulations) of the Company are the subsidiaries listed on Exhibit 21 to the
Registration Statement (the "Subsidiaries"). The Company and each of its
Subsidiaries is, and at the Closing Date will be, a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation. The Company and each of its Subsidiaries has, and at the Closing
Date will have, full power and authority to conduct all the activities conducted
by it, to own or

<PAGE>

lease all the assets owned or leased by it and to conduct its business as
described in the Registration Statement and the Prospectus. The Company and each
of its Subsidiaries is, and at the Closing Date will be, duly licensed or
qualified to do business and in good standing as a foreign corporation in all
jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not have a material adverse effect on the financial condition or results
of operations of the Company and its Subsidiaries taken as a whole. All of the
outstanding shares of capital stock of the Subsidiaries have been duly
authorized and validly issued and are fully paid and non-assessable and are
owned by the Company free and clear of all liens, encumbrances and claims
whatsoever. Except for the stock of the Subsidiaries and as disclosed in the
Registration Statement, the Company does not own, and at the Closing Date will
not own, directly or indirectly, any shares of stock or any other equity or
long-term debt securities of any corporation or have any equity interest in any
firm, partnership, joint venture, association or other entity. Complete and
correct copies of the certificate of incorporation and of the by-laws of the
Company and each of its Subsidiaries and all amendments thereto have been
delivered to the Representatives, and no changes therein will be made subsequent
to the date hereof and prior to the Closing Date or, if later, the Option
Closing Date.

(d). The Company has, and at the Closing Date will
have, an authorized, issued and outstanding capitalization as set forth in the
Registration Statement and the Prospectus. The outstanding shares of Common
Stock have been, and the Shares to be issued and sold by the Company upon such
issuance will be, duly authorized, validly issued, fully paid and nonassessable
and will not be subject to any preemptive or similar right. The description of
the Common Stock in the Registration Statement and the Prospectus at the Closing
Date will be complete and accurate in all respects. Except as set forth in the
Prospectus, the Company does not have outstanding, and at the Closing Date will
not have outstanding, any options to purchase, or any rights or warrants to
subscribe for, or any securities or obligations convertible into, or any
contracts or commitments to issue or sell, any shares of Common Stock, any
shares of capital stock of any Subsidiary or any such warrants, convertible
securities or obligations.

(e). The financial statements and schedules included in
the Registration Statement and the Prospectus present fairly the consolidated
financial condition of the Company as of the respective dates thereof and the
consolidated results of operations and cash flows of the Company for the
respective periods covered thereby, all in conformity with generally accepted
accounting principles applied on a consistent basis throughout the entire period
involved, except as otherwise disclosed in the Prospectus. No other financial
statements or schedules of the Company are required by the Act or the Rules and
Regulations to be included in the Registration Statement or the Prospectus.
Ernst & Young LLP (the "Accountants") who have reported on the Company's audited
financial statements and schedules, are independent accountants with respect to
the Company as required by the Act and the Rules and Regulations. The statements
included in the Registration Statement with respect to the Accountants pursuant
to Rule 509 of Regulation S-K of the Rules and Regulations are true and correct
in all material respects.

(f). The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with

5
<PAGE>

management's general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

(g). Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus and prior
to the Closing Date, except as set forth in or contemplated by the Registration
Statement and the Prospectus, (i) there has not been and will not have been any
material change in the capitalization of the Company, or in the business,
properties, business prospects, condition (financial or otherwise) or results
of operations of the Company and its Subsidiaries, arising for any reason
whatsoever, (ii) neither the Company nor any of its Subsidiaries has incurred
nor will it incur any material liabilities or obligations, direct or
contingent, nor has it entered into nor will it enter into any material
transactions other than pursuant to this Agreement and the transactions
referred to herein and (iii) the Company has not and will not have paid or
declared any dividends or other distributions of any kind on any class of its
capital stock.

(h). The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940, as amended.

(i). Except as set forth in the Registration Statement
and the Prospectus, there are no actions, suits or proceedings pending or to the
Company's knowledge, threatened against or affecting the Company or any of its
Subsidiaries or any of their respective officers in their capacity as such,
before or by any Federal, state or local court, commission, regulatory body,
administrative agency or other governmental body, domestic or foreign, wherein
an unfavorable ruling, decision or finding which, in any such case, might
reasonably be expected to materially and adversely affect the Company and any of
its Subsidiaries or its business, properties, business prospects, condition
(financial or otherwise) or results of operations.

(j). The Company and each of its Subsidiaries has, and
at the Closing Date will have, (i) all governmental licenses, permits, consents,
orders, approvals and other authorizations necessary to carry on its business as
contemplated in the Prospectus, and all such licenses, permits and other
governmental authorizations are and will be in full force and effect, in each
case except where the failure to have any such license, permit, consent,
order, approval or other authorization or the failure of any such license,
permit or other governmental authorization to be in full force and effect
would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole, and each of the Company and the Subsidiaries is in all
material respects complying therewith; and, except as disclosed in the
Registration Statement and Prospectus, neither the Company nor any of its
Subsidiaries has received notice of any proceeding or action relating to the
revocation or modification of any such license, permit or other governmental
authorization, (ii) complied in all material respects with all laws,
regulations and orders applicable to it or its business and (iii) performed
all its obligations required to be performed by it, and is not, and at the
Closing Date will not be, in default, under any material provision of any
indenture, mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement, lease, contract or other agreement or
instrument (collectively, a "contract or other agreement") to which it is a
party or

<PAGE>

by which its property is bound or affected. To the best knowledge of the Company
and each of its Subsidiaries, no other party under any contract or other
agreement to which it is a party is in default in any material respect
thereunder. Neither the Company nor any of its Subsidiaries is, nor at the
Closing Date will any of them be, in violation of any provision of its
certificate of incorporation or by-laws.

(k). No consent of any person and no license, approval,
authorization, exemption by notice or report to or order of, or any filing or
declaration with, any court or governmental agency or body is required in
connection with the authorization, issuance, transfer, sale or delivery of the
Shares by the Company, in connection with the execution, delivery and
performance of this Agreement by the Company or in connection with the taking by
the Company of any action contemplated hereby, except such as have been obtained
under the Act or the Rules and Regulations and such as may be required under
state securities or Blue Sky laws or the by-laws and rules of the National
Association of Securities Dealers, Inc. (the "NASD") in connection with the
purchase and distribution by the Underwriters of the Shares.

(l). Columbus Bank and Trust Company is a bank duly
organized, validly existing and in good standing under the laws of the State of
Georgia and is a licensed principal member of VISA, U.S.A. Inc.

(m). All terms of the Aspire Visa accounts and
cardholder agreements, and all solicitation materials and other documents,
materials and agreements supplied or communicated by or on behalf of the Company
in any form to cardholders or persons solicited by or on behalf of the Company
to become cardholders comply and will comply in all material respects with all
applicable laws and regulations and all applicable rules and regulations of
VISA, U.S.A. Inc.

(n). The Company has full corporate power and authority
to enter into this Agreement. This Agreement has been duly authorized, executed
and delivered by the Company and constitutes a valid and binding agreement of
the Company and is enforceable against the Company in accordance with the terms
hereof. The performance of this Agreement and the consummation of the
transactions contemplated hereby and the application of the net proceeds from
the offering and sale of the Shares in the manner set forth in the Prospectus
under "Use of Proceeds" will not result in the creation or imposition of any
lien, charge or encumbrance upon any of the assets of the Company or any of its
Subsidiaries pursuant to the terms or provisions of, or result in a breach or
violation of any of the terms or provisions of, or constitute either by itself
or upon notice or the passage of time or both, a default under, or give any
other party a right to terminate any of its obligations under, or result in the
acceleration of any obligation under, the certificate of incorporation or
by-laws of the Company or any of its Subsidiaries, any contract or other
agreement to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries or any of its properties is bound or
affected, or violate or conflict with any judgment, ruling, decree, order,
statute, rule or regulation of any court or other governmental agency or body
applicable to the business or properties of the Company or any of its
Subsidiaries, except for such breaches, violations or defaults which would not
materially and adversely affect the Company and its Subsidiaries, taken as a
whole.

7
<PAGE>

(o). The Company and each of its Subsidiaries has good
and marketable title to all properties and assets described in the Prospectus as
owned by it, free and clear of all liens, charges, encumbrances or restrictions,
except such as are described in the Prospectus or are not material to the
business of the Company or its Subsidiaries. The Company and each of its
Subsidiaries has valid, subsisting and enforceable leases for the properties
described in the Prospectus as leased by it, with such exceptions as are not
material and do not materially interfere with the use made and proposed to be
made of such properties by the Company and such Subsidiaries.

(p). There is no document or contract of a character
required to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement which is not described or
filed as required. All such contracts to which the Company or any Subsidiary is
a party have been duly authorized, executed and delivered by the Company or such
Subsidiary, constitute valid and binding agreements of the Company or such
Subsidiary and are enforceable against the Company or such Subsidiary in
accordance with the terms thereof.

(q). No statement, representation, warranty or covenant
made by the Company in this Agreement or made in any certificate or document
required by this Agreement to be delivered to the Representatives was or will
be, when made, inaccurate, untrue or incorrect.

(r). Neither the Company nor any of its directors,
officers or controlling persons has taken, directly or indirectly, any action
intended, or which might reasonably be expected, to cause or result, under the
Act or otherwise, in, or which has constituted, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Shares.

(s). Other than as disclosed in the Prospectus, no
holder of securities of the Company has rights to the registration of any
securities of the Company because of the filing of the Registration Statement.

(t). Prior to the Closing Date, the Shares will be duly
authorized for listing on the Nasdaq National Market upon official notice of
issuance.

(u). The Company and its Subsidiaries are in compliance
with all federal, state and local employment and labor laws, including, but not
limited to, laws relating to nondiscrimination in hiring, promotion and pay of
employees, except for such non-compliance that would not materially and
adversely affect the Company and its Subsidiaries; no labor dispute with the
employees of the Company or any Subsidiary exists or, to the knowledge of the
Company, is imminent or threatened; and the Company is not aware of any
existing, imminent or threatened labor disturbance by the employees of any of
its principal suppliers, service providers or contractors that could result in a
material adverse effect on the condition (financial or otherwise) or on the
earnings, business, properties, business prospects or operations of the Company
and its Subsidiaries, taken as a whole.

<PAGE>

(v). Except as set forth in the Prospectus, the Company
and its Subsidiaries own, or are licensed or otherwise have the full exclusive
right to use, the material patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, services marks and trade names (collectively, "patent and
proprietary rights") presently employed by them or which are necessary in
connection with the conduct of the business now operated by them, and neither
the Company nor any of its Subsidiaries has received any written notice or
otherwise has actual knowledge of any infringement of or conflict with asserted
rights of others or any other claims with respect to any patent or proprietary
rights, or of any basis for rendering any patent and proprietary rights invalid
or inadequate to protect the interest of the Company or any of its Subsidiaries.

(w). Neither the Company nor any of its Subsidiaries
nor, to the Company's knowledge, any employee or agent of the Company or any
Subsidiary has made any payment of funds of the Company or any Subsidiary or
received or retained any funds in violation of any law, rule or regulation,
which payment, receipt or retention of funds is of a character required to be
disclosed in the Prospectus.

(x). The Company has complied, and until the completion
of the distribution of the Shares will comply, with all of the provisions of
(including, without limitation, filing all forms required by) Section 517.075 of
the Florida Securities and Investor Protection Act and Regulation 3E-900.001
issued thereunder with respect to the offering and sale of the Shares.

(y). The Company maintains insurance with respect to
its properties and business of the types and in amounts generally deemed
adequate for its business and consistent with insurance coverage maintained by
similar companies and businesses, all of which insurance is in full force and
effect.

(z). The Company has filed all material federal, state
and foreign income and franchise tax returns and has paid all taxes shown as due
thereon, other than taxes which are being contested in good faith and for which
adequate reserves have been established in accordance with generally accepted
accounting principles ("GAAP"); and the Company has no knowledge of any tax
deficiency which has been or might be asserted or threatened against the
Company. There are no tax returns of the Company or any of its Subsidiaries that
are currently being audited by state, local or federal taxing authorities or
agencies (and with respect to which the Company or any Subsidiary has received
notice), where the findings of such audit, if adversely determined, would result
in a material adverse effect on the condition (financial or otherwise) or on the
earnings, business, properties, business prospects or operations of the Company
and its Subsidiaries, taken as a whole.

(aa). With respect to each employee benefit plan,
program and arrangement (including, without limitation, any "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA")) maintained or contributed to by the Company, or
with respect to which the Company could incur any liability under ERISA
(collectively, the "Benefit Plans"), no event has occurred and, to the

9
<PAGE>

best knowledge of the Company, there exists no condition or set of
circumstances, in connection with which the Company could be subject to any
liability under the terms of such Benefit Plan, applicable law (including,
without limitation, ERISA and the Internal Revenue Code of 1986, as amended) or
any applicable agreement that could materially adversely affect the business,
properties, business prospects, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries, taken as a whole.

(bb). YEAR 2000 COMPLIANCE. The Company has (i)
initiated a review and assessment of all areas within its and each of its
Subsidiaries; business and operations (including those affected by suppliers,
vendors and customers) that could be materially adversely affected by the risk
that any computer hardware, software, imbedded systems or applications used by
the Company or any of its Subsidiaries (or suppliers, vendors and customers) may
be unable to recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999 (the "Year 2000
Problem"), (ii) developed a plan and timeline for addressing the Year 2000
problem on a timely basis (the "Year 2000 Plan"), and (iii) to date, implemented
the Year 2000 Plan in accordance with that timetable. Based on the foregoing,
the Company believes that all computer hardware, software imbedded systems or
applications (including those of suppliers, vendors and customer) that are
material to its or any of its Subsidiaries' business and operations are
reasonably expected on a timely basis to be able to perform properly
date-sensitive functions for all dates before and after January 1, 2000, except
to the extent that a failure to do so would not have a material adverse effect
on the condition (financial or otherwise) or on the earnings, business,
properties, business prospects or operations of the Company and its
Subsidiaries, taken as a whole.

4. AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters as follows:

(a). The Company will not, either prior to the
Effective Date or thereafter during such period as the Prospectus is required by
law to be delivered in connection with sales of the Shares by an Underwriter or
dealer, file any amendment or supplement to the Registration Statement or the
Prospectus, unless a copy thereof shall first have been submitted to the
Representatives within a reasonable period of time prior to the filing thereof
and the Representatives shall not have objected thereto in good faith.

(b). The Company will use its best efforts to cause the
Registration Statement to become effective, and will notify the Representatives
promptly, and will confirm such advice in writing, (1) when the Registration
Statement has become effective and when any post-effective amendment thereto
becomes effective, (2) of any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus or for additional
information, (3) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose or the threat thereof, (4) of the happening of any
event during the period mentioned in the second sentence of Section 4(e) that in
the judgment of the Company makes any statement made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes in
the Registration Statement or the Prospectus in order to make the statements
therein, in light of the circumstances in which they are made, not misleading
and (5) of receipt by the Company or any

<PAGE>

representative or attorney of the Company of any other communication from the
Commission relating to the Registration Statement, any preliminary prospectus or
the Prospectus. If at any time the Commission shall issue any order suspending
the effectiveness of the Registration Statement, the Company will make every
reasonable effort to obtain the withdrawal of such order at the earliest
possible moment. The Company will use its best efforts to comply with the
provisions of and make all requisite filings with the Commission pursuant to
Rule 430A and to notify the Representatives promptly of all such filings.

(c). The Company will furnish to the Representatives,
without charge, two signed copies of the Registration Statement and of any
post-effective amendment thereto, including financial statements and schedules,
and all exhibits thereto and will furnish to the Representatives, without
charge, for transmittal to each of the other Underwriters, a copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules but without exhibits.

(d). The Company will comply with all the provisions of
any undertakings contained in the Registration Statement.

(e). On the Effective Date, and thereafter from time to
time, the Company will deliver to each of the Underwriters, without charge, as
many copies of the Prospectus or any amendment or supplement thereto as the
Representatives may reasonably request. The Company consents to the use of the
Prospectus, as amended or supplemented by any amendment or supplement thereto,
by the several Underwriters and by all dealers to whom the Shares may be sold,
both in connection with the offering or sale of the Shares and for any period of
time thereafter during which the Prospectus is required by law to be delivered
in connection therewith. If during such period of time any event shall occur
which in the judgment of the Company or counsel to the Underwriters should be
set forth in the Prospectus in order to make any statement therein, in the light
of the circumstances under which it was made, not misleading, or if it is
necessary to supplement or amend the Prospectus to comply with law, the Company
will forthwith prepare and duly file with the Commission an appropriate
supplement or amendment thereto, and will deliver to each of the Underwriters,
without charge, such number of copies thereof as the Representatives may
reasonably request.

(f). Prior to any public offering of the Shares by the
Underwriters, the Company will cooperate with the Representatives and counsel to
the Underwriters in connection with the registration or qualification of the
Shares for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Representatives may request; provided, that in no event
shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action which would subject it to
general service of process in any jurisdiction where it is not now so subject.

(g). During the period of five years commencing on the
Effective Date, the Company will furnish to the Representatives and each other
Underwriter who may so request copies of such financial statements and other
periodic and special reports as the Company may from time to time distribute
generally to the holders of its Common Stock, and will furnish to the

11
<PAGE>

Representatives and each other Underwriter who may so request a copy of each
annual or other report it shall be required to file with the Commission.

(h). The Company will make generally available to
holders of its securities as soon as may be practicable but in no event later
than the last day of the fifteenth full calendar month following the calendar
quarter in which the Effective Date falls, an earnings statement (which need not
be audited but shall be in reasonable detail) for a period of 12 months
commencing after the Effective Date, and satisfying the provisions of Section
11(a) of the Act (including Rule 158 of the Rules and Regulations).

(i). Whether or not the transactions contemplated by
this Agreement are consummated or this Agreement is terminated, the Company will
pay, or reimburse if paid by the Representatives, all costs and expenses
incident to the performance of the obligations of the Company under this
Agreement, including but not limited to costs and expenses of or relating to (1)
the preparation, printing and filing of the Registration Statement and exhibits
to it, each preliminary prospectus, the Prospectus and any, amendment or
supplement to the Registration Statement or the Prospectus, (2) the preparation
and delivery of certificates representing the Shares, (3) the word processing,
printing and reproduction of this Agreement, the Agreement Among Underwriters,
any Dealer Agreements and any Underwriters' Questionnaire, (4) furnishing
(including costs of shipping, mailing and courier) such copies of the
Registration Statement, the Prospectus and any preliminary prospectus, and all
amendments and supplements thereto, as may be reasonably requested for use in
connection with the offering and sale of the Shares by the Underwriters or by
dealers to whom Shares may be sold, (5) the listing of the Shares on the Nasdaq
National Market, (6) any filings required to be made by the Underwriters with
the NASD, and the fees, disbursements and other charges of counsel for the
Underwriters in connection therewith), (7) the registration or qualification of
the Shares for offer and sale under the securities or Blue Sky laws of such
jurisdictions designated pursuant to Section 4(f), including the fees,
disbursements and other charges of counsel to the Underwriters in connection
therewith), and the preparation and printing of preliminary, supplemental and
final Blue Sky memoranda, (8) counsel to the Company, (9) the transfer agent for
the Shares and (10) the Accountants.

(j). If this Agreement shall be terminated by the
Company pursuant to any of the provisions hereof (otherwise than pursuant to
Section 8) or if for any reason the Company shall be unable to perform its
obligations hereunder, the Company will reimburse the several Underwriters for
all out-of-pocket expenses (including the fees, disbursements and other charges
of counsel to the Underwriters) reasonably incurred by them in connection
herewith.

(k). The Company will not at any time, directly or
indirectly, take any action intended, or which might reasonably be expected, to
cause or result in, or which will constitute, stabilization of the price of the
shares of Common Stock to facilitate the sale or resale of any of the Shares.

(l). The Company will apply the net proceeds from the
offering and sale of the Shares to be sold by the Company in the manner set
forth in the Prospectus under "Use of Proceeds" and shall file such reports with
the Commission with respect to the sale of the

<PAGE>

Shares and the application of the proceeds therefrom as may be required in
accordance with Rule 463 under the Act.

(m). The Company will not, and will cause each of its
executive officers, directors and request each beneficial owner of more than 5%
of the outstanding shares of Common Stock to enter into agreements with the
Representatives in the form set forth in Exhibit B to the effect that they will
not, for a period of 365 days from the date of the Prospectus, without the prior
written consent of PaineWebber Incorporated, sell, contract to sell or otherwise
dispose of any shares of Common Stock or rights to acquire such shares (other
than pursuant to employee stock option plans or agreements or the exercise of
options granted thereunder or in connection with other employee incentive
compensation arrangements or in connection with the sale of all of the
outstanding capital stock of the Company to, or merger of the Company with, an
unaffiliated third party).

(n). YEAR 2000 COMPLIANCE. The Company will continue to
follow the Year 2000 Plan in accordance with the timeline set for such plan as
of the date hereof.

5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. In
addition to the execution and delivery of the Price Determination Agreement, the
obligations of each Underwriter hereunder are subject to the following
conditions:

(a). Notification that the Registration Statement has
become effective shall be received by the Representatives not later than 5:00
p.m., New York City time, on the date of this Agreement or at such later date
and time as shall be consented to in writing by the Representatives and all
filings required by Rule 424 of the Rules and Regulations and Rule 430A shall
have been made.

(b). (i) No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that
purpose shall be pending or threatened by the Commission, (ii) no order
suspending the effectiveness of the Registration Statement or the qualification
or registration of the Shares under the securities or Blue Sky laws of any
jurisdiction shall be in effect and no proceeding for such purpose shall be
pending before or threatened or contemplated by the Commission or the
authorities of any such jurisdiction, (iii) any request for additional
information on the part of the staff of the Commission or any such authorities
shall have been complied with to the satisfaction of the staff of the Commission
or such authorities and (iv) after the date hereof no amendment or supplement to
the Registration Statement or the Prospectus shall have been filed unless a copy
thereof was first submitted to the Representatives and the Representatives did
not object thereto in good faith, and the Representatives shall have received
certificates, dated the Closing Date and, if applicable, the Option Closing Date
and signed by the Chief Executive Officer or the Chairman of the Board of
Directors of the Company and the Chief Financial Officer of the Company (who
may, as to proceedings threatened, rely upon the best of their information and
belief), to the effect of clauses (i), (ii) and (iii).

(c). Since the respective dates as of which information
is given in the Registration Statement and the Prospectus, (i) there shall not
have been, and no development

13
<PAGE>

shall have occurred which could reasonably be expected to result in, a material
adverse change in the general affairs, business, business prospects, properties,
management, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, in each case other than as set
forth in or contemplated by the Registration Statement and the Prospectus and
(ii) neither the Company nor any of its Subsidiaries shall have sustained any
material loss or interference with its business or properties from fire,
explosion, flood or other casualty, whether or not covered by insurance, or from
any labor dispute or any court or legislative or other governmental action,
order or decree, which is not set forth in the Registration Statement and the
Prospectus, if in the judgment of the Representatives any such development makes
it impracticable or inadvisable to consummate the sale and delivery of the
Shares by the Underwriters at the initial public offering price.

(d). Each of the representations and warranties of the
Company contained herein shall be true and correct in all material respects at
the Closing Date and, with respect to the Option Shares, at the Option Closing
Date, as if made at the Closing Date and, with respect to the Option Shares, as
if made at the Option Closing Date, and all covenants and agreements herein
contained to be performed on the part of the Company and all conditions herein
contained to be fulfilled or complied with by the Company at or prior to the
Closing Date and, with respect to the Option Shares, at or prior to the Option
Closing Date, shall have been duly performed, fulfilled or complied with.

(e). The Representatives shall have received
opinions dated the Closing Date and, with respect to the Option Shares, the
Option Closing Date, and satisfactory in form and substance to counsel for
the Underwriters, from Rohit H. Kirpalani, General Counsel to the Company,
Troutman Sanders LLP, counsel to the Company and Lionel, Sawyer & Collins,
special Nevada counsel to the Company.

(f). The Representatives shall have received an
opinion, dated the Closing Date and the Option Closing Date, Orrick, Herrington
& Sutcliffe LLP, counsel to the Underwriters, with respect to the Registration
Statement, the Prospectus and this Agreement, which opinion shall be
satisfactory in all respects to the Representatives.

(g). On the date of the Prospectus, the Accountants
shall have furnished to the Representatives a letter, dated the date of its
delivery, addressed to the Representatives and in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants with respect to the Company as required by the Act and the Rules and
Regulations and with respect to the financial and other statistical and
numerical information contained in the Registration Statement. At the Closing
Date and, as to the Option Shares, the Option Closing Date, the Accountants
shall have furnished to the Representatives a letter, dated the date of its
delivery, which shall confirm, on the basis of a review in accordance with the
procedures set forth in the letter from the Accountants, that nothing has come
to their attention during the period from the date of the letter referred to in
the prior sentence to a date (specified in the letter) not more than five days
prior to the Closing Date and the Option Closing Date which would require any
change in their letter dated the date of the Prospectus, if it were required to
be dated and delivered at the Closing Date and the Option Closing Date.

<PAGE>

(h). At the Closing Date and, as to the Option Shares,
the Option Closing Date, there shall be furnished to the Representatives an
accurate certificate, dated the date of its delivery, signed by each of the
Chief Executive Officer and the Chief Financial Officer of the Company, in form
and substance satisfactory to the Representatives, to the effect that:

(i). Each signer of such certificate has carefully examined the
Registration Statement and the Prospectus and (A) as of the date of such
certificate, such documents are true and correct in all material respects and do
not omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not untrue or misleading and (B) since the
Effective Date, no event has occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein not
untrue or misleading in any material respect;

(ii). Each of the representations and warranties of the Company
contained in this Agreement were, when originally made, and are, at the time
such certificate is delivered, true and correct in all material respects;

(iii). Each of the covenants required herein to be performed by
the Company on or prior to the delivery of such certificate has been duly,
timely and fully performed and each condition herein required to be complied
with by the Company on or prior to the date of such certificate has been duly,
timely and fully complied with; and

(iv). Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, (A) there has not been, and no
development has occurred which could reasonably be expected to result in, a
material adverse change in the general affairs, business, business prospects,
properties, management, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, in each case other
than as set forth in or contemplated by the Registration Statement and the
Prospectus and (B) neither the Company nor any of its Subsidiaries has sustained
any material loss or interference with its business or properties from fire,
explosion, flood or other casualty, whether or not covered by insurance, or from
any labor dispute or any court or legislative or other governmental action,
order or decree, which is not set forth in the Registration Statement and the
Prospectus, and such other matters as the Representatives may reasonably
request.

(i). On or prior to the Closing Date, the
Representatives shall have received the executed agreements referred to in
Section 4(n).

(j). The Shares shall be qualified for sale in such
states as the Representatives may reasonably request, each such qualification
shall be in effect and not subject to any stop order or other proceeding on the
Closing Date and the Option Closing Date.

(k). Prior to the Closing Date, the Shares shall have
been duly authorized for listing by the Nasdaq National Market upon official
notice of issuance.

15
<PAGE>

(l). The National Association of Securities Dealers,
Inc. shall have approved the underwriting terms and arrangements and such
approval shall not have been withdrawn or limited.

(m). The Company shall have furnished to the
Representatives such certificates, in addition to those specifically mentioned
herein, as the Representatives may have reasonably requested as to the accuracy
and completeness at the Closing Date and the Option Closing Date of any
statement in the Registration Statement or the Prospectus as to the accuracy at
the Closing Date and the Option Closing Date of the representations and
warranties of the Company herein, as to the performance by the of its
obligations hereunder, or as to the fulfillment of the conditions concurrent and
precedent to the obligations hereunder of the Representatives.

6. INDEMNIFICATION.

(a). The Company will indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents of each Underwriter
and each person, if any, who controls each Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") from and against any and all losses, claims,
liabilities, expenses and damages (including, but not limited to, any and all
investigative, legal and other expenses reasonably incurred in connection with,
and any and all amounts paid in settlement of (subject to the indemnifying
party's right to consent thereto as set forth herein), any action, suit or
proceeding between any of the indemnified parties and any indemnifying parties
or between any indemnified party and any third party, or otherwise, or any claim
asserted), as and when incurred, to which any Underwriter, or any such person,
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, liabilities, expenses or damages arise out of or are based on (i) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the Prospectus or in
any application or other document executed by or on behalf of the Company or
based on written information furnished by or on behalf of the Company filed in
any jurisdiction in order to qualify the Shares under the Securities Laws
thereof or filed with the Commission, (ii) the omission or alleged omission to
state in such document a material fact required to be stated in it or necessary
to make the statements in it not misleading or ( iii) any act or failure to act
or any alleged act or failure to act by any Underwriter in connection with, or
relating in any manner to, the Shares or the offering contemplated hereby, and
which is included as part of or referred to in any loss, claim, liability,
expense or damage arising out of or based upon matters covered by clause (i) or
(ii) above (provided that the Company shall not be liable under this clause
(iii) to the extent it is finally judicially determined by a court of competent
jurisdiction that such loss, claim, liability, expense or damage resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such underwriter through its gross negligence or willful misconduct);
provided that the Company will not be liable to the extent that such loss,
claim, liability, expense or damage (A) arises from the sale of the Shares in
the public offering to any person by an Underwriter and is based on an untrue
statement or omission or alleged untrue statement or

<PAGE>

omission made in reliance on and in conformity with information relating to any
Underwriter furnished in writing to the Company by the Representatives on behalf
of any Underwriter expressly for inclusion in the Registration Statement, any
preliminary prospectus or the Prospectus or (B) results from an untrue
statement of a material fact contained in, or the omission of a material fact
from, such preliminary prospectus, which untrue statement or omission was
completely corrected in the Prospectus (as then amended or supplemented) if
the Underwriters sold Shares to the person alleging such loss, claim,
liability, expense or damage without sending or giving, at or prior to the
written confirmation of such sale, a copy of the Prospectus (as then amended
or supplemented) if the Company had previously furnished copies thereof to
the Underwriters within a reasonable amount of time prior to such sale or
such confirmation, and the Underwriters failed to deliver the corrected
Prospectus, if required by law to have so delivered it and if delivered would
have been a complete defense against the person asserting such loss, claim,
liability, expense or damage. This indemnity agreement will be in addition to
any liability that the Company might otherwise have.

(b). Each Underwriter will indemnify and hold harmless
the Company, each person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, each director of the
Company and each officer of the Company who signs the Registration Statement to
the same extent as the foregoing indemnity from the Company to each Underwriter,
but only insofar as losses, claims, liabilities, expenses or damages arise out
of or are based on any untrue statement or omission or alleged untrue statement
or omission made in reliance on and in conformity with information relating to
any Underwriter furnished in writing to the Company by the Representatives on
behalf of such Underwriter expressly for use in the Registration Statement, the
Preliminary Prospectus or the Prospectus. This indemnity will be in addition to
any liability that each Underwriter might otherwise have.

(c). Any party that proposes to assert the right to be
indemnified under this Section 6 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to
be made against an indemnifying party or parties under this Section 6, notify
each such indemnifying party of the commencement of such action, enclosing a
copy of all papers served, but the omission so to notify such indemnifying party
will not relieve it from any liability that it may have to any indemnified party
under the foregoing provisions of this Section 6 unless, and only to the extent
that the indemnifying party is materially prejudiced. If any such action is
brought against any indemnified party and it notifies the indemnifying party of
its commencement, the indemnifying party will be entitled to participate in and,
to the extent that it elects by delivering written notice to the indemnified
party promptly after receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified,
to assume the defense of the action, with counsel satisfactory to the
indemnified party, and after notice from the indemnifying party to the
indemnified party of its election to assume the defense, the indemnifying party
will not be liable to the indemnified party for any legal or other expenses
except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own

17
<PAGE>

counsel in any such action, but the fees, expenses and other charges of such
counsel will be at the expense of such indemnified party unless (1) the
employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses available to it
or other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf
of the indemnified party) or (4) the indemnifying party has not in fact
employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of
which cases the reasonable fees, disbursements and other charges of counsel
will be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges
will be reimbursed by the indemnifying party promptly as they are incurred.
An indemnifying party will not be liable for any settlement of any action or
claim effected without its written consent (which consent will not be
unreasonably withheld). No indemnifying party shall, without the prior
written consent of each indemnified party, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated by this Section 6 (whether or
not any indemnified party is a party thereto), unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising or that may arise out of such claim, action
or proceeding. Notwithstanding any other provision of this Section 6(c), if
at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel for which
the indemnified party is entitled to be reimbursed hereunder, such
indemnifying party agrees that it shall be liable for any settlement effected
without its written consent if (i) such settlement is entered into more than
45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with the terms of this Agreement prior to the date of
such settlement.

(d). In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in the
foregoing paragraphs of this Section 6 is applicable in accordance with its
terms but for any reason is held to be unavailable from the Company or the
Underwriters, the Company and the Underwriters will contribute to the total
losses, claims, liabilities, expenses and damages (including any investigative,
legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted, but
after deducting any contribution received by the Company from persons other than
the Underwriters, such as persons who control the Company within the meaning of
the Act, officers of the Company who signed the Registration Statement and
directors of the Company, who also may be liable for contribution) to which the
Company and any one or more of the Underwriters may be subject in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other. The relative
benefits received by the Company on the one hand and

<PAGE>

the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the
relative benefits referred to in the foregoing sentence but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other, with
respect to the statements or omissions which resulted in such loss, claim,
liability, expense or damage, or action in respect thereof, as well as any other
relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Representatives on
behalf of the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contributions pursuant to this Section 6(d) were to be
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim,
liability, expense or damage, or action in respect thereof, referred to above in
this Section 6(d) shall be deemed to include, for purpose of this Section 6(d),
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no Underwriter shall be
required to contribute any amount in excess of the underwriting discounts and
commissions received by it and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(o) of the Act will be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute as provided in
this Section 6(d) are several in proportion to their respective underwriting
obligations and not joint. For purposes of this Section 6(d), any person who
controls a party to this Agreement within the meaning of the Act will have the
same rights to contribution as that party, and each officer of the Company who
signed the Registration Statement will have the same rights to contribution as
the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made
under this Section 6(d), will notify any such party or parties from whom
contribution may be sought, but the omission so to notify will not relieve the
party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 6 (d). Except for a settlement entered
into pursuant to the last sentence of Section 6(c) hereof, no party will be
liable for contribution with respect to any action or claim settled without its
written consent (which consent will not be unreasonably withheld).

(e). The indemnity and contribution agreements
contained in this Section 6 and the representations and warranties of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any investigation made by or on behalf of the
Underwriters, (ii) acceptance of the Shares and payment therefore or (iii) any
termination of this Agreement.

19
<PAGE>

7. TERMINATION. The obligations of the several Underwriters
under this Agreement may be terminated at any time on or prior to the Closing
Date (or, with respect to the Option Shares, on or prior to the Option Closing
Date), by notice to the Company from the Representatives, without liability on
the part of any Underwriter to the Company, if, prior to delivery and payment
for the Shares (or the Option Shares, as the case may be), in the sole judgment
of the Representatives, (i) there has been, since the respective dates as of
which information is given in the Registration Statement, any material adverse
change in the Company's business, properties, business prospects, condition
(financial or otherwise) or results of operations, (ii) trading in any of the
equity securities of the Company shall have been suspended by the Commission,
the NASD, by an exchange that lists the Shares or by the Nasdaq Stock Market,
(iii) trading in securities generally on the New York Stock Exchange or the
Nasdaq Stock Market shall have been suspended or limited or minimum or maximum
prices shall have been generally established on such exchange or over the
counter market, or additional material governmental restrictions, not in force
on the date of this Agreement, shall have been imposed upon trading in
securities generally by such exchange or by order of the Commission or the NASD
or any court or other governmental authority, (iv) a general banking moratorium
shall have been declared by either Federal or New York State authorities or (v)
any material adverse change in the financial or securities markets in the United
States or in political, financial or economic conditions in the United States or
any outbreak or material escalation of hostilities or declaration by the United
States of a national emergency or war or other calamity or crisis shall have
occurred the effect of any of which is such as to make it, in the sole judgment
of the Representatives, impracticable or inadvisable to market the Shares on the
terms and in the manner contemplated by the Prospectus.

8. SUBSTITUTION OF UNDERWRITERS. If any one or more of the
Underwriters shall fail or refuse to purchase any of the Firm Shares which it or
they have agreed to purchase hereunder, and the aggregate number of Firm Shares
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate number of Firm Shares,
the other Underwriters shall be obligated, severally, to purchase the Finn
Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase, in the proportions which the number of Firm Shares which
they have respectively agreed to purchase pursuant to Section 1 bears to the
aggregate number of Firm Shares which all such non-defaulting Underwriters have
so agreed to purchase, or in such other proportions as the Representatives may
specify; provided that in no event shall the maximum number of Firm Shares which
any Underwriter has become obligated to purchase pursuant to Section 1 be
increased pursuant to this Section 8 by more than one-ninth of the number of
Firm Shares agreed to be purchased by such Underwriter without the prior written
consent of such Underwriter. If any Underwriter or Underwriters shall fail or
refuse to purchase any Firm Shares and the aggregate number of Firm Shares which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase exceeds one-tenth of the aggregate number of the Firm Shares and
arrangements satisfactory to the Representatives and the Company for the
purchase of such Firm Shares are not made within 48 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company for the purchase or sale of any Shares
under this Agreement. In any such case either the Representatives or the Company
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in

<PAGE>

any other documents or arrangements may be effected. Any action taken pursuant
to this Section 8 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

9. MISCELLANEOUS. Notice given pursuant to any of the
provisions of this Agreement shall be in writing and, unless otherwise
specified, shall be mailed or delivered (a) if to the Company, at the office of
the Company, Two Ravinia Drive, Suite 1750, Atlanta, Ga. 30346, Attention: Brett
M. Samsky, or (b) if to the Underwriters, to the Representatives at the offices
of PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York
10019, Attention: Corporate Finance Department. Any such notice shall be
effective only upon receipt. Any notice under Section 7 or 8 may be made by
telex or telephone, but if so made shall be subsequently confirmed in writing.

This Agreement has been and is made solely for the benefit of
the several Underwriters and the Company and of the controlling persons,
directors and officers referred to in Section 6, and their respective successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" as used in this
Agreement shall not include a purchaser, as such purchaser, of Shares from any
of the several Underwriters.

All representations, warranties and agreements of the Company
contained herein or in certificates or other instruments delivered pursuant
hereto, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any of its controlling
persons and shall survive delivery of and payment for the Shares hereunder.

Any action required or permitted to be taken by the
Representatives under this Agreement may be taken by them jointly or by
PaineWebber Incorporated.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT
OF LAWS PRINCIPLES OF SUCH STATE.

This Agreement may be signed in two or more counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.

In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

The Company and the Underwriters each hereby irrevocably waive
any right they may have to a trial by jury in respect of any claim based upon or
arising out of this Agreement or the transactions contemplated hereby.

This Agreement may not be amended or otherwise modified or any
provision hereof waived except by an instrument in writing signed by the
Representatives and the Company.

21
<PAGE>

Please confirm that the foregoing correctly sets forth the
agreement among the Company and the several Underwriters.

Very truly yours,

COMPUCREDIT CORPORATION

By:
------------------------------------
Name:
Title:

Confirmed as of the date
first above mentioned:

PAINEWEBBER INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BEAR, STEARNS & CO. INC.
Acting on behalf of themselves and as the
Representatives of the
other several Underwriters
named in Schedule I hereof.

PAINEWEBBER INCORPORATED

By:
------------------------------------
Name:
Title:

NATIONSBANC MONTGOMERY SECURITIES LLC

By:
------------------------------------
Name:
Title:

BEAR, STEARNS & CO. INC.

By:
------------------------------------
Name:
Title:

23
<PAGE>

SCHEDULE I

UNDERWRITERS

Number of
Name of Firm Shares
Underwriters to be Purchased
- ------------ ----------------

PaineWebber Incorporated
NationsBanc Montgomery Securities LLC
Bear, Stearns & Co. Inc.

Total.....................................................
-----------

--------

<PAGE>

EXHIBIT A

COMPUCREDIT CORPORATION

PRICE DETERMINATION AGREEMENT

April __, 1999

PAINEWEBBER INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BEAR, STEARNS & CO. INC.
As Representatives of the
several Underwriters
c/o PaineWebber Incorporated
1285 Avenue
of the Americas
New York, New York 10019

Dear Sirs:

Reference is made to the Underwriting Agreement, dated April
__, 1999 (the "Underwriting Agreement"), among CompuCredit Corporation, a
Georgia corporation (the "Company") and the several Underwriters named in
Schedule I thereto or hereto (the "Underwriters"), for whom PaineWebber
Incorporated, NationsBanc Montgomery Securities LLC and Bear, Stearns & Co. Inc.
are acting as representatives (the "U.S. Representatives"). The Underwriting
Agreement provides for the purchase by the Underwriters from the Company,
subject to the terms and conditions set forth therein, of an aggregate of shares
(the "Firm Shares") of the Company's common stock, no par value per share. This
Agreement is the Price Determination Agreement referred to in the Underwriting
Agreement.

Pursuant to Section 1 of the Underwriting Agreement, the
undersigned agree with the Representatives as follows:

The initial public offering price per share for the Firm
Shares shall be $______.

25
<PAGE>

The purchase price per share for the Firm Shares to be paid by
the several Underwriters shall be $__________ representing an amount equal to
the initial public offering price set forth above, less $__________ per share.

The Company represents and warrants to each of the
Underwriters that the representations and warranties of the Company set forth in
Section 3 of the Underwriting Agreement are accurate as though expressly made at
and as of the date hereof.

As contemplated by the Underwriting Agreement, attached as
Schedule I is a complete list of the several Underwriters, which shall be a part
of this Agreement and the Underwriting Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.

<PAGE>

If the foregoing is in accordance with your understanding of the agreement among
the Underwriters and the Company, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all counterparts and
together with the Underwriting Agreement shall be a binding agreement among the
Underwriters and the Company in accordance with its terms and the terms of the
Underwriting Agreement.

Very truly yours,

COMPUCREDIT CORPORATION

By:
------------------------
Name:
Title:

Confirmed as of the date
first above mentioned:

PAINEWEBBER INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BEAR, STEARNS & CO. INC.
Acting on behalf of themselves
and as the Representatives
of the other several Underwriters
named in Schedule I hereof.

PAINEWEBBER INCORPORATED

By:
----------------------------------
Name:
Title:

NATIONSBANC MONTGOMERY SECURITIES LLC

By:
----------------------------------
Name:
Title:

BEAR STEARNS & CO. INC.

By:
----------------------------------
Name:
Title:

27
<PAGE>

EXHIBIT B

_________, 1999

Dear Sirs:

In consideration of the agreement of the several Underwriters,
for which PaineWebber Incorporated, NationsBanc Montgomery Securities LLC and
Bear, Stearns & Co. (the "Representatives") intend to act as Representatives to
underwrite a proposed public offering (the "Offering") of shares of Common
Stock, no par value per share (the "Common Stock") of CompuCredit Corporation, a
Georgia corporation, as contemplated by a registration statement with respect to
such shares filed with the Securities and Exchange Commission on Form S-1
(Registration No. 333-69879), the undersigned hereby agrees that the undersigned
will not, for a period of 365 days after the commencement of the public offering
of such shares, without the prior written consent of PaineWebber Incorporated,
offer to sell, sell, contract to sell, grant any option to sell, or otherwise
dispose of, or require the Company to file with the Securities and Exchange
Commission a registration statement under the Securities Act of 1933 to register
any shares of Common Stock or securities convertible into or exchangeable for
Common Stock or warrants or other rights to acquire shares of Common Stock of
which the undersigned is now, or may in the future become, the beneficial owner
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934)
(other than pursuant to employee stock option plans or agreements or the
exercise of options granted thereunder or in connection with other employee
incentive compensation arrangements or in connection with the sale of all of the
outstanding capital stock of the Company to, or merger of the Company with, an
unaffiliated third party).

Very truly yours,

By:
-----------------------

Print Name:
---------------

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Summary Financial
Information and Operating Data", "Selected Consolidated Financial Data", and
"Experts" and to the use of our report dated February 19, 1999, in the
Post-Effective Amendment No. 1 to Registration Statement (Form S-1 No.
333-69879) and related Prospectus of CompuCredit Corporation dated April 22,
1999.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia
April 20, 1999