-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DVm6ns1CZ2o2q+7YYpFuTD3WNJZ/JhBrCU1Uz9YOxFW2tXGUrlI1Y+9duhccD/wD HOsbueQ6ZOqvKb4PYHQ1Tg== 0000912057-02-012997.txt : 20020415 0000912057-02-012997.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-012997 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUCREDIT CORP CENTRAL INDEX KEY: 0001068199 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 582336689 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25751 FILM NUMBER: 02597293 BUSINESS ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7702066200 MAIL ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 10-K 1 a2074702z10-k.htm FORM 10-K
QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2001


COMPUCREDIT CORPORATION

a Georgia Corporation
IRS Employer Identification No. 58-2336689
SEC File Number 0-25751

245 Perimeter Center Parkway, Suite 600
Atlanta, Georgia 30346
(770) 206-6200

CompuCredit's Common Stock, no par value per share, is registered pursuant to Section 12(g) of the Act.

CompuCredit (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CompuCredit believes that during the 2001 fiscal year its executive officers, directors and 10% beneficial owners subject to Section 16(a) complied with all applicable filing requirements, except that Nicholas B. Paumgarten, who is deemed not to own any shares of Common Stock, made a late filing of a Form 3 upon becoming a director of CompuCredit.

The aggregate market value of the registrant's Common Stock (based upon the closing sales price quoted on the Nasdaq National Market) held by nonaffiliates as of March 15, 2002 was approximately $91,293,189. As of March 15, 2002, 46,559,165 shares of CompuCredit's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders are incorporated by reference into Part III.

Table of Contents

Part I
	Item 1.	Business	3
		Risk Factors	12
	Item 2.	Properties	18
	Item 3.	Legal Proceedings	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
Part II
	Item 5.	Market for Registrant's Common Stock and Related Shareholder Matters	18
	Item 6.	Selected Financial Data	19
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		36
	Item 8.	Financial Statements and Supplementary Data	37
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	37
Part III
	Item 10. Directors and Executive Officers of the Registrant		37
	Item 11. Executive Compensation		37
	Item 12. Security Ownership of Certain Beneficial Owners and Management		37
	Item 13. Certain Relationships and Related Transactions		37
Part IV
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K		37

Cautionary Notice Regarding Forward-Looking Statements

This Report includes forward-looking statements, including, in particular, forward-looking statements under the headings "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements; however, this Report also contains other forward-looking statements that may not be so identified. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond CompuCredit's control. Actual results may differ materially from those suggested by the forward-looking statements. Accordingly, there can be no assurance that such indicated results will be realized. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the factors set forth below in "Item 1. Business—Risk Factors." By making these forward-looking statements, CompuCredit expressly disclaims any obligation to update them in any manner except as may be required by its disclosure obligations in filings it makes with the Securities and Exchange Commission (the "Commission") under the Federal securities laws.

In this Report, the words "Company," "CompuCredit," "we," "our," "ours," and "us" refer to CompuCredit and its subsidiaries and predecessors. CompuCredit owns the Aspire®, CompuCredit® and other trademarks in the United States.

PART I

ITEM 1. BUSINESS

General

CompuCredit is a credit card company that uses analytical techniques, including computer modeling, to target consumers who we believe are underserved by traditional grantors of credit. Individuals in this market typically rely more heavily on finance companies and retail store credit cards to meet their credit needs and are less likely 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 our view, demonstrated recovery. Others in this market are establishing or expanding their credit. We have developed and enhanced our techniques by continually testing our products and operating practices and by continually analyzing credit bureau data and the results of our lending experience. We believe that our analytical approach allows us to:

•: Better assess credit and bankruptcy risk, enabling us to identify consumers in the underserved market that are more creditworthy,
•: Price our products to appropriately reflect the level of a consumer's credit risk and demand for credit,
•: Increase the likelihood that a consumer will accept our offer of credit, which improves our response rates and reduces our marketing costs per account,
•: Continually monitor customer performance and actively manage accounts in order to refine our product offerings to reflect the changing risk of our customers, and
•: Effectively evaluate the collectibility of delinquent accounts, which enables us to efficiently deploy our collection resources.

We market unsecured general purpose credit cards, including our Aspire brand credit card, through direct mail, television, telemarketing and the internet. We also market to our cardholders other fee-based products including card registration, memberships in preferred buying clubs, magazines, travel services and credit life, disability and unemployment insurance.

We rely on the securitization of our credit card receivables to fund our operations and increase the size of our business. Securitization of credit card receivables is common in the credit card industry. A securitization transaction involves grouping and packaging assets, such as credit card receivables, into securities that are then sold to investors. We use securitization because it offers a cost of funding lower than other debt or equity financing sources.

We market credit cards 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. We outsource to Columbus Bank and Trust, including its affiliates, Total Systems Services, Inc. ("TSYS") and Total Solutions, Inc. ("TSOL"), certain account processing and servicing functions such as fraud detection, cycle billing, payment processing and transaction processing.

CompuCredit was formed in 1996 by David G. Hanna, Chairman and Chief Executive Officer, and Richard W. Gilbert, Vice Chairman and Chief Operating Officer, after completing almost two years of research and development in the area of consumer finance.

CompuCredit is incorporated in Georgia. Its principal executive offices are located at 245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346, its telephone number at that address is (770) 206-6200, and its internet address is www.CompuCredit.com.

Our Database System

We have developed a proprietary database management system which supports the decision-making functions, including target marketing, solicitation, application processing, account management and collections activities. The database system is an information warehouse that maintains information regarding a customer throughout the customer's relationship with us. The system's purpose is to gather, store and analyze the data necessary to facilitate our target marketing and risk management decisions.

Our database system captures combinations of customer information gathered in the target marketing and solicitation phases of the customer relationship and additional data gathered throughout the remainder of the relationship, including customer behavior patterns. By combining this information, we have established an analytical database linking static historical data with actual customer performance. Our intranet interface allows management to access the database management system.

The use of a single database system for all phases of the customer relationship enables us to continuously refine target marketing and portfolio management decisions on the basis of continuous feedback. We believe that this capability has been critical in identifying underserved segments.

Target Marketing System

Since 1996, we have worked with national credit bureaus to develop proprietary risk evaluation systems using credit bureau data. Initially, we 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 our customers. Our systems enable us to segment customers into narrower ranges within each FICO score range. The FICO score, developed by Fair, Issac & Co., Inc., is the most commonly used credit risk score in the consumer credit industry. The purpose of the FICO score is to rank-order consumers relative to their probability of non-payment on a consumer loan. We believe that sub-segmenting our market within FICO score ranges enables us to better evaluate credit risk and to price our products effectively.

Within each FICO score range, we evaluate potential customers using credit and marketing segmentation methods derived from a variety of data sources. We place potential customers into product offering segments based upon combinations of factors reflecting our assessment of credit risk, bankruptcy risk, supply of revolving credit, demand for revolving credit, payment capacity and revenue potential, among other factors. These product-offering segments are chosen to meet the following primary target marketing strategies:

•: Marketing to those underserved customer segments who have acceptable credit and bankruptcy risk and who have the highest income potential within those segments;
•: Providing a variety of general purpose credit cards to satisfy the different financial needs of various segments of the underserved market; and
•: Providing a variety of fee-based ancillary products and services to leverage our relationship with the underserved customer.

We focus our marketing programs on those customer segments which appear to have high income potential when compared to other segments and demonstrate acceptable credit and bankruptcy risk. We seek to accomplish this by establishing, for each customer segment, the appropriate risk-based pricing level that will maintain an acceptable response rate to our direct mail, internet and telemarketing campaigns. The key to our efforts is the use of our systems to evaluate credit risk more effectively than the use of FICO scores alone.

Our customer solicitation strategy is to test several differently priced products against pools of potential customers with similar risk characteristics. The results of direct mail, internet and telemarketing campaigns are continuously monitored and analyzed using our proprietary database system.

Product offerings for a particular customer are determined by examining a number of factors in the customer's credit file based upon the criteria described above. We offer our 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:

Characteristic	Range of Initial Offerings	Average as of December 31, 2001			Average as of December 31, 2000
Credit Line	$300 to $10,000	$	2,314		$	1,925
APR	Prime rate + 3.90% to Prime rate + 30.25%		26.7	%		28.6	%
Annual Fee	$0 to $150	$	18		$	10

The average credit line increased during 2001 due primarily to the maturity of our cardholder's accounts. The average APR decreased due to the significant decreases in the prime rate during 2001 as

well as a shift in our product offerings during 2001. We use our target marketing strategies to assess the type of product offering to be made to each potential customer. In our marketing campaigns we continually test combinations of interest rates, fees, and credit limits directed at specific customer segments in order to evaluate response rates and further refine our pricing strategies. During 2001, we expanded our product offerings to include lower interest rate and slightly higher fee products resulting in the decrease in our average APR and an increase in our average annual fee noted above.

Target Marketing in Portfolio Acquisitions

We anticipate increasing our receivables portfolio through the use of our target marketing system to originate customers through direct mail, television, telemarketing and internet campaigns. We also add accounts by purchasing portfolios of credit card receivables. We may use either or both of these methods of account growth to varying degrees, depending on our assessment of the relative cost of each method.

Our strategy for our purchased portfolios is to use our credit and marketing segmentation methods to select those accounts to which our credit card will be issued and to use our proprietary account management systems to enhance the performance of the portfolio and to market fee-based ancillary products and services to the new customers. As with the account origination process, each customer is evaluated using credit and marketing segmentation methods derived from a variety of data sources. Customers are placed into product offering segments based upon combinations of factors reflecting their credit risk, bankruptcy risk, supply of revolving credit, demand for revolving credit, payment capacity and revenue potential, among other factors. We expect that we will regularly evaluate potential portfolio acquisitions.

Our target marketing system is intended to provide the same competitive advantage when evaluating portfolios as when originating customers through our marketing campaigns. We believe that our ability to evaluate credit risk within FICO score ranges enables us 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 us to avoid portfolio purchases in which the final purchase premium or discount does not accurately reflect the credit risk of the portfolio. Conversely, we may bid more aggressively for portfolios in which the perceived credit risk, as reflected by the FICO scores, is significantly higher than our forecast of credit risk.

Our target marketing system, which combines our proprietary risk evaluation system with sophisticated techniques for estimating supply of revolving credit, demand for revolving credit and bankruptcy risk, is designed to provide us with a competitive advantage in evaluating the potential profitability of target customers, whether originated by us or purchased. We continuously seek to refine our 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.

Direct Mail and Telemarketing Solicitation

We use our target marketing strategies to identify potential customers and to assess the type of product offering to be made to each potential customer. In our direct mail or telemarketing campaigns, we have experimented with several combinations of rates, fees and credit limits directed at specific customer segments in order to evaluate response rates and further refine our pricing strategies within each customer segment and for all customer segments as a group. Third party print production facilities produce our direct mail campaigns, and we contract with third party telemarketing providers for our telemarketing campaigns. Responses to both direct mail and telemarketing campaigns are then forwarded to us for application processing. The response data received is also integrated into our database system for future analysis and response modeling.

The Internet

AspireCard.com, Inc., our wholly-owned subsidiary, promotes the Aspire credit card and various other value-added products and services on the internet using real-time approval of credit card applications on-line. Applications are received by AspireCard.com on its own web site, www.aspirecard.com and www.aspireyes.com. In addition, we have developed two Spanish-language internet web sites, www.aspireamas.com and www.aspireahora.com to help market our credit cards to consumers of Hispanic origin. At www.aspirecard.com and www.aspireamas.com, a consumer can learn more about our Aspire Visa card and complete and submit an on-line application. At www.aspireyes.com and www.aspireahora.com, a consumer can respond to a pre-qualified direct mail or email offer for an Aspire Visa card. Applications received via the internet are electronically processed on a real-time basis using the same credit and target marketing strategies that are applied to our direct mail and telemarketing campaigns. Once the application has been transmitted, consumers are informed as to their approval status and the applicable terms of the offer, including the interest rate, annual fee and credit limit. At any point in time, we may or may not originate accounts via the internet.

Application Processing

We contract with third party providers for the data entry of credit card applications resulting from our direct mail solicitations. We also use telemarketing vendors to input application data for customers who respond to solicitations via the telephone. Entered application data is electronically transmitted in batches to us for processing by our application processing system.

We have developed proprietary methods of evaluating applications using an application processing system that automates the evaluation of customer 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 and 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, and social security number, from the three data sources to verify that customer-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 our 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 our proprietary database for ongoing tracking and analysis.

Fee-Based Products and Services

We offer various fee-based products and services to our customers, including memberships, card registration, insurance products and subscription services. Memberships include preferred buying clubs, travel services and credit monitoring programs. Insurance products feature supplemental, non-compulsory products, such as credit life, unemployment insurance and disability policies. Subscription services include recurring consumer products such as magazine subscriptions, telephone service, and internet service provider access. These fee-based products and services are offered throughout our relationship with a customer.

The success of our fee-based business is a function of optimizing the number and efficiency of the fee-based products offered, the marketing channels leveraged to sell fee-based products and the customers to whom we market our products. Profitability for fee-based products and services is affected by

new credit card account growth, 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. Although a wide-range of our customers purchase fee-based products and services, fee-based product and service sales generally are higher to new customers and tend to diminish throughout our relationship with our cardholders. As a result, we anticipate that during periods of low new account growth our profitability from fee-based products and services will either grow at a reduced rate or decline.

Account and Portfolio Management

Ongoing Account Management. Our management strategy is to manage account activity using behavioral scoring, credit file data and our proprietary risk evaluation systems. These strategies include the management of transaction authorizations, account renewals, over-limit accounts and credit line modifications. We use an adaptive control system to translate our strategies into the account management processes. The system enables us to develop and test multiple strategies simultaneously, which allows us to continually refine our account management activities. We have incorporated our proprietary risk scores into the control system, in addition to standard behavior scores used widely in the industry, in order to segment, evaluate and manage the accounts. We believe that by combining external credit file data along with historical and current customer activity, we are able to better predict the true risk associated with current and delinquent accounts.

We monitor authorizations for all accounts. Customer credit availability is limited for transaction types which we believe are higher risks such as certain foreign transactions and cash advances. We manage credit lines to reward underserved customers who are performing well and to mitigate losses from delinquent customer segments. Accounts exhibiting favorable credit characteristics are periodically reviewed for credit line increases, and strategies are in place to reduce credit lines for customers demonstrating indicators of increased credit or bankruptcy risk. Data relating to account performance is captured and loaded into our proprietary database for ongoing analysis. We adjust account management strategies as necessary, based on the results of such analyses. Additionally, we use industry-standard fraud detection software to manage the portfolio. We route accounts to manual work queues, and suspend charging privileges if the transaction-based fraud models indicate a high probability of fraudulent card use.

Client Advisory Services. We have implemented an advisory program to assist our customers in understanding the prudent use of general purpose credit cards. We use our proprietary systems to identify customers who are not delinquent but are exhibiting credit behavior likely to result in delinquency in the future. We assign these accounts to our credit advisors who actively review all account activity and, if necessary, contact the customer via letter or telephone. Actions taken by us may include customer-friendly advice concerning the prudent use of credit, temporary or permanent reduction in credit line availability, review of the customer's full credit report, debts and income, and establishing repayment terms to assist the customer in avoiding becoming over-extended.

Management believes that this customer advisory strategy is not widely practiced in the credit card industry. Our advisory program allows us to enhance our relationship with our customers by providing valuable and meaningful assistance while simultaneously contributing to prudent risk management strategies to reduce bad debt losses.

Client Satisfaction Initiative. We have a formal customer satisfaction program. Each quarter, members of management, including members of executive management, survey hundreds of our customers about their level of satisfaction with our products and services. The results are used to continually improve service levels and minimize attrition of profitable accounts.

Outsourcing. Certain account functions including card embossing/mailing, cycle billing/payment processing and transaction processing/authorization are performed by third parties, including Columbus Bank and Trust and Total Systems. In January 1997, we entered into an Affinity Card Agreement with Columbus Bank and Trust, a subsidiary of Synovus Financial Corporation, that provides for the issuance of our credit cards and the performance of the outsourced functions noted above. This agreement expires in December 2003, and we will need to either renew this agreement or contract with an alternative credit card provider. Synovus Financial Corporation and its affiliates are our largest service provider, and during 2001, we paid them approximately $47.4 million.

Certain data processing and development services associated with our database system are also outsourced to Visionary Systems, Inc. See "Proprietary Rights and Licenses" below. During 2001, we paid approximately $20.1 million to Visionary Systems and its subsidiaries for software development, loan origination, consulting services, intellectual property and two patents. Certain of our officers have an indirect investment in Visionary Systems. For more information regarding this relationship with Visionary Systems, see "Item 13. Certain Relationships and Related Transactions."

Collections and Delinquency Management

Management considers its prior experience in operating professional collection agencies, coupled with our proprietary systems, to be a competitive advantage in minimizing delinquencies, bad debt losses and operating expenses associated with the collection process. We use our systems to develop proprietary collection strategies and techniques to be employed in our operations. We analyze the output from these systems to identify the collection activity that we believe is 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 in all aspects of our risk management strategies, we routinely test alternative strategies and compare 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. We believe this approach differs from the approach taken by the vast majority of credit grantors that implement collection strategies based on commonly accepted peer group practices.

We have three collection facilities, two in metro Atlanta, Georgia totaling approximately 36,000 square feet and one in North Wilkesboro, North Carolina totaling approximately 19,000 square feet. Management has instituted collector incentive compensation plans similar to those it successfully employed in its prior experience operating professional collection agencies. In addition to our full-time staff, we outsource some of our collection activities. We continuously monitor the performance of our third party providers against that of our staff to determine which, in our view, is more effective.

Securitizations

We finance the increase of our credit card receivables primarily through securitizations. As we generate or acquire credit card receivables, we securitize the receivables through our master trusts or through special purpose entities to third parties. Our 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 our balance sheet for financial reporting purposes. Following a sale, we receive 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 "Item 7. 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

Our business is regulated directly and indirectly under various 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 and their enabling regulations, 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, various statutes limit the liability of credit cardholders for unauthorized use, prohibit discriminatory practices in extending credit and impose certain limitations on the types of charges that may be assessed and restrict the use of consumer credit reports and other account-related information.

Changes in any of these laws or regulations, or in their interpretation or application, could significantly impact our operations. Various proposals which could affect our 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 and regulating the internet. There have also been proposals in state legislatures in recent years to restrict telemarketing and internet activities, impose 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 us.

In 1999 Congress enacted the Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act creates a new type of bank holding company, a "financial holding company," that may engage in a range of activities that are financial in nature, including insurance and securities underwriting, insurance sales, merchant banking and real estate development and investment. The Gramm-Leach-Bliley Act also establishes new privacy requirements applicable to all financial institutions. Financial institutions are required to establish a privacy policy and to disclose the policy at the start of a customer relationship and once a year thereafter. Additionally, financial institutions must give a customer the opportunity to block the sharing of the customer's nonpublic personal information with unaffiliated third parties, except in certain limited circumstances. Further, financial institutions are barred from sharing credit card numbers, account numbers or access numbers of customers with third-party marketers. State laws that provide a greater degree of privacy protection are not preempted by federal law.

Although we believe that we and Columbus Bank and Trust are currently in compliance with applicable statutes and regulations, there can be no assurance that we or Columbus Bank and Trust will be able to maintain such compliance. The failure to comply with applicable statutes or regulations could significantly harm our results of operations or financial condition. In addition, because of the consumer-oriented nature of the credit card industry, there is a risk that we 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. The institution of any material litigation or a significant judgment against us or Columbus Bank and Trust or within the industry in connection with any such litigation could have a material adverse effect on our results of operations or financial condition.

The National Bank Act of 1864 authorizes national banks to charge customers 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 customers 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 our results of operations or financial condition.

We do not currently own a bank, and in the current regulatory environment it would be difficult for us to charter one. However, if we were able to charter a bank, we expect that bank would become the issuer of the credit cards that we market. Any bank we charter would be subject to the various state and federal regulations generally applicable to such institutions.

Competition

We face intense competition from other consumer lenders. In particular, our 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®. We also compete with retail credit card issuers, such as department stores and oil companies, and other providers of unsecured credit. Large credit card issuers, including but not limited to, Providian, Metris and Capital One, may compete with us for customers by offering lower interest rates and fees. Many of these competitors are substantially larger than we are and have greater financial resources. Customers choose credit card issuers largely on the basis of price, including interest rates and fees, credit limit and other product features. For this reason, customer loyalty is often limited. We may lose entire accounts, or may lose account balances, to competing credit card issuers.

Our competitors are continually introducing new strategies to attract customers 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, known as "co-branding." In response to competition, some issuers of credit cards have lowered interest rates and offered incentives to retain existing customers and attract new ones. These competitive practices, as well as competition that may develop in the future, could harm our ability to obtain customers and maintain profitability.

The Gramm-Leach-Bliley Act repeals the Glass-Steagall Act of 1933, which separated commercial and investment banking, and eliminates the Bank Holding Company Act's prohibition on insurance underwriting activities by bank holding companies. As a result, the Gramm-Leach-Bliley Act permits the affiliation of commercial banks, insurance companies and securities firms. This change may increase the ability of insurance companies and securities firms to acquire, or otherwise affiliate with, commercial banks and likely will increase the number of competitors in the banking industry and the level of competition for banking products, including credit cards.

Employees

As of December 31, 2001, we had approximately 885 employees, substantially all of whom are located in Georgia, Florida and North Carolina. No collective bargaining agreement exists for any of our employees. We consider our relations with our employees to be good. In January 2002, we reduced our staff by approximately 70 employees. Also, in 2002, we sold certain furniture and fixtures in a customer service center located in Florida to a third party. In conjunction with the sale, approximately 65 employees in that customer service center went to work for the buyer.

Trademarks

CompuCredit, Aspire, Aspire A Mas, Aspire Diamond, Aspire Rapid Miles, For Everything You Aspire To Be, Get On Get Yours, Para Todo Lo Que Aspira A' Ser and Transforming Information into Value are registered trademarks of CompuCredit. AspireCard, Aspire Ahora, Emerge, InCharge, Its

Your Credit Take Charge of It and One Screen are common law trademarks of CompuCredit. We consider these trademarks to be readily identifiable with, and valuable to, our business. This Annual Report on Form 10-K also contains trade names and trademarks of other companies that are the property of their respective owners.

Proprietary Rights and Licenses

We regard our database management system and our customer selection and risk evaluation criteria as confidential and proprietary. We initially developed our pre-screen customer selection criteria under a contract with a national credit bureau; however, we own all intellectual property rights in the resulting model. Our database management system was developed by Visionary Systems, Inc. and VSx Corporation under a contract pursuant to which we held an exclusive, perpetual license to use, copy, execute, display and reproduce the software constituting our database management system. In May 2001, we purchased from VSx Corporation the components of the data management system known as the "Brain," and entered into a license agreement with Visionary Systems, which continues to own one component of the software known as the "Switch." Pursuant to our agreement with Visionary Systems, we were granted a nonexclusive license to use, copy, execute or display for internal use the Switch, a system that automates the evaluation of customer application data and, among other things, provides us with real-time access to credit information concerning our target market and our customers. In addition, Visionary Systems continues to provide substantially all of the computer software design and implementation services we require in the continuing refinement and use of our computer software systems. Visionary Systems has granted to us 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 the Switch. During 2001, we paid approximately $20.1 million to Visionary Systems and its subsidiaries for software development, loan origination, consulting services, intellectual property and two patents. Certain of our officers have an indirect investment in Visionary Systems. For more information regarding our relationship with Visionary Systems, see "Item 13. Certain Relationships and Related Transactions."

RISK FACTORS

In addition to other factors and matters discussed elsewhere in this Annual Report on Form 10-K, set forth below are factors that we believe may affect our performance or cause actual results to differ materially from forward-looking statements that we have made or may make in the future. The risks and uncertainties described below are not the only risks we face. These risks are the ones we consider to be the most significant at this time. We might be wrong. There may be risks that you in particular view differently than we do, and there are other risks and uncertainties that are not presently known to us or that we currently consider less significant, but that may in fact impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition could be seriously harmed and the trading price of our common stock could decline.

Our financial performance is significantly dependent upon the collectibility of the credit card receivables that we originate or purchase.

Collectibility is a function of many factors, including the validity of the selection criteria that we use in issuing credit cards, the maturity (seasoning) of the relationships with our customers, and general economic conditions, and it is extremely difficult to predict. Lower collectibility adversely impacts our performance. To the extent that we have over estimated collectibility, in all likelihood we have over estimated our performance. Some of these concerns are discussed more fully below.

We may not successfully evaluate the creditworthiness of our customers and may not price our credit products so as to remain profitable. Our 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 our 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 are establishing or expanding their credit and consumers who may have had a delinquency, a default or, in some instances, a bankruptcy in their credit histories, but have, in our view, demonstrated recovery. We price our credit products taking into account the risk level of our target customers. However, greater than expected nonpayment and delinquency rates would harm our profitability.

The lack of seasoning of our credit card portfolio makes it difficult to predict the performance of our business. A portfolio of older accounts generally behaves more predictably than a newly originated portfolio. As of December 31, 2001, 94% of our total portfolio was comprised of originated receivables and most of these originated receivables were less than two years old. In general, as the average age of an originated credit card receivables portfolio increases, delinquency and charge off rates can be expected to increase and then stabilize. Any increases in delinquencies and charge offs beyond our expectations will decrease the value of our retained interests in securitization transactions resulting in a decrease in our net income. This also may reduce the funds available for our future growth and may hinder our ability to complete other securitizations in the future. As recently as the fourth quarter of 2000 and throughout 2001 a greater than expected charge off ratio adversely impacted our business and stock price.

An economic slowdown could increase credit losses and/or decrease our growth. Because our business is directly related to consumer spending, any period of economic slowdown or recession could make it more difficult for us to add or retain accounts or account balances. In addition, during periods of economic slowdown or recession, we expect to experience an increase in rates of delinquencies and the frequency and severity of credit losses. Our actual rates of delinquencies and frequency and severity of credit losses may be higher under adverse economic conditions than those experienced in the consumer finance industry generally because of our focus on the underserved market. Moreover, because we have experienced only limited adverse general economic conditions since we began originating accounts, we may not accurately anticipate the effect of an economic slowdown or a recession.

Because a significant portion of our reported income is based on our management's estimates of the performance of securitized receivables, differences between actual and expected performance of the receivables may cause fluctuations in net income. Income from the sale of receivables in 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 our income. Portions of this income are based primarily on management's estimates of cash flows we expect to receive from the interests that we retain when we securitize receivables. Differences between actual and expected performance of the receivables may cause fluctuations in our 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, discount rates and required amortization payments. These estimates are based on a variety of factors, many of which are not within our control. As a result, these estimates will differ from actual performance.

Increases in expected losses and delinquencies may prevent us from continuing to securitize receivables in the future on similar terms. Greater than expected delinquencies and losses could also impact our ability to complete other securitization transactions on acceptable terms or at all, thereby decreasing our liquidity and forcing us to either decrease or stop our growth or rely on alternative, and potentially more expensive funding sources to the extent available.

Increases in expected losses and delinquencies may cause us to incur losses on our retained interests. If the actual amounts of delinquencies and losses that occur in our securitized receivables are greater than our expectations, the value of our retained interests in the securitization transactions will be decreased. Since we derive a portion of our income from these retained interests, higher than expected rates of delinquency and loss could cause our net income to be lower than expected. In addition, under the terms of our securitizations agreements, certain levels of loss and delinquency could result in us being required to repay our securitizations investors earlier than expected, reducing funds available to us for future growth.

Seasonal consumer spending may result in fluctuations in our net income. Our quarterly income may substantially fluctuate as a result of seasonal consumer spending. In particular, our customers 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.

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

Due to the lack of historical experience with internet customers, we may not be able to successfully target these customers or evaluate their creditworthiness. There is less historical experience with respect to the credit risk and performance of credit card customers acquired over the internet. As part of our growth strategy, we may expand our origination of credit card accounts over the internet; however, we may not be able to successfully target and evaluate the creditworthiness of these potential customers. Therefore, we may encounter difficulties managing the expected delinquencies and losses and appropriately pricing our products.

We are substantially dependent upon securitizations and other borrowed funds in order to fund the credit card receivables that we originate or purchase.

All of our securitization facilities are of finite duration (and ultimately will need to be extended or replaced) and contain conditions that must be fulfilled in order for funding to be available. In the event that advance rates for securitizations are reduced, investors in securitizations require a greater rate of return, we fail to meet the requirements for continued funding, or securitizations otherwise become unavailable to us, we may not be able to maintain or grow our base of credit card receivables or it may be more expensive for us to do so. In addition, because of advance rate limitations, we maintain retained interests in our securitizations that must be funded through profitable operations, equity raised from third parties, or funds borrowed elsewhere. The cost and availability of equity and borrowed funds is dependent upon our financial performance, the performance of our industry generally, and general economic and market conditions, and recently has been both expensive and difficult to obtain. Some of these concerns are discussed more fully below.

We may be unable to meet our future capital and liquidity needs or may be forced to rely on more expensive funding sources to sustain our growth. We will require additional capital in the future, and we may not be able to sell debt or equity securities, securitize our receivables or borrow additional funds on a timely basis or on terms that are acceptable to us. To the extent that we continue to grow our receivables, our cash requirements are likely to exceed the amount of cash we generate from operations. We have financed substantially all of our originated and purchased receivables through securitizations. Because the terms of our securitizations are negotiated with each investor, the terms of our future securitizations may not be as favorable to us as the terms of our existing securitizations. If additional or future securitization transactions are not available on terms we consider acceptable or if

existing securitization facilities are not renewed on terms as favorable as we have now, we may have to rely on other more expensive funding sources, we may not be able to grow or we may have to reduce our managed loans outstanding. As recently as the fourth quarter of 2001, disruptions in the credit markets adversely affected the ability of companies like us to raise money from these sources. Furthermore, our ability to securitize our assets depends on the continued favorable legal, regulatory, accounting and tax environment for these transactions.

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 our quarterly income. Factors that affect the timing or volume of securitizations include the growth in our receivables, market conditions and the approval by all parties of the terms of the securitization.

We may be required to pay to investors in our securitizations an amount equal to the amount of securitized receivables if representations and warranties made to us by sellers of the receivables are inaccurate. The representations and warranties made to us by sellers of receivables we purchased may be inaccurate. We rely on these representations and warranties when we securitize these purchased receivables. Our securitization transactions involve us making representations and warranties to investors and, generally speaking, if there is a breach of our representations and warranties, then under the terms of the applicable investment agreement, we could be required to pay the investors a sum equal to the amount of the securitized receivables. Thus, our reliance on a representation or warranty of a receivables seller, which proves to be false and causes a breach of one of our representations or warranties, could subject us to a potentially costly liability.

Our financial performance is, in part, a function of the aggregate amount of credit card receivables that are outstanding.

This aggregate amount is a function of many factors including purchase rates, payment rates, interest rates, seasonality, general economic conditions, competition from other credit card issuers and other sources of consumer financing, access to funding as noted above, and the success of our marketing efforts. To the extent that we have over estimated the size or growth of our credit card receivables, in all likelihood we have over estimated our future performance.

Intense competition for credit card customers may cause us to lose accounts or account balances to competitors. We may lose entire accounts, or may lose account balances, to competing card issuers that offer lower interest rates and fees or other more attractive terms or features. We believe that customers choose credit card issuers largely on the basis of interest rates, fees, credit limits and other product features. For this reason, customer loyalty is often limited. Our future growth depends largely upon the success of our marketing programs and strategies. Our 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® credit cards. Some of these competitors may already use or may begin using many of the programs and strategies that we have used to attract new accounts. In addition, many of our competitors are substantially larger than we are and have greater financial resources. Further, the Gramm-Leach-Bliley Act of 1999, which permits the affiliation of commercial banks, insurance companies and securities firms, may increase the level of competition in the financial services market, including the credit card business.

We may be unable to sustain and manage our growth. We may experience fluctuations in net income or sustain net losses if we are not able to sustain or effectively manage our growth. Growth is a product of a combination of factors, many of which are not in our control. Factors include:

•: growth in both existing and new account balances;
•: the degree to which we lose accounts and account balances to competing credit card issuers;
•: levels of delinquencies and credit losses;

•: the availability of funding, including securitizations, on favorable terms;
•: our ability to attract new customers through originations or portfolio purchases;
•: the level of costs of soliciting new customers;
•: the level of response to our solicitations;
•: our ability to employ and train new personnel;
•: our ability to maintain adequate management systems, collection procedures, internal controls and automated systems; and
•: general economic and other factors beyond our control.

Many of our expenses are fixed and are not easily reduced or easily increased, if needed.

In the event that we overestimate the size or growth of our business, we may have excessive expenses that adversely impact our future performance. In the event that we underestimate the size or growth, we may not be able to service the credit card receivables that we originate or purchase as effectively as we otherwise would.

We operate in a heavily regulated industry.

Changes in bankruptcy, privacy or other consumer protection laws may adversely affect our ability to collect credit card account balances or otherwise adversely affect our business or expose us to litigation. Similarly, regulatory changes could adversely affect our ability to market credit cards and other products and services to our customers. The accounting rules that govern our business are exceedingly complex, difficult to apply, and in a state of flux. As a result, how we value our credit card receivables and otherwise account for our business (including whether we consolidate our securitizations) is subject to change depending upon the interpretation of, and changes in, those rules. Some of these issues are discussed more fully below.

Consumer protection laws may make collection of credit card account balances more difficult or may expose us to the risk of litigation. Any failure to comply with legal requirements by Columbus Bank and Trust, as the issuer of our credit cards, or by us or Columbus Bank and Trust, as the servicer of our credit card accounts, could significantly impair our ability or the ability of Columbus Bank and Trust to collect the full amount of the credit card account balances. Further, any such failure to comply with the law could expose us or Columbus Bank and Trust to the risk of litigation under state and federal consumer protection statutes, rules and regulations. Our operations and the operations 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 our business. Due to the consumer-oriented nature of the credit industry, there is a risk that we 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. The institution of any litigation of this nature or any judgment against us or any other industry participant in any litigation of this nature could adversely affect our business and financial condition in a variety of ways. For more information regarding consumer and debtor protection laws applicable to us and Columbus Bank and Trust, see "Item 1. Business—Consumer and Debtor Protection Laws and Regulations."

Changes in law may increase our credit losses and administrative expenses, restrict the amount of interest and other charges imposed on the credit card accounts or limit our ability to make changes to existing accounts. Numerous legislative and regulatory proposals are advanced each year which, if adopted, could harm our profitability or limit the manner in which we conduct our activities. Changes in federal and state bankruptcy and debtor relief laws may increase our 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 we originated or marketed, limit our ability to make changes to the terms on existing accounts or otherwise significantly harm our business.

Negative publicity may impair acceptance of our 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 claim are either confusing or result in prices that are too high. Increased criticism of the industry or criticism of us in the future could hurt customer acceptance of our products or lead to changes in the law or regulatory environment, either of which would significantly harm our business.

Internet security breaches could damage our reputation and business. Internet security breaches could damage our reputation and business. As part of our growth strategy, we may expand our origination of credit card accounts over the internet. The secure transmission of confidential information over the internet is essential to maintaining consumer confidence in our products and services offered online. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology used by us to protect customer application and transaction data transmitted over the internet. Security breaches could damage our reputation and expose us to a risk of loss or litigation. Moreover, consumers generally are concerned with security and privacy on the internet, and any publicized security problems could inhibit the growth of the internet as a means of conducting commercial transactions. Our ability to solicit new account holders over the internet would be severely impeded if consumers become unwilling to transmit confidential information online.

We routinely explore various opportunities to grow our business, including the purchase of credit card receivable portfolios and other businesses.

There are a number of risks attendant to any acquisition, including the possibility that we will overvalue the assets to be purchased, that we will not be able to successfully integrate the acquired business or assets, and that we will not be able to produce the expected level of profitability from the acquired business or assets. As a result, the impact of any acquisition on our future performance may not be as favorable as expected and actually may be adverse.

Our portfolio purchases may cause fluctuations in reported managed loan data, which may reduce the usefulness of historical managed loan data in evaluating our business. Our reported managed loan data may fluctuate substantially from quarter to quarter as a result of recent and future portfolio acquisitions. As of December 31, 2001, portfolio acquisitions account for 6% of our total portfolio and may account for a significant portion of our credit card receivables in the future.

Credit card receivables included in purchased portfolios may have been originated using credit criteria different from our criteria. As a result, some of these receivables have a different credit quality than receivables we originated. 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 us. These receivables may also earn different interest rates and fees as compared to other similar receivables in our receivables portfolio. These variables could cause our reported managed loan data to fluctuate substantially in future periods making the evaluation of our business more difficult.

Other Risks.

We also face a number of other uncertainties. These incude:

Unless we obtain a bank charter, we cannot issue credit cards other than through an agreement with a bank. Because we do not have a bank charter, we currently cannot issue credit cards other than through an agreement with a bank. We issue our credit cards under an agreement with Columbus Bank and Trust. Unless we obtain a bank charter, we will continue to rely upon Columbus Bank and Trust to

issue credit cards to our customers. If our agreement with Columbus Bank and Trust were terminated or otherwise disrupted, there is a risk that we would not be able to enter into an agreement with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business.

Because we outsource our account processing functions, any disruption or termination of that outsourcing relationship could harm our business. We outsource certain account processing functions for the 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 we would not be able to enter into a similar agreement with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business. For additional information on services provided to us by third parties, see "Item 1. Business—Account and Portfolio Management."

If we obtain a bank charter, any changes in applicable state or federal laws could adversely affect our business. In the future, we may apply for a bank charter. If we obtain a bank charter, we will be subject to the various state and federal regulations generally applicable to similar institutions, including restrictions on the ability of the banking subsidiary to pay dividends to us. We are 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.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 2. PROPERTIES

Our principal executive offices, comprising approximately 137,000 square feet, and our operations centers and collection facilities, comprising approximately 86,000 square feet, are located in leased premises in Atlanta, Georgia and North Wilkesboro, North Carolina. Our fee-based business, comprising approximately 10,500 square feet, is located in leased premises in Daytona Beach, Florida. We believe that our facilities are suitable to our businesses and that we will be able to lease or purchase additional facilities as our needs require.

ITEM 3. LEGAL PROCEEDINGS

CompuCredit, David Hanna, our Chief Executive Officer, and Brett Samsky, our Chief Financial Officer from our inception until January 2001, are defendants in a class action lawsuit pending in the Federal District Court for the Northern District of Georgia, Case No. 1:00-CV-2930-BBM. This lawsuit arose from the decline in the market value of our common stock on October 25, 2000, and alleges that prior to that date CompuCredit, Mr. Hanna and Mr. Samsky made false and misleading statements in violation of Federal securities laws. The lawsuit seeks compensatory monetary damages and legal fees. In July 2001, we filed a motion to dismiss the lawsuit. On February 19, 2002, the court granted our motion to dismiss, but allowed the plaintiffs to file a motion seeking leave to amend their complaint. On March 22, 2002, the plaintiffs filed a motion requesting additional time to amend their complaint. That motion is pending. We still maintain our position that we do not believe that this lawsuit has any merit, and we intend to continue to defend it vigorously. We do not believe that the lawsuit is reasonably likely to have a material adverse effect on our financial position or results of operations. In addition, we could become involved in litigation from time to time relating to claims arising in the ordinary course of our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended December 31, 2001.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Our common stock has traded on the Nasdaq National Market under the symbol "CCRT" since our initial public offering in April 1999. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the Nasdaq National Market. As of February 25, 2002, there were approximately 88 holders of our common stock, not including persons whose stock is held in nominee or "street name" accounts through brokers.

2001	High		Low
1st Quarter 2001	$	25.88	$	6.53
2nd Quarter 2001		13.50		7.09
3rd Quarter 2001		15.39		5.85
4th Quarter 2001		11.78		5.67

2000	High		Low
1st Quarter 2000	$	44.00	$	27.50
2nd Quarter 2000		36.88		27.38
3rd Quarter 2000		60.31		28.00
4th Quarter 2000		66.06		14.50

The closing price of our common stock on the Nasdaq National Market on March 15, 2002 was $6.50. We have never declared or paid cash dividends on our common stock and do not anticipate paying a cash dividend on our common stock in the foreseeable future. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Funding and Capital Resources."

ITEM 6. SELECTED FINANCIAL DATA

The following tables set 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 our consolidated financial statements and the related notes and with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K. We have derived the following selected financial data, except for the selected credit card data, for the years ended December 31, 2001, 2000, 1999, 1998 and 1997, which have been audited by Ernst & Young LLP, independent auditors. In April 2000, we acquired Citadel Group, Inc. of Daytona Beach, Florida. The transaction was accounted for as a pooling of interests. All amounts have been restated to reflect the financial position, results of operations and cash flows of the respective companies as though the companies were combined for all periods presented.

In August 1997, we began securitizing our credit card receivables. In each securitization, we receive cash, retain an interest in the receivables that are securitized, retain the rights to receive cash in the future and service the accounts. Securitizations are treated as sales under Generally Accepted Accounting Principles. As such, we remove the securitized loans from our Consolidated Balance Sheet. The performance of the underlying credit card receivables will affect the future cash flows we actually receive. The information in the following table under "Selected Credit Card Data" is presented for the credit card receivables that we have securitized.

		Year Ended December 31,
		2001			2000			1999			1998			1997
		(In thousands, except per share data)
Statement of Operations Data:
Interest income		$	2,347		$	7,091		$	2,152		$	286		$	2,658
Interest expense			317			—			—			595			361

	Net interest income (expense)		2,030			7,091			2,152			(309	)		2,297
Provision for loan losses			—			—			—			—			1,422

Net interest income (expense) after provision for loan losses			2,030			7,091			2,152			(309	)		875
Securitization income (loss)			(8,400	)		11,778			12,470			13,596			628
Income from retained interests in credit card receivables securitized			11,328			113,944			88,800			25,483			—
Other operating income			148,943			109,247			55,332			20,294			1,383
Other operating expense			149,489			117,905			60,384			19,968			3,611

	Income (loss) before income taxes		4,412			124,155			98,370			39,096			(725	)
Income taxes			(1,545	)		(41,781	)		(34,267	)		(15,479	)		—

Net income (loss)		$	2,867		$	82,374		$	64,103		$	23,617		$	(725	)

Net income (loss) attributable to common shareholders		$	2,723		$	82,374		$	63,521		$	21,817		$	(1,341	)

Net income (loss) per diluted share		$	0.06		$	1.79		$	1.61		$	0.65		$	(0.04	)

	At December 31,
	2001		2000		1999		1998		1997
	(In thousands)
Balance Sheet Data:
Retained interests in credit card receivables securitized	$	358,889	$	325,583	$	165,572	$	65,184	$	15,037
Total assets		536,457		470,505		225,548		88,316		20,215
Shareholders' equity		446,479		404,181		176,221		53,276		19,127

	At or for the Year Ended December 31,
	2001			2000			1999			1998			1997
	(In thousands, percentages annualized)
Selected Credit Card Data:
Average managed loans	$	1,695,573		$	1,178,957		$	589,820		$	306,706		$	11,151
Period-end managed loans	$	1,891,842		$	1,528,372		$	898,691		$	503,985		$	27,899
Period-end managed accounts		2,185			2,178			1,181			343			45
Net interest margin		21.0	%		23.0	%		22.1	%		19.9	%		19.4	%
Operating ratio		9.0	%		7.7	%		8.1	%		5.1	%		16.3	%
Net charge off ratio		14.9	%		11.2	%		13.3	%		13.2	%		3.6	%
Adjusted charge off ratio(1)		14.8	%		10.7	%		4.6	%		3.4	%		3.6	%
Delinquency ratio		11.1	%		9.5	%		6.4	%		8.6	%		5.3	%

(1): During 1998 we purchased two portfolios of credit card receivables at substantial discounts from the face amount of the credit card receivables outstanding. A portion of the discount related to the credit quality of the receivables. For purposes of reporting our adjusted charge off ratio, we have used this discount related to credit quality to offset a portion of our actual charge offs. See "Selected Credit Card Data" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information about these portfolio purchases and the associated discounts.

The following tables contain unaudited quarterly results for the years ended December 31, 2001 and 2000.

Selected Quarterly Financial Data

	At or for the Three Months Ended
	2001												2000
	Dec. 31			Sep. 30			Jun. 30			Mar. 31			Dec. 31			Sep. 30			Jun. 30			Mar. 31
	(Unaudited, in thousands)
Summary of operations:
Net interest income	$	114		$	271		$	636		$	1,009		$	1,461		$	1,796		$	2,402		$	1,432
Securitization (loss) income, net		(9,475	)		571			238			266			1,981			4,041			3,967			1,789
(Loss) income from retained interests in credit card receivables securitized		(44,554	)		19,159			21,278			15,445			20,593			29,547			31,455			32,349
Other operating income		40,053			40,302			35,257			33,331			33,256			27,711			25,060			23,220
Other operating expense		37,160			37,314			34,773			40,242			39,850			29,851			24,942			23,262

(Loss) income before income taxes		(51,022	)		22,989			22,636			9,809			17,441			33,244			37,942			35,528
Income taxes		17,860			(8,049	)		(7,923	)		(3,433	)		(6,104	)		(11,068	)		(13,072	)		(11,537	)

Net (loss) income	$	(33,162	)	$	14,940		$	14,713		$	6,376		$	11,337		$	22,176		$	24,870		$	23,991

	At or for the Three Months Ended
	2001									2000
	Dec. 31			Sep. 30		Jun. 30		Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
	(Unaudited)
Per common share:
Basic	$	(0.72	)	$	0.32	$	0.32	$	0.14	$	0.24	$	0.48	$	0.54	$	0.54
Diluted		(0.72	)		0.32		0.32		0.14		0.24		0.48		0.53		0.54

	At or for the Three Months Ended
	2001								2000
	Dec. 31		Sep. 30		Jun. 30		Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
	(Unaudited, in thousands)
Balance sheet data:
Retained interests in credit card receivables securitized	$	358,889	$	393,885	$	361,731	$	328,681	$	325,583	$	254,967	$	234,077	$	199,397
Total assets		536,457		538,304		489,466		471,673		470,505		455,162		426,851		403,882
Shareholders' equity		446,479		440,273		425,333		410,557		404,181		392,844		369,560		345,454

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Item 6. Selected Financial Data" and our consolidated financial statements and the related notes included herein.

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements. We have based these forward-looking statements on our current plans, expectations and beliefs about future events. In light of the risks, uncertainties and assumptions discussed under the caption "Risk Factors" in "Item 1. Business" of this Annual Report on Form 10-K and other factors discussed in this section, there is a risk that our actual experience will differ materially from the expectations and beliefs reflected in the forward-looking statements in this section. See "Cautionary Notice Regarding Forward-Looking Statements."

General

CompuCredit is a credit card company that originates and purchases credit card receivables and markets products and services to its customers for which it earns fees. We market unsecured credit cards through direct mail, telemarketing and the internet.

We generate revenue primarily through (1) interest income and late fees on outstanding revolving credit card receivables, (2) credit card fees, including annual membership, cash advance, over-limit and other credit card fees, and (3) interchange fees, which are the portion of the merchant fees assessed by Visa and MasterCard and passed on to us on the purchase volume on our 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. Our primary expenses are the costs of funding our receivables, credit losses and operating expenses, including employee compensation, account solicitation and marketing expenses, data processing, servicing expenses and income taxes.

In April 2000, we acquired Citadel Group, Inc. of Daytona Beach, Florida. The transaction was accounted for as a pooling of interests. All amounts have been restated to reflect the financial position, results of operations and cash flows of the respective companies as though the companies were combined for all periods presented.

We have increased our receivables portfolio through the use of our target marketing system to originate customers through direct mail, television, telemarketing and internet campaigns. We have also added accounts in the past by purchasing portfolios of credit card receivables. Absent portfolio acquisitions, the size of our receivables depends in part on the timing, size and success of our marketing campaigns. During periods of reduced marketing our receivables portfolio may not grow and may even decline. We have reduced our marketing growth plans for 2002 as compared to 2001. We believe this is prudent for us given the uncertainties that exist in the economy as well as in the financial markets in general. We intend to pursue portfolio acquisitions that have appropriate returns for our business and we intend to grow our existing portfolio through marketing campaigns during 2002, although at a much slower rate than 2001.

Absent any portfolio acquisitions, given seasonal patterns of payments and purchases and our reduced marketing plans, we believe our portfolio may decrease slightly during the first half of the year and then level off or slightly increase during the remainder of 2002. If we see improvements in the financial markets, we may increase our marketing plans during 2002, which would in turn increase our receivables portfolio. Additionally, any portfolio acquisitions during 2002 would also increase our receivables portfolio.

Credit Card Securitizations

We have securitized a substantial portion of our credit card receivables. Our securitization agreements with investors specify the conditions and price of each sale including the total amount of receivables the investor is committing to purchase from us. The agreements include terms and conditions that are similar to those included in bank loan agreements and define our duties to service the securitized receivables. We are 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 us to continue to securitize receivables and in order for us to receive any additional cash from the collections of the receivables. In each securitization transaction, we retain the risk of compliance with federal and state laws and regulations regarding the securitized accounts and any fraudulent activity with regard to such accounts.

After an initial purchase by the investors, there is usually a period during which collections from the receivables are used to purchase new receivables. 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 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 our financial condition. A breach of a representation or warranty made by us could also cause an amortization period to begin.

The investors in the securitizations require us 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. We negotiate with each investor the amount of the credit support, which is based on historical and expected delinquency and loss experience on the receivables. The credit support is usually in the form of overcollateralization, which means that we sell 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 that we own, which is also referred to as a subordinated interest, or a Seller's Interest. The investors in the securitized receivables have no recourse against us for our cardholders' failure to pay their credit card loans; however, most of our Seller's Interests are subordinated to the investors' interests until the investors have been fully repaid. This means that our Seller's Interests will first absorb any losses due to cardholders' failure to repay their balances before investors in the securitizations have to absorb these losses.

We 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, we receive cash, retain a Seller's Interest, retain the rights to receive cash in the future and service the accounts. Our securitizations are treated as sales under Generally Accepted Accounting Principles. As such, we remove the securitized loans from our Consolidated Balance Sheet. As noted above, we retain a Seller's Interest in the pool of assets included in each securitization, with the right to receive collections allocated to such subordinated interest after payments to investors are made. The collections received are recorded as Income from Retained Interests in Credit Card Receivables Securitized. The Seller's Interest equals the fair market value of the assets included in the securitization structure less the investors' ownership. Additionally, we recognize an "interest-only" ("I/O") strip, which is the present value of the projected excess cash flows the receivables will produce during its life. The excess cash flow is the excess of the finance charges and late fees generated by the securitized receivables over the related credit losses, interest paid to investors, servicing costs and certain other expenses. The I/O strip and the Seller's Interest are included in Retained Interests in Credit Card Receivables Securitized on our Consolidated Balance Sheet. Amounts

Due from Securitization on our balance sheet include payments recently received on the securitized receivables that are still held by the securitization structure but are payable to us in the next 30 days.

Securitizations are accounted for under Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 140"), and, prior to April 1, 2001, were accounted for under Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 125"). Under these statements, gains or losses are recognized at the time of each sale and as they are recorded as securitization income or loss in our income statement. Gains or losses on the sales of receivables depends in part on the previous carrying amount of the financial assets sold as well as the fair value of the assets and cash proceeds received.

The securitization transactions do not affect the relationship we have with our customers. We continue to service the credit card receivables. As of December 31, 2001, 2000 and 1999, respectively, we received servicing fees equal to either the cost of servicing the portfolio plus 0.1% per year of the securitized principal receivables or 5% of cash collected, depending on the securitization. We either perform the servicing or contract with third party service providers.

The table below summarizes our securitization activity.

	Year Ended December 31,
	2001			2000		1999
	(In thousands)
Proceeds from securitizations	$	344,784		$	591,946	$	448,230
Excess cash flows received on retained interests		202,350			155,000		92,804
Pretax securitization income (loss)		(8,400	)		11,778		12,470

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 our retained interests in the receivables pool. Investors in our securitization programs generally are 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 notes or participation interests in the receivables pool.

As additional credit support on our securitization structures associated with our purchased receivables, we pay a portion of the excess cash collected to the investors as an accelerated amortization payment. This excess cash totaled $13.0 million for the year ended December 31, 2001 and $15.6 million for the year ended December 31, 2000. The decrease is due to a reduction in the size of the purchased portfolios. Once the investors are repaid, any remaining receivables and funds are payable to us.

Results of Operations

Year Ended December 31, 2001, Compared to Year Ended December 31, 2000

Net income for the year ended December 31, 2001 was $2.9 million, or $0.06 per diluted share, a decrease of $79.5 million from net income of $82.4 million for the year ended December 31, 2000. The decrease in net income was due primarily to a decrease in income from retained interests in credit card receivables securitized in 2001 of $102.6 million, the securitization loss of $8.4 in 2001 and an increase in operating expenses of $31.6 million.

During the fourth quarter, we sold approximately $36.3 million of our retained interests in credit card receivables securitized for net proceeds of approximately $26.7 million. Approximately $27.0 million of our retained interests sold were to a related party, which is more fully described in "Item 13. Certain Relationships and Related Transactions." The $9.6 million difference is a loss on sale under the provisions of Statement No. 140 and is included in our securitization loss for 2001. Prior to the fourth quarter of 2001, we did not sell any retained interests in credit card receivables securitized at a discount to face value.

Income from retained interests in credit card receivables securitized decreased to $11.3 million in 2001 when compared to $113.9 million in 2000 due primarily to a decrease in the fair market value of our retained interests in credit card receivables securitized at December 31, 2001. Additionally, the income earned on the retained interest during 2001 was less than the income earned during 2000 due primarily to an increase in our charge off rates of our securitized receivables. See our discussion under "Net Securitization Income (Loss) and Income from Retained Interests in Credit Card Receivables Securitized."

The fair market value of our retained interests in credit card receivables securitized decreased at December 31, 2001 due primarily to a substantial increase in the market interest rate (or discount rate) used to discount the associated cash flows and an increase in the charge off rate used in valuing our retained interests. The increase in the market interest rate reflects the interest rate implicit in sales of retained interests that occurred during the fourth quarter of 2001. The increase in charge offs is due primarily to the seasoning of the portfolio and a general slowdown in economic conditions. The seasoning of a portfolio takes place as the average age of the portfolio increases. In general, as the average age of an originated credit card receivables portfolio increases, charge off and delinquency rates can be expected to first be artificially low during the first six months of their life; dramatically increase and peak towards the rest of the first year and during the second year; and then decrease and stabilize after year two. We have observed this trend in the industry as well as within our own originated portfolio.

The largest component of our income comes from the profit generated from our managed receivables. Growth in managed receivables cannot be predicted with certainty. In general, it is a product of our marketing and other strategic efforts. However, it is also dependent upon a number of factors that we are not able to control, such as levels of consumer spending, competition and general economic circumstances.

Other operating income, excluding securitization income and income from retained interests in credit card receivables securitized, increased to $148.9 million for the year ended December 31, 2001 from $109.2 million for the year ended December 31, 2000. This increase is due primarily to the increase in other credit card fees, which includes annual membership, over-limit and cash advance fees. The revenue associated with these fees increased as a result of the growth of our managed loans and due to certain accounts structured to have higher fees and lower finance charges.

Other operating expenses increased to $149.5 million for the year ended December 31, 2001 from $117.9 million for the year ended December 31, 2000. These increases primarily reflect the increase in the cost of operations associated with the growth in our business, including additional servicing and collection costs, offset by a decrease in our marketing and solicitation expenses. Subsequent to 2001, we implemented certain cost cutting initiatives that we believe will reduce our cost of operations in 2002 as a percentage of average managed loans.

Year Ended December 31, 2000, Compared to Year Ended December 31, 1999

Net income for the year ended December 31, 2000 was $82.4 million, or $1.79 per diluted share, an increase of $18.3 million over net income of $64.1 million for the year ended December 31, 1999. The increase in our net income in 2000 is due primarily to an increase in income from retained interests in credit card receivables securitized, which increased $25.1 million. This increase is due

primarily to the growth of our managed loans from $898.7 million at December 31, 1999 to $1.5 billion at December 31, 2000. The increases in income were partially offset by increases in the cost of operations caused by the growth in our business including servicing and additional marketing and solicitation expense.

The largest component of our income comes from the profit generated from our managed receivables. Growth in managed receivables cannot be predicted with certainty. In general, it is a product of our marketing and other strategic efforts. However, it is also dependent upon a number of factors that we are not able to control, such as competition and general economic circumstances. Recent growth in receivables, particularly during the fourth quarter of 2000, was substantially impacted by these external factors and was at a lower rate than expected.

Other operating income, excluding securitization income and income from retained interests in credit card receivables securitized, increased to $109.2 million for the year ended December 31, 2000 from $55.3 million for the year ended December 31, 1999. The increase is due to an increase in our managed loans and the number of accounts, which grew from 1.2 million at December 31, 1999 to 2.2 million as of December 31, 2000. Strong growth in new customers, an increase in the number of customers purchasing our fee based products and an increase in credit card fees, such as annual, membership, late, over-limit and cash advance fees resulted in the increase in other operating income.

Other operating expenses increased to $117.9 million for the year ended December 31, 2000 from $60.4 million for the year ended December 31, 1999. This increase primarily reflects the increase in the cost of operations associated with the growth in our business, including additional marketing and solicitation expenses and additional servicing costs.

Net Interest Income and Interest Expense

Net interest income consists of interest income earned on cash and cash equivalents less interest expense. Net interest income totaled $2.0 million for the year ended December 31, 2001, $7.1 million for the year ended December 31, 2000 and $2.2 million for the year ended December 31, 1999. The decrease in net interest income of $5.1 million during 2001 is attributable to the usage of the cash proceeds we received from our first quarter 2000 follow-on public offering as well as an increase in interest expense associated with amounts outstanding under our revolving credit facility. The increase in net interest income of $4.9 million in 2000 as compared to 1999 is attributable to the investing of the cash proceeds we received from our first quarter 2000 follow-on public offering.

During 2001, we utilized our $25.0 million one-year revolving credit facility. As of December, 2001, $15.0 million was outstanding under this facility and $10.0 million was reserved for a letter of credit in favor of a third party servicer. The revolving credit facility expired in January 2002 and was paid in full.

Net Securitization Income (Loss) and Income from Retained Interests in Credit Card Receivables Securitized

Retained Interests in Credit Card Receivables Securitized are valued in accordance with the provisions of Statement No. 140. These retained interests are subsequently accounted for as trading securities and reported at estimated fair market value in accordance with Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("Statement No. 115"). See "Credit Card Securitizations."

Net securitization income (loss) is recognized under Statement No. 140 at the time the receivables are securitized. Gains or losses on sales of receivables depend in part on the previous carrying amount of the financial assets sold as well as the fair value of the assets and cash proceeds received. In a sale, we receive cash, retain an interest in the receivables sold (Seller's Interest) and retain rights to receive cash in the future (the I/O strip). Net securitization loss for the year ended December 31, 2001 was

$8.4 million, compared to net securitization income of $11.8 million for the year ended December 31, 2000 and $12.5 million of securitization income for the year ended December 31, 1999. The securitization loss in 2001 as compared to securitization income in 2000 is due primarily to sales of retained interests at a loss during the fourth quarter of 2001. During the fourth quarter, we sold approximately $36.3 million of our retained interest in credit card receivables securitized for net proceeds of approximately $26.7 million. Approximately $27.0 million of our retained interests sold were to a related party, which is more fully described in "Item 13. Certain Relationships and Related Transactions." The $9.6 million difference is a loss under Statement No. 140 and is included in our securitization loss for 2001. Prior to the fourth quarter 2001, we did not sell any retained interests in credit card receivables securitized at a discount to face value. Net securitization income decreased slightly in 2000 compared to 1999 due primarily to an increase in the charge off rate of the portfolio.

Income from retained interests in credit card receivables securitized includes the income earned on the retained interests and any changes in the fair value of the retained interest in credit card receivables securitized in accordance with Statement No. 115. Income from retained interests in credit card receivables securitized for the year ended December 31, 2001 was $11.3 million, compared to $113.9 million for the year ended December 31, 2000 and $88.8 million for the year ended December 31, 1999. The significant decrease in our income from retained interests in credit card receivables securitized is due to a decrease in the fair value of the retained interests at December 31, 2001. This decrease in the fair value is due primarily to the increase in our discount rate from 16.7% at December 31, 2000 to 34.9% at December 31, 2001. The increase in the discount rate reflects the interest rate implicit in sales of retained interests that occurred during the fourth quarter of 2001. Additionally, the decrease in fair value is due to an increase in our charge off assumptions from 10.9% at December 31, 2000 to 16.7% at December 31, 2001. The increase in the charge off assumption is due primarily to the seasoning of the portfolio and general economic conditions.

The fair value of our retained interests in credit card receivables securitized is estimated by discounting the expected future cash flows from the receivables that have been securitized at rates which we believe are consistent with those that would be used by an independent third party. Because 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, discount rates and required amortization payments to investors. The weighted average key assumptions used as of the end of each period are presented below. Changes in any of these assumptions could impact the estimates of the fair value of our retained interest as well as the realization of expected future cash flows:

	At December 31,
	2001		2000		1999
Payment rate (monthly)	8.0	%	8.8	%	7.9	%
Expected credit loss rate (annualized)	16.7		10.9		11.0
Residual cash flows discount rate	34.9		16.7		18.7
Servicing liability discount rate	14.0		16.7		18.7

The changes in the weighted average assumptions for the discount rates as of December 31, 2001 from December 31, 2000 are reflective of the characteristics of the sales of retained interests that occurred during the fourth quarter of 2001. The increase in the expected credit loss rate is due primarily to the seasoning of the portfolio. The changes in the weighted average assumptions as of December 31, 2000 from December 31, 1999 are due primarily to the change in the mix of our originated and purchased receivables. The receivables we originated have historically performed better than the purchased portfolio. 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 our credit risk models. The returns to the investors in the securitizations are based on management's estimates.

Our retained interests in credit card receivables securitized include the following:

	At December 31,
	2001			2000			1999
	(In thousands)
I/O strip	$	84,390		$	52,249		$	28,557
Servicing liability		(38,123	)		(21,807	)		(11,397	)

Net I/O strip		46,267			30,442			17,160
Fair value of Seller's Interest		312,622			295,141			148,412

Retained interests in credit card receivables securitized	$	358,889		$	325,583		$	165,572

Our net I/O strip is comprised of the I/O strip and the related servicing liability. The I/O strip reflects the fair value of our rights to future income from the portfolio. The servicing liability reflects the fair value of the cost to service the portfolio above and beyond the servicing income we expect to receive from the securitization. The increase in our retained interests from 2000 to 2001 and from 1999 to 2000 is a function of the increase in the total receivables securitized at the end of each of the stated years.

Other Operating Income

Other operating income, excluding securitization income and income from retained interests in credit card receivables securitized, consists of the following for the periods indicated:

		Year Ended December 31,
		2001		2000		1999
		(In thousands)
Servicing income		$	6,018	$	7,705	$	8,893
Other credit card fees			89,553		53,165		19,506
Interchange fees			22,780		19,880		9,202
Ancillary products			30,592		28,497		17,731

	Total other operating income	$	148,943	$	109,247	$	55,332

The increase in other operating income to $148.9 million for the year ended December 31, 2001 from $109.2 million for the year ended December 31, 2000 relates to the increase in our managed receivables, which increased to $1.9 billion at December 31, 2001 from $1.5 billion at December 31, 2000. A substantial portion of the servicing income relates to our purchased portfolios. As the size of these purchased portfolios decreases, there is a corresponding decrease in servicing income. Other credit card fees increased to $89.6 million from $53.2 million due to annual, late, over-limit and cash advance fees. Interchange fees are the portion of the merchant fee assessed by Visa and passed on to us on the purchase volume on our credit card receivables. Interchange fees grew to $22.8 million from $19.9 million due to an increase in the purchase volume on our managed receivables. Ancillary product revenue increased to $30.6 million from $28.5 million due to more customers purchasing our products. During 2001, we added several fee-based products; we developed and implemented several new fee-based response models; and we continued to enhance our marketing reach by refining our internet promotions, increasing promotions offered to our card holders on their monthly account statements, and refining our most significant cross selling promotions. These efforts increased our ancillary product income during 2001.

Our total other operating income is primarily a function of the size of our average credit card receivables portfolio. We have decreased our growth projections for 2002 and as a result our other operating income may decline in 2002 as compared to 2001. Additionally, our ancillary product income is very sensitive to our new account growth as sales of our fee-based products are higher to new customers than to existing cardholders. As we have decreased our growth plans for new accounts in 2002, our ancillary product income may decline during 2002.

The increase in other operating income to $109.2 million for the year ended December 31, 2000 from $55.3 million for the year ended December 31, 1999 is due to the increase in our managed receivables, which grew to $898.7 million at December 31, 1999 from $504 million at December 31, 1998 and the number of accounts, which grew to 2.2 million as of December 31, 2000 from 1.2 million at December 31, 1999. Strong growth in new customers, an increase in the number of customers purchasing our fee- based products and an increase in credit card fees, such as annual, membership, late, over-limit and cash advance fees resulted in the increase in other operating income.

Other Operating Expense

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

		Year Ended December 31,
		2001		2000		1999
		(In thousands)
Salaries and benefits		$	12,161	$	5,833	$	3,094
Credit card servicing			62,374		28,320		9,009
Marketing and solicitation			29,931		59,509		33,234
Professional fees			3,659		2,255		1,660
Data processing			10,558		4,519		2,745
Net occupancy			3,875		1,160		737
Ancillary product expense			10,121		8,501		6,758
Other			16,810		7,808		3,147

	Total other operating expense	$	149,489	$	117,905	$	60,384

Other operating expense for year ended December 31, 2001 increased to $149.5 million from $117.9 million for the year ended December 31, 2000. This increase is due primarily to increases in credit card servicing, salaries and benefits, data processing expenses, and other expenses, offset by a decrease in marketing and solicitation expenses. Credit card servicing costs, including collections and customer service, increased due to the increase in our managed receivables. Based on anticipated growth in our managed receivables, we increased our infrastructure, customer service and collection personnel. Salaries and benefits, professional fees, data processing, net occupancy and other expenses increased as our operations expanded to service the increase in managed loans. We reduced our marketing and solicitation efforts during the second half of 2001 as a result of concerns relating to the availability of financing, general economic conditions and uncertainty regarding credit quality of accounts we historically have targeted. Our growth rate in 2001 was, and our expected growth rate in 2002 will be, negatively impacted by this reduction in marketing. Ancillary product expense increased due to the additional sales of products and services that took place during 2001, including insurance products and memberships.

Other operating expense for the year ended December 31, 2000 increased to $117.9 million from $60.4 million for the year ended December 31, 1999. The increase was due primarily to the increased marketing and solicitation expense and due to the increase in servicing costs. Servicing costs increased due to the increase in our managed receivables. Salaries and benefits, professional fees, data processing, net occupancy and other expenses increased as our operations expanded to service the increased

number of accounts. Ancillary product expense increased due to the additional sales of products and services that took place during 2000, including insurance products and memberships.

Income Taxes

Income taxes were $1.5 million for the year ended December 31, 2001, $41.8 million for the year ended December 31, 2000 and $34.3 million for the year ended December 31, 1999. Our effective tax rate was 35.0% for 2001, 33.7% for 2000 and 36.5% for 1999. See Notes to Consolidated Financial Statements included elsewhere herein for further explanation of the income tax expense and a reconciliation of reported income taxes to the amount utilizing the statutory rate.

Selected Credit Card Data

In August 1997, we began securitizing our credit card receivables. In each securitization, we receive cash, retain an interest in the receivables that are securitized, retain the rights to receive cash in the future and service the accounts. Securitizations are treated as sales under GAAP. As such, we remove the securitized loans from our Consolidated Balance Sheet. The performance of the underlying credit card receivables will affect the future cash flows we actually receive. The information in the following table is presented for the credit card receivables that we have securitized.

	At or for the Three Months Ended
	2001												2000
	Dec. 31			Sep. 30			Jun. 30			Mar. 31			Dec. 31			Sep. 30			Jun. 30			Mar. 31
	(In thousands; percentages annualized)
Period-end managed loans	$	1,891,842		$	1,804,631		$	1,671,762		$	1,589,584		$	1,528,372		$	1,321,128		$	1,171,932		$	1,026,099
Period-end managed accounts		2,185			2,163			2,300			2,256			2,178			1,891			1,648			1,416
Average managed loans	$	1,838,873		$	1,745,136		$	1,623,730		$	1,574,554		$	1,398,041		$	1,256,239		$	1,097,610		$	963,939
Net interest margin		19.0	%		21.5	%		22.0	%		21.6	%		21.8	%		23.4	%		23.3	%		23.8	%
Operating ratio		9.8	%		8.8	%		8.4	%		9.1	%		7.9	%		7.6	%		7.3	%		8.0	%

The net interest margin includes all net interest and late fee income on all outstanding loans, less the interest expense paid to the investors. Our operating ratio includes all expenses associated with our business, other than marketing and solicitation and ancillary product expenses, and is expressed as a percentage of average managed loans.

During 1998, we purchased two portfolios of credit card receivables with outstanding receivables balances at the time of purchase of $579.7 million. The presented credit card 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 believed 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 believed that it would have had very little opportunity to influence the delinquency or default rates of these accounts prior to charge off. We therefore excluded these accounts, the receivables and any activity in the accounts since the date of purchase from any credit card 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 we received on the purchased portfolio exceeds the discount we ascribed to the credit quality of the purchased receivables. We are reporting this excess discount as additional interest income over

the life of the portfolio for managed loan reporting and are amortizing it into interest income using the interest method. As of December 31, 2001, approximately $7.5 million of this discount remained.

Our net interest margins are influenced by a number of factors, including the level of finance charges and late fees billed, the weighted average cost of funds and the level of our finance charge charge offs. Our net interest margin for the three months ended December 31, 2001 was 19.0% as compared to 21.5% for the three months ended September 30, 2001. The decrease in our net interest margin is due to a decrease in the finance charge and late fee income billed to our cardholders, the waiver of late fees associated with delayed mail due to the events which occurred on September 11, 2001 and an increase in the finance charge charge offs on the portfolio. These decreases were slightly offset by a reduction in the average cost of funds of the portfolio.

Each quarter, we re-underwrite our portfolio to price our products to appropriately reflect the level of our customer's credit risks. As part of this underwriting process, existing customers may be offered increased or decreased pricing depending on their credit risk as well as their supply and demand for credit. Increases in pricing may increase our net interest margin, while decreases in pricing may reduce our net interest margin. We expect our net interest margin to continue to decrease during the first half of 2002 due primarily to expected increases in finance charge charge offs during the first half of the year. The increase in finance charge charge offs is based on the current economic environment as well as the expected seasoning of the credit card accounts. We believe that our net interest margin may also decline in 2002 if the finance charges and late fees billed on our portfolio continue to decline, or if our weighted average cost of funds increases. We expect to mitigate part of the expected decline in our net interest margin by actively repricing certain accounts as part of our underwriting process mentioned above.

Our operating ratio includes all costs of operating our business, other than marketing expenses and ancillary product expenses. Our operating ratio fluctuates based on our rate of loan growth and the level of our expenditures on our infrastructure, our personnel, our collections and customer service operations, our internet technology and our database management system. The operating ratio increased in 2001 as compared to 2000. During 2001, we continued to build our internal infrastructure to accommodate anticipated growth in our receivables. Our actual growth in receivables was much lower than we anticipated. The expenses incurred were therefore a larger percentage as stated as a percentage of average managed loans. We expect our operating ratio to decline in 2002 as we implement certain cost cutting initiatives.

Asset Quality

Our delinquency and net loan charge off rates at any point in time reflect the credit performance of our receivables. The average age of our credit card accounts, the timing of portfolio purchases, the success of our collection and recovery efforts and general economic conditions affect our delinquency and charge off rates. The average age of our credit card account portfolio also affects the stability of delinquency and loss rates of the portfolio.

Our strategy for managing delinquency and loan losses consists of active account management throughout the customer 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. 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 customer's statement. It is our 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 our credit card receivables portfolio on a managed loan portfolio basis:

	At or for the Three Months Ended
	2001								2000
	Dec. 31		Sep. 30		Jun. 30		Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
	(% of Total)
Loans Delinquent:
30 to 59 days	4.6	%	3.9	%	4.2	%	4.0	%	3.9	%	3.8	%	3.4	%	3.0	%
60 to 89 days	3.3		3.1		3.3		2.7		3.1		2.8		2.4		2.4
90 or more	7.8		7.8		7.3		6.7		6.4		6.0		4.9		4.5

Total 30 or more	15.7	%	14.8	%	14.8	%	13.4	%	13.4	%	12.6	%	10.7	%	9.9	%
Total 60 or more	11.1	%	10.9	%	10.6	%	9.4	%	9.5	%	8.8	%	7.3	%	6.9	%

The following table separately reports our loan delinquency trends for our originated portfolio and for our purchased portfolio:

	At of for the Three Months Ended
	2001								2000
	Dec. 31		Sep. 30		Jun. 30		Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
	(% of Total)
Originated Portfolio
Loans Delinquent:
30 to 59 days	4.5	%	3.9	%	4.1	%	3.8	%	3.5	%	3.6	%	3.3	%	2.7	%
60 to 89 days	3.4		3.1		3.3		2.6		3.0		2.7		2.3		2.1
90 or more	7.9		7.9		7.3		6.7		6.4		6.0		4.8		4.0

Total 30 or more	15.8	%	14.9	%	14.7	%	13.1	%	12.9	%	12.3	%	10.4	%	8.8	%
Total 60 or more	11.3	%	11.0	%	10.6	%	9.3	%	9.4	%	8.7	%	7.1	%	6.1	%
Purchased Portfolio
Loans Delinquent:
30 to 59 days	5.9	%	4.4	%	5.0	%	5.7	%	6.7	%	5.4	%	4.3	%	4.4	%
60 to 89 days	3.0		2.7		3.8		3.5		4.1		3.6		2.8		3.4
90 or more	5.5		6.4		7.4		7.4		7.1		5.7		5.5		6.4

Total 30 or more	14.4	%	13.5	%	16.2	%	16.6	%	17.9	%	14.7	%	12.6	%	14.2	%
Total 60 or more	8.5	%	9.1	%	11.2	%	10.9	%	11.2	%	9.3	%	8.3	%	9.8	%

In general, as the average age of an originated credit card receivables portfolio increases, delinquency rates can be expected to first be artificially low during the first six months of their life; dramatically increase and peak towards the rest of the first year and during the second year; and then decrease and stabilize after year two. We have observed this trend in the industry as well as within our own originated portfolio. Our delinquency rates have increased due primarily to the seasoning of significant growth in new receivables that occurred during 2000 and 1999 and the general economic conditions that prevailed during 2001. We are using our account management strategies on our portfolio, which are intended to reduce the expected increase in delinquency rates as our portfolio continues to mature.

We purchased a portfolio during the quarter ended June 30, 1998. We converted the acquired portfolio to Aspire Visa accounts during the third quarter of 1998 and began using our account management strategies on the portfolio at that time. As these accounts season, delinquency rates are expected to climb and then level off.

Net Charge offs. Net charge offs include the principal amount of losses from customers unwilling or unable to pay their loan balance, as well as bankrupt and deceased customers, 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. We generally charge off loans when the loan becomes contractually 180 days past due. However, bankrupt accounts and the accounts of deceased customers 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 customer's bankruptcy or death and subsequent confirmation, if applicable.

Approximately $87.5 million of the discount on our portfolio purchases during 1998 related to the credit quality of the remaining loans in the portfolio and reflected the difference between the purchased face amount and the future cash collections management expected to receive with respect to the purchased face amount. For purposes of reporting adjusted charge off ratios on managed loans below, this discount related to credit quality and was utilized to offset a portion of actual net charge offs. This amount was fully amortized as of June 30, 2001 and therefore, beginning with the quarter ended September 30, 2001, the actual and adjusted charge off ratios will be the same. The following table presents our net charge offs for the periods indicated on a managed loan portfolio basis:

	For the Three Months Ended
	2001												2000
	Dec. 31			Sept. 30			Jun. 30			Mar. 31			Dec. 31			Sept. 30			Jun. 30			Mar. 31
	(Dollars in thousands; percentages annualized)
Selected Credit Card Data:
Average managed loans	$	1,838,873		$	1,745,136		$	1,623,730		$	1,574,554		$	1,398,041		$	1,256,239		$	1,097,610		$	963,939
Net charge offs		70,207			63,759			59,807			58,229			46,552			35,678			26,302			23,605
Adjusted net charge offs		70,207			63,759			59,434			58,126			46,132			34,525			25,346			20,229
Net charge off ratio		15.3	%		14.6	%		14.7	%		14.8	%		13.3	%		11.4	%		9.6	%		9.8	%
Adjusted charge off ratio		15.3	%		14.6	%		14.6	%		14.8	%		13.2	%		11.0	%		9.2	%		8.4	%

As described above under delinquencies, as our portfolio matures, we expect charge off rates to also increase and then stabilize. Our adjusted charge off ratio increased during 2001 and 2000 due primarily to seasoning of our portfolio and a general slowing of the economy. Typically, as our accounts mature, there are very few charge offs during the first 180 days, then the charge offs are expected to increase and peak in the second year and then stabilize in the third year. We expect our charge off rates to continue to increase as our portfolio seasons. We plan to continue to focus our resources on refining our credit underwriting standards for new accounts and to increase our 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 (loss) and the actual charge offs are included in income from retained interests in credit card receivables securitized. In evaluating credit losses, we take into consideration several factors, including (1) historical charge off and recovery activity by receivables portfolio, (2) recent and expected delinquency and collection trends by receivables portfolio, (3) the impact of current economic conditions and recent economic trends on the customers' ability to repay and (4) the risk characteristics of the portfolios. Substantially all of our credit card receivables have been securitized. As we have securitized our receivables, we have removed them from our balance sheet.

Interest Rate Sensitivity and Market Risk

Interest rate sensitivity is comprised of basis risk, gap risk and market 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. Our principal market risk is related to changes in interest rates. This affects us directly in our lending and borrowing activities, as well as indirectly as interest rates may impact the payment performance of our customer.

We incur basis risk because we fund managed assets at a spread over the commercial paper rate or LIBOR 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, on the one hand, and LIBOR, on the other hand, over time. We have not hedged our basis risk due to the cost of hedging this risk versus the benefits from elimination of this risk.

We attempt to minimize the impact of market interest rate fluctuations on net interest income and net income by regularly evaluating the risk inherent in our asset and liability structure, especially our off-balance sheet assets and liabilities such as securitized receivables. The impact of market interest rate fluctuations on our securitized receivables is reflected in the valuation of our retained interests in credit card receivables securitized. This risk arises from continuous changes in our asset and liability mix, changes in market interest rates, including changes affected by fluctuations in prevailing interest rates, payment trends on our interest-earning assets and payment requirements on our interest-bearing liabilities, and the general timing of all other cash flows. To manage our direct risk to market interest rates, management actively monitors market interest rates and the interest sensitive components of our securitization structures. Management seeks to minimize the impact of changes in 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, 2001, all of our credit card receivables and other interest-earning 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, 2001, our securitizations had $1.5 billion in variable rate, interest-bearing liabilities, payable to investors compared to $1.2 billion as of December 31, 2000. Since both our managed interest-earning assets and our managed interest-bearing liabilities reprice approximately every 30 days, we believe that the impact of a change in interest rates would not be material to our financial performance.

We believe we are not exposed to any material foreign currency exchange rate risk or commodity price risk.

Liquidity, Funding and Capital Resources

A primary financial goal is to maintain an adequate level of liquidity through active management of assets and liabilities. Because the characteristics of our assets and liabilities change, liquidity management is a dynamic process affected by the pricing and maturity of our assets and liabilities.

We finance our business through cash flows from operations, asset securitizations and the issuance of equity:

•: During the twelve months ended December 31, 2001, we generated approximately $63.4 million in cash flow from operations.
•: In December 2001, we issued 30,000 shares (aggregate initial liquidation preference $30 million) of our Series A Preferred Stock and 10,000 shares (aggregate initial liquidation preference $10 million) of our Series B Preferred Stock in a private placement. Net proceeds were $39.5 million. Dividends on the preferred stock accumulate at the rate of 10% per annum and are payable quarterly, in arrears, in cash or, at our option, by an increase in the accretive value of the preferred stock. We can require the conversion of the preferred stock commencing December 2004 if the market price per common share is at least 200% of the initial conversion price ($9.14 per share, subject to anti-dilution adjustment). We can redeem the Series A Preferred Stock for cash after 5 years, or upon a change of control, provided all accrued dividends are paid; the Series B Preferred Stock does not have a cash redemption feature.
•: During the fourth quarter of 2001, we sold approximately $36.3 million of our retained interests in credit card receivables securitized for net proceeds of approximately $26.7 million. The

remaining $9.6 million difference is a loss on sale under the provisions of Statement No. 140 and is included in our securitization loss for 2001. Prior to the fourth quarter of 2001, we did not sell any retained interests in credit card receivables securitized at a discount face value. See "Net Securitization Income (Loss) and Income from Retained Interests in Credit Card Receivables Securitized" for a more detailed description of these transactions.

•: As of December 31, 2001, we had total securitization facilities of $2.0 billion and had used approximately $1.5 billion of these facilities. These facilities include the outstanding amounts on two floating rate three-year term securitizations of approximately $441.5 million that we completed during July 2001 and approximately $627.4 million that we completed during August 2000.

Maturity Date	Facility Limit
	(in millions)
April 2002	$	221.2
May 2002		200.0
October 2002		306.0
March 2003⁽¹⁾		250.0
September 2003⁽²⁾		627.4
July 2004⁽³⁾		441.5

	$	2,046.1

(1) Subsequent to December 31, 2001, this facility was renewed from March 2002 to March 2003.

(2) Represents the expected principal payment date; however, collections on the receivables could be accumulated for the benefit of this facility and not available to us to fund new purchases as early as September 2002.

(3) Represents the expected principal payment date; however, collections on the receivables could be accumulated for the benefit of this facility and not available to us to fund new purchases as early as July 2003.

•: Until January 2002, we had a $25.0 million revolving credit facility. As of December 31, 2001, $15.0 million was outstanding under this facility and $10.0 million was reserved for a letter of credit in favor of a third party servicer. This agreement expired in January 2002 and was paid in full.
•: Both in our April 1999 initial public offering and in a February 2000 follow-on public offering we issued common stock, raising net proceeds of $62.8 million and $146.4 million before offering expenses, respectively.

Our most significant source of liquidity is the securitization of credit card receivables. The maturity terms of our securitizations vary. With the exception of the three-year securitizations that we completed in July 2001 and August 2000, most are one-year securitizations. Once repayment begins, payments from customers on credit card receivables are accumulated to repay the investors and are no longer reinvested in new credit card receivables. At that time, our 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 or may require additional enhancements. These events include a decline in the portfolio's annual yield or a decline in the payment rate, and in each case, below certain rates, or an increase in delinquencies or charge offs above certain rates, 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. These events would accelerate the need to utilize alternative funding sources. Under each of our securitization structures, there has not been an early amortization period. As each facility expires or comes up for renewal, there can be no assurance

that the facility will be renewed or if renewed there can be no assurance that the terms will be as favorable as the terms that currently exist. Either of these events could significantly increase our need for additional liquidity. For additional information regarding our securitization practice, see the information under the caption "Management's Discussion and Analysis of Financial Condition and Operations—Credit Card Securitizations."

Absent changes in the manner in which we securitize credit card receivables, we believe that our asset securitizations and cash flow from operations generally will provide adequate liquidity for our business at its current level. However, in order for us to continue growing our business, we will need additional sources of liquidity to fund our retained interest portion of the growth. In addition, should the terms of the securitizations available to us become less favorable, we also will need additional sources of liquidity to fund our retained interests. We are particularly concerned about the continued availability of securitizations on terms previously available to us given the recent poor performance of several of our competitors and the impact of their performance on the marketplace for securitizations.

During the fourth quarter of 2001, we needed additional liquidity to fund our operations, potentially pay off our revolving credit facility if it was not renewed in January 2002, and to fund the growth in our retained interests in our securitizations. As previously noted, we sold $40.0 million of preferred stock and we also sold approximately $36.3 million of our retained interest in our securitizations at a substantial discount. We continue to explore a wide range of options for liquidity in order for us to maintain our growth and to be prepared for adverse changes in the securitization marketplace. These options may include revolving lines of credit, selling a subordinated interest in one or more of our securitizations, or the issuance of debt or equity. We expect to explore other options as well. There cannot, however, be any assurances that we will be able to obtain liquidity on satisfactory terms. Should we not obtain additional liquidity, we will need to significantly limit our growth and will be more susceptible to adverse changes in the securitization marketplace.

Recent Accounting Pronouncements

In September 2000, the FASB issued Statement No. 140, accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that replaces, in its entirety, Statement No. 125. Although Statement No. 140 has changed many of the rules regarding securitizations, it continues to require an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the statement. As required, the Company has applied the new rules prospectively to transactions beginning after March 31, 2001.

In July 2001, the FASB issued Statement No. 141, "Business Combinations," effective for business combinations initiated after June 30, 2001, and Statement No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under Statement No. 141, the pooling of interests method of accounting for business combinations is eliminated. Under Statement No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. We do not believe that implementation of either Statement No. 141 or 142 will have a material impact on our financial statements.

Critical Accounting Policies

Our financial statements are prepared in accordance with Generally Accepted Accounting Principles. These principles are numerous and complex. Our significant accounting policies are summarized in the footnotes to our financial statements. In many instances, the application of GAAP requires management to make estimates or to apply subjective principles to particular facts and circumstances. A variance in the estimates used or a variance in the application, or interpretation of GAAP could

yield a materially different accounting result. It is impracticable for us to summarize every accounting principle that requires us to use judgment or estimates in its application. However, described below are the two areas where we believe that the estimations, judgments or interpretations that we have made, if different, would have yielded the most significant differences in our financial statements.

Valuation of Retained Interests. By far, the most significant aspect of our business is the credit card receivables that we originate, purchase and manage. As of December 31, 2001, there were approximately $1.9 billion of credit card receivables underlying our securitization program. We reflect our retained interest in the credit card receivables as an asset in our financial statements. The value of this asset is critical to our financial performance and condition. In valuing this asset, we have to estimate several key factors with respect to the underlying credit card receivables, including payment rate, credit loss rate and, more generally, have to estimate an appropriate discount rate. Some of these factors and the hypothetical impact of our having used other amounts for these factors are summarized in Note 4 to our consolidated financial statements, and we urge you to carefully consider that note.

Non Consolidation of Special Purpose Entities. As described above, we securitize substantially all of our credit card receivables. In general these securitizations involve the sale of credit card receivables by CompuCredit to "special purpose entities" and the issuance by the SPEs of securities. SPEs are governed by extremely complex documentation, and we have filed the significant documentation for the SPEs that we have established as exhibits to our SEC filings. Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, governs how we account for the SPEs that we have established. In general, Statement No. 140 requires an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred—i.e., it is required to "consolidate" those assets and liabilities and any related transactions—and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the statement. Although Statement No. 140 provides guidance as to whether control has been surrendered, the ultimate determination is subjective in nature and requires considerable judgment.

We have reviewed the criteria provided in Statement No. 140 and believe that we have surrendered control with respect to the receivables and the SPEs that we have established. Statement No. 140 states that the transferor has surrendered control over transferred assets if and only if all of the following conditions are met:

•: The transferred assets have been isolated from the transferor, even in bankruptcy or other receivership.
•: The transferee is a qualifying SPE and the holders of the beneficial interests can transfer their interests.
•: The transferor does not have an agreement to repurchase the transferred assets or the beneficial interests issued by the SPE.
•: The transferor cannot cause the SPE to return specific assets.

Since the application of Statement No. 140 requires subjective judgments, it is possible, although we believe it is unlikely, that someone viewing our facts and circumstances might conclude that we had not surrendered control, and as such not qualify as a sale. In that event, the credit card receivables that we have transferred to SPEs (approximately $1.9 billion) would be treated as assets on our financial statements, the securities issued (proceeds raised totaling approximately $1.5 billion) would be treated as liabilities on our balance sheet (as secured borrowings), and no gain or loss would be recognized on the sale of the receivables. In addition, the credit card receivables would be subject to potential reserves and would be classified as restricted assets for the repayment of the securities that were issued. This would result in a substantially different capital structure for us, although barring unforeseen diminution in the value of the credit card receivables in the SPEs, it should not materially impact our cash flow.

The Financial Accounting Standards Board and the SEC are both examining whether changes to Statement No. 140 and related accounting principles are appropriate in light of recent well-publicized abuses of SPEs. As a result, it is possible that these principles will be modified in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required under this item is provided under the caption "Interest Rate Sensitivity and Market Risk" under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements in "Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K."

ITEM 9. CHANGES IN AND DIASGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Previously reported on Form 8-K filed with the SEC on March 19, 2002, as amended by Form 8-K/A filed with the SEC on March 20, 2002.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors appearing under the caption "Proposal One—Election of Directors" in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference. Information regarding executive officers appearing under the caption "Executive Officers of CompuCredit" in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference. Information set forth under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information appearing under the caption "Executive and Director Compensation," including the "Summary Compensation Table" and the "Option Grants Table," in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information setting forth the security ownership of certain beneficial owners and management appearing under the caption "Security Ownership of Certain Beneficial Owners and Management" in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain related transactions appearing under the caption "Related Party Transactions" in CompuCredit's Proxy Statement for the 2002 Annual Meeting of Shareholders is hereby incorporated by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as a part of this Report.

(a): 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Auditors		F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000		F-3
Consolidated Statements of Operations for the Years ended December 31, 2001, 2000 and 1999		F-4
Consolidated Statements of Shareholders' Equity for the Years ended December 31, 2001, 2000 and 1999		F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2001, 2000 and 1999		F-6
Notes to Consolidated Financial Statements for the Years ended December 31, 2001 and 2000		F-7

2. Financial Statement Schedules

None.

3. Exhibits

Exhibit Number	Description of Exhibit	Incorporated by reference from CompuCredit's SEC filings unless otherwise indicated:
3.1	Amended and Restated Articles of Incorporation of CompuCredit Corporation.	August 27, 1998, Form S-1, exhibit 3.1
3.1(a)	Amendment to Amended and Restated Articles of Incorporation of CompuCredit Corporation.	August 14, 2000, Form 10-Q, exhibit 3.1(a)
3.1(b)	Articles of Amendment creating Series A Preferred Stock and Series B Preferred Stock	December 28, 2001, Form 8-K, exhibit 3.3
3.2	Second Amended and Restated Bylaws of CompuCredit Corporation.	September 30, 2000, Form 10-Q, exhibit 3.2
4.1	Form of certificate representing shares of the Registrant's common stock.	August 27, 1998, Form S-1, exhibit 4.1
10.1	Stockholders Agreement, dated as of April 28, 1999, by and among CompuCredit, Frank J. Hanna, III, individually and as Trustee of Bravo Trust One, David G. Hanna, individually and as Trustee of Bravo Trust Two, Richard W. Gilbert and Richard R. House, Jr.	August 27, 1998, Form S-1, exhibit 10.1
10.2†	Amended and Restated 1998 Stock Option Plan.	August 27, 1998, Form S-1, exhibit 10.2
10.2(a)†	CompuCredit Corporation's 2000 Stock Option Plan	March 30, 2001, Form DEF 14A, Appendix A
10.3†	CompuCredit Employee Stock Purchase Plan.	December 16, 1999, Form S-8, exhibit 4.3

10.4†	Employment Agreement between CompuCredit Corporation and Richard R. House, Jr.	March 30, 2001, Form 10-K, exhibit 10.3(a)
10.5†	Employment Agreement between CompuCredit Corporation and Ashley L. Johnson.	March 30, 2001, Form 10-K, exhibit 10.3(b)
10.6†	Employment Agreement between CompuCredit Corporation and David G. Hanna.	March 30, 2001, Form 10-K, exhibit 10.3(c)
10.7†	Employment Agreement between CompuCredit Corporation and Richard W. Gilbert.	March 30, 2001, Form 10-K, exhibit 10.3(d)
10.8	Asset purchase agreement, dated as of May 11, 2001 by and among CompuCredit Corporation, VSx, Corporation and James A. Eckstein.	Filed herewith
10.8(a)	Agreement, dated as of May 11, 2001, by and among CompuCredit Corporation, Visionary Systems, Inc. and James A. Eckstein.	Filed herewith
10.9*	Affinity Card Agreement, dated as of January 6, 1997, between Columbus Bank and Trust Company and CompuCredit, L.P.	August 27, 1998, Form S-1, exhibit 10.7.1
10.9(a)	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.	August 27, 1998, Form S-1, exhibit 10.7.2
10.9(b)	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.	August 27, 1998, Form S-1, exhibit 10.7.3
10.9(c)*	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.	August 27, 1998, Form S-1, exhibit 10.7.4
10.9(d)	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.	August 27, 1998, Form S-1, exhibit 10.7.5
10.9(e)	Amendments to Affinity Card Agreement among Columbus Bank and Trust Company, CompuCredit Corporation, as successor to CompuCredit, L.P., and CompuCredit Acquisition Corporation.	March 30, 2001, Form 10-K, exhibit 10.5.6
10.9(f)	Amendments to Facilities Management Services Agreement between Columbus Bank and Trust Company and CompuCredit Corporation, as successor to CompuCredit, L.P.	March 30, 2001, Form 10-K, exhibit 10.5.7

10.10	Master Indenture, dated as of July 14, 2000, among CompuCredit Credit Card Master Note Business Trust, as Issuer, The Bank of New York, as Indenture Trustee, and CompuCredit Corporation, as Servicer.	September 30, 2000, Form 10-Q, exhibit 10.1
10.10(a)	First Amendment to Master Indenture, dated as of September 7, 2000, among CompuCredit Credit Card Master Note Business Trust, The Bank of New York, and CompuCredit Corporation.	September 30, 2000, Form 10-Q, exhibit 10.1(a)
10.10(b)	Form of Indenture Supplement.	September 30, 2000, Form 10-Q/A, exhibit 10.1(b)
10.11	Transfer and Servicing Agreement, dated as of July 14, 2000, among CompuCredit Funding Corp., as Transferor, CompuCredit Corporation, as Servicer, CompuCredit Credit Card Master Note Business Trust, as Issuer, and The Bank of New York, as Indenture Trustee.	September 30, 2000, Form 10-Q, exhibit 10.2
10.11(a)	First Amendment to Transfer and Servicing Agreement, dated as of September 7, 2000, among CompuCredit Funding Corporation, CompuCredit Corporation, CompuCredit Credit Card Master Note Business Trust and The Bank of New York.	September 30, 2000, Form 10-Q, exhibit 10.2(a)
10.11(b)	Second Amendment to Transfer and Servicing Agreement, dated as of December 28, 2000, among CompuCredit Funding Corporation, CompuCredit Corporation, CompuCredit Credit Card Master Note Business Trust and The Bank of New York.	March 30, 2001, Form 10-K, exhibit 10.8(b)
10.12	Master Indenture, dated as of December 28, 2000, among CompuCredit Credit Card Master Note Business Trust II, as Issuer, The Bank of New York, as Indenture Trustee, and CompuCredit Corporation, as Servicer.	March 30, 2001, Form 10-K, exhibit 10.9
10.12(a)	Form of Indenture Supplement to the Master Indenture, dated as of December 28, 2000	March 30, 2001, Form 10-K, exhibit 10.10
10.13	Transfer and Servicing Agreement, dated as of October 20, 2000, among CompuCredit Funding Corp. II, as Transferor, CompuCredit Corporation, as Servicer, CompuCredit Credit Card Master Note Business Trust II, as Issuer, and The Bank of New York, as Indenture Trustee.	March 30, 2001, Form 10-K, exhibit 10.11
10.14	Securities Purchase Agreement (J.P. Morgan Corsair II Capital Partners, L.P., J.P. Morgan Capital, L.P., Winding Creek, L.P. and Paladin Capital Partners Fund, L.P.) dated as of December 17, 2001.	December 28, 2001, Form 8-K, exhibit 10.12
10.15	Securities Purchase Agreement (Rainbow Trust One and Rainbow Trust Two) dated as of December 17, 2001.	December 28, 2001, Form 8-K, exhibit 10.13
10.16	Shareholders Agreement dated as of December 17, 2001.	December 28, 2001, Form 8-K, exhibit 10.14

21.1		Subsidiaries of the Registrant.		March 30, 2001, Form 10-K, exhibit 21.1
23.1		Consent of Ernst & Young LLP.		Filed herewith

*

Confidential treatment has been granted with respect to portions of this exhibit.

†

Management contract, compensatory plan or arrangement.

(b): Reports on Form 8-K.

Current Report on Form 8-K dated December 28, 2001, relating to issuance of Series A Preferred Stock and Series B Preferred Stock.

COMPUCREDIT CORPORATION
INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Auditors		F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000		F-3
Consolidated Statements of Operations for the Years ended December 31, 2001, 2000 and 1999		F-4
Consolidated Statements of Shareholders' Equity for the Years ended December 31, 2001, 2000 and 1999		F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2001, 2000 and 1999		F-6
Notes to Consolidated Financial Statements for the Years ended December 31, 2001 and 2000		F-7

F-1

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, 2001 and 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. 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 auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CompuCredit Corporation and subsidiaries at December 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

Atlanta, Georgia
March 26, 2002

F-2

CompuCredit Corporation and Subsidiaries
Consolidated Balance Sheets

	December 31,
	2001			2000
	(Dollars in thousands)
Assets
Cash and cash equivalents	$	55,746		$	68,980
Retained interests in credit card receivables securitized		358,889			325,583
Accrued interest and fees		32,928			24,569

Net credit card receivables		391,817			350,152
Amounts due from securitization		20,996			11,735
Deferred costs, net		17,862			8,332
Software, furniture, fixtures and equipment, net		34,522			14,268
Prepaid expenses		1,540			5,540
Other assets		13,974			11,498

Total assets	$	536,457		$	470,505

Liabilities
Accounts payable and accrued expenses	$	28,321		$	21,531
Notes payable		16,517			—
Deferred revenue		13,820			9,217
Income tax liability		31,320			35,576

Total liabilities		89,978			66,324
Shareholders' equity
Preferred stock, no par value, 10,000,000 shares authorized:
Series A preferred stock, 30,000 and 0 shares issued and outstanding at December 31, 2001 and 2000, respectively		29,512			—
Series B preferred stock, 10,000 and 0 shares issued and outstanding at December 31, 2001 and 2000, respectively		10,000			—
Common stock, no par value:
150,000,000 shares authorized, 46,559,165 and 46,514,639 issued and outstanding at December 31, 2001 and 2000, respectively		—			—
Additional paid-in capital		240,352			239,789
Note issued to purchase stock		(500	)		—
Retained earnings		167,115			164,392

Total shareholders' equity		446,479			404,181

Total liabilities and shareholders' equity	$	536,457		$	470,505

See accompanying notes.

F-3

CompuCredit Corporation and Subsidiaries

Consolidated Statements of Operations

	For the year ended December 31,
	2001			2000			1999
	(Dollars in thousands, except per share data)
Interest income	$	2,347		$	7,091		$	2,152
Interest expense		317			—			—

Net interest income		2,030			7,091			2,152

Other operating income:
Securitization (loss) income, net		(8,400	)		11,778			12,470
Income from retained interests in credit card receivables securitized		11,328			113,944			88,800
Servicing income		6,018			7,705			8,893
Other credit card fees		89,553			53,165			19,506
Interchange fees		22,780			19,880			9,202
Ancillary products		30,592			28,497			17,731

Total other operating income		151,871			234,969			156,602
Other operating expense:
Salaries and benefits		12,161			5,833			3,094
Credit card servicing		62,374			28,320			9,009
Marketing and solicitation		29,931			59,509			33,234
Professional fees		3,659			2,255			1,660
Data processing		10,558			4,519			2,745
Net occupancy		3,875			1,160			737
Ancillary product expense		10,121			8,501			6,758
Other		16,810			7,808			3,147

Total other operating expense		149,489			117,905			60,384
Income before income taxes		4,412			124,155			98,370

Income taxes		(1,545	)		(41,781	)		(34,267	)
Net income	$	2,867		$	82,374		$	64,103

Net income attributable to common shareholders	$	2,723		$	82,374		$	63,521

Net income per common share-basic(1)	$	0.06		$	1.80		$	1.61
Net income per common share-assuming dilution(1)	$	0.06		$	1.79		$	1.61

(1): After giving retroactive effect to the 15.2-for-1 stock split effective April 28, 1999.

See accompanying notes.

F-4

CompuCredit Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
For the years ended December 31, 2001, 2000 and 1999

		Common Stock
		Common Stock			Additional Paid-In Capital		Preferred Stock			Other Changes In Equity			Retained Earnings (Deficit)			Total Shareholders' Equity
		Shares(1)	Amount		Additional Paid-In Capital		Preferred Stock			Other Changes In Equity			Retained Earnings (Deficit)			Total Shareholders' Equity
		(Dollars in thousands)
Balance at December 31, 1998		34,168,193		—		10,532		20,000			—			22,744			53,276
	Conversion of preferred stock	1,916,532		—		20,000		(20,000	)		—			—			—
	Issuance of common stock	5,750,000		—		62,842		—			—			—			62,842
	Cash dividend paid by pooled company	—		—		—		—			—			(4,000	)		(4,000	)
	Net income	—		—		—		—			—			64,103			64,103

Balance at December 31, 1999		41,834,725	$	—	$	93,374	$	—			—		$	82,847		$	176,221
	Issuance of common stock	4,600,000		—		145,242		—			—			—			145,242
	Stock options exercised	79,914		—		1,173		—			—			—			1,173
	Cash dividend paid by pooled company	—		—		—		—			—			(829	)		(829	)
	Net income	—		—		—		—			—			82,374			82,374

Balance at December 31, 2000		46,514,639	$	—	$	239,789	$	—			—		$	164,392		$	404,181
	Issuance of Series A preferred stock	—		—		—		29,512			—			—			29,512
	Issuance of Series B preferred stock	—		—		—		10,000			—			—			10,000
	Preferred dividends	—		—		—		—			—			(144	)		(144	)
	Issuance of common stock	44,526		—		563		—			—			—			563
	Note issued to purchase stock	—		—		—		—			(500	)		—			(500	)
	Net income	—		—		—		—			—			2,867			2,867

Balance at December 31, 2001		46,559,165	$	—	$	240,352	$	39,512		$	(500	)	$	167,115		$	446,479

(1): After giving retroactive effect to the 15.2-for-1 stock split effective April 28, 1999.

See accompanying notes.

F-5

CompuCredit Corporation and Subsidiaries
Consolidated Statements of Cash Flows

			For the year ended December 31,
			2001			2000			1999
			(Dollars in thousands)
Operating activities
Net income			$	2,867		$	82,374		$	64,103
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation expense			9,802			4,273			1,598
	Amortization expense			8,318			4,935			1,704
	Securitization (income) loss			8,400			(11,778	)		(12,470	)
	Retained interests income adjustment, net			61,870			3,890			25,911
	Changes in assets and liabilities:
		Decrease (increase) in restricted cash		—			10,000			(10,000	)
		Increase in accrued interest and fees		(8,359	)		(14,740	)		(7,849	)
		Decrease (increase) in amounts due from securitization		(9,261	)		276			(8,767	)
		Increase in deferred costs		(20,440	)		(12,023	)		(3,156	)
		(Increase) decrease in prepaid expenses		4,000			(3,799	)		(1,523	)
		(Decrease) increase in amounts due to securitization		—			—			(10,774	)
		Increase in accrued expenses		8,307			10,954			5,656
		Increase in deferred revenue		4,602			2,616			2,733
		Increase (decrease) in income tax liability		(4,255	)		3,424			16,672
		Other		(2,476	)		(5,778	)		(4,059	)

Net cash provided by operating activities				63,375			74,624			59,779
Investing activities
Net loans originated or purchased				(471,764	)		(754,929	)		(561,887	)
Recoveries of loans previously charged off				25,995			11,852			420
Net proceeds from securitization of loans				331,765			576,344			406,175
Proceeds from retained interests in credit card receivables securitized				13,019			15,602			42,055
Purchases of and development of software, furniture, fixtures and equipment				(30,055	)		(11,936	)		(6,258	)

Net cash used in investing activities				(131,040	)		(163,067	)		(119,495	)
Financing activities
Proceeds from issuance of preferred stock				39,512			—			—
Preferred dividends				(144	)		—			—
Proceeds from issuance of common stock and capital contributions				563			145,242			62,842
Cash dividend paid by pooled company				—			(829	)		(4,000	)
Note issued to purchase stock				(500	)		—			—
Proceeds from exercise of stock options				—			1,173			—
Proceeds from revolving credit facility				15,000			—			—

Net cash provided by financing activities				54,431			145,586			58,842
Net (decrease) increase in cash			$	(13,234	)	$	57,143		$	(874	)

Cash and cash equivalents at beginning of year				68,980			11,837			12,711
Cash and cash equivalents at end of year			$	55,746		$	68,980		$	11,837

Supplemental cash flow information
Cash paid for interest			$	200		$	—		$	—
Cash paid for income taxes			$	5,800		$	27,000		$	17,595

See accompanying notes.

F-6

1. Organization and Basis of Presentation

The consolidated financial statements include the accounts of CompuCredit Corporation and its subsidiaries (collectively, "the Company"). 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. CompuCredit markets unsecured general purpose credit cards through direct mail, telemarketing, television and on the internet. All significant intercompany balances and transactions have been eliminated for financial reporting purposes. The Company has a contractual arrangement with a third party financial institution pursuant to which the financial institution issues general purpose credit cards, and the Company purchases the receivables relating to such accounts. The Company also markets to its cardholders other fee-based products including card registration, memberships in preferred buying clubs, magazines, travel services and credit life, disability and unemployment insurance.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 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. These estimates are based on information available to the Company as of the date of the financial statements. Actual results could differ materially from these estimates. Certain estimates such as credit losses, payment and discount rates have a significant impact on the gains recorded on securitizations and the value of retained interests in credit card receivables securitized.

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 and maturities of three months or less 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 customer relationships, these transactions are treated as sales and the securitized receivables are not reflected on the consolidated balance sheet. The retained ownership interests and the interest-only strips are included in Retained Interests in Credit Card Receivables Securitized. Interest and late fee income on loans is a component of income from retained interests in credit card receivables securitized and is recognized as revenue when charged to the cardholder's account. Income from retained interests in credit card receivables securitized is also net of principal charge offs, interest expense paid to the investors and certain servicing expenses. We bill interest and late fees in accordance with the terms of the applicable cardholder agreements until the balance is either paid off or charges off. The accrued interest and late fee portion of charged off loan balances are deducted from current period interest and late fee income.

F-7

Under Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("Statement No. 140"), gains are recognized at the time of each sale. "See Recently Issued Accounting Standards." These gains or losses on sales of receivables depends in part on the previous carrying amount of the financial assets sold as well as the fair value of the assets and cash proceeds received. 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.

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 within the next 30 days.

Deferred Costs

The principal components of deferred costs include certain costs paid to third parties related to its credit card receivables securitizations and direct loan origination costs. Deferred securitization 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. Direct loan origination costs are deferred and amortized against credit card fee income on a straight-line basis over the one-year period to which the costs pertain.

Software Development, Furniture, Fixtures, and Equipment

The Company capitalizes certain costs related to internal development and implementation of software used in operating activities of the Company in accordance with AICPA Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Software development, 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, which is approximately 3 years for software and 5 years for furniture and fixtures.

Credit Card Fees

Credit card fees include annual membership, overlimit, returned check, cash advance transaction fees and other fees. These fees are assessed according to the terms of the related cardholder agreements and, except for annual fees, are recognized as revenue when charged to the cardholder's account. Accrued interest and late fees as well as the credit card portion of charged off loan balances are deducted from current income. As noted above in "Deferred Costs," direct loan origination costs are amortized against credit card fee income.

Ancillary Product Revenue

The Company offers various fee-based products and services to its customers, including memberships, insurance products and subscription services. The Company earns fees by marketing its own third

F-8

party products to its customers. When the Company markets its own products, the fees are recorded as deferred revenue upon the customer's acceptance of the product and amortized on a straight-line basis over the life of the product, net of estimated cancellations. When the Company markets products for third parties, the revenue is recognized when earned.

Solicitation Expenses

Credit card account and other product solicitation costs, including printing, credit bureaus, list processing costs, telemarketing and postage, are 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 September 2000, the FASB issued Statement No. 140, accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that replaces, in its entirety, Statement No. 125. Although Statement No. 140 has changed many of the rules regarding securitizations, it continues to require an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in the statement. The Company has applied the new rules prospectively to transactions beginning after March 31, 2001. The effect of adoption of this statement was immaterial.

In July 2001, the FASB issued Statement No. 141, "Business Combinations," effective for business combinations initiated after June 30, 2001, and Statement No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under Statement No. 141, the pooling of interests method of accounting for business combinations is eliminated. Under Statement No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. The effect of adoption of these statements was immaterial.

3. Shareholders' Equity

In April and May of 1999, the Company completed its initial public offering and received net proceeds of $62.8 million. In connection with the offering, all of the outstanding preferred stock, including accrued dividends, was exchanged for 1,916,532 shares of common stock. In February 2000, the Company completed a follow-on public offering and received net proceeds of $145.2 million.

In April of 2000, the Company acquired Citadel Group, Inc. of Daytona Beach, Florida. Citadel currently markets fee-based products and services to the Company's cardholders. The transaction was accounted for as a pooling of interests through the exchange of 1,783,333 shares of the Company's common stock for all of the outstanding stock of Citadel. The consolidated financial statements of the Company have been restated to reflect the financial position, results of operations and cash flows of the respective companies as though the companies were combined for all periods presented.

In December 2001, the Company issued 30,000 shares (aggregate initial liquidation preference $30 million) of its Series A Preferred Stock and 10,000 shares (aggregate initial liquidation preference $10 million) of its Series B Preferred Stock in a private placement. Net proceeds were $39.5 million. Dividends on the preferred stock accumulate at the rate of 10% per annum and are payable quarterly,

F-9

in arrears, in cash or, at the Company's option, by an increase in the accretive value of the preferred stock. The dividend rate will increase if the shares are still outstanding after five years. In general, each outstanding share of preferred stock entitles the holder to that number of votes equal to the number of shares of common stock into which the holder's shares of preferred stock could be converted at the time of the vote, subject (solely for purposes of determining the number of votes) to a floor on the conversion price of $9.01 per share. The preferred stock is convertible into common stock at the holders option. The holders are entitled to traditional weighted average anti-dilution rights (i.e. for stock splits, the issuance or sale of equity securities, etc.). The Company can require the conversion of the preferred stock commencing December 2004 if the market price per common share is at least 200% of the initial conversion price ($9.14 per share, subject to anti-dilution adjustment). The Company can redeem the Series A Preferred Stock for cash after 5 years, or upon a change of control, provided all accrued dividends are paid; the Series B Preferred Stock does not have a cash redemption feature.

4. Securitizations

The Company securitizes a substantial portion of its Company issued credit card receivables through the CompuCredit Credit Card Master Note Business Trust and the CompuCredit Credit Card Master Note Business Trust II (collectively, the "Master Trust"). Credit card receivables are transferred to the Master Trust, which issues notes 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. Generally Accepted Accounting Principles require the Company to treat the transfers as sales and the receivables are removed from the consolidated balance sheet. The securitization transactions do not affect the relationship the Company has with its customers and the Company continues to service the credit card receivables. As of December 31, 2001 the Company receives servicing fees equal to either the cost of servicing the portfolio plus 0.1% per year of the securitized principal receivables or 5% of cash collected, depending on the securitization structure. The Company either performs the servicing or contracts with third party service providers.

The table below summarizes all of the Company's securitization activity:

	For the year ended December 31,
	2001			2000
	(In thousands)
Proceeds from securitizations	$	344,784		$	591,946
Excess cash flows received on retained interests		202,350			155,000
Pretax securitization income (loss)		(8,400	)		11,778

The investors in the Company's securitization transactions have no recourse against the Company for its customers' 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 a portion of 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 $13.0 million and $15.6 million for the years ended December 31, 2001 and 2000, respectively. 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 (loss) 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

F-10

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. 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 the Company's credit risk models. Credit card receivables are typically charged off when the loan becomes 180 days past due, although earlier charge offs may occur specifically related to accounts of bankrupt or deceased customers. Bankrupt and deceased customers' 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.

Our retained interests in credit card receivables securitized include the following:

	At December 31,
	2001			2000			1999
	(In thousands)
I/O strip	$	84,390		$	52,249		$	28,557
Servicing liability		(38,123	)		(21,807	)		(11,397	)

Net I/O strip		46,267			30,442			17,160
Fair value of Seller's Interest		312,622			295,141			148,412

Retained interests in credit card receivables securitized	$	358,889		$	325,583		$	165,572

Changes in any of these assumptions used to value our retained interests 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:

	December 31,
	2001		2000
Payment rate (monthly)	8.0	%	8.8	%
Expected credit loss rate (annualized)	16.7		10.9
Residual cashflows discount rate	34.9		16.7
Servicing liability discount rate	14.0		16.7

The changes in the weighted average discount rate assumptions from December 31, 2000 to December 31, 2001 are reflective of the characteristics of the sales of retained interests that occurred during the fourth quarter of 2001. During the fourth quarter of 2001, the Company sold approximately $36.3 million of its retained interests in credit card receivables securitized for net proceeds of approximately $26.7 million in two transactions. The $9.6 million difference is a loss on sale under the provision of Statement No. 140 and is included in our securitizations loss for 2001. As a result of these

F-11

transactions, the Company increased its residual cash flow discount rate from 16.7% in December 31, 2000 to 34.9% in 2001. The increase in the residual discount cash flow discount rate approximates the Company's estimates of the interest rate implicit in these transactions and reflects the general economic environment during the fourth quarter of 2001. The increase in the expected credit loss rate is primarily due to the seasoning of the portfolio. The return to the investors in the securitizations is based on management's estimates of forward yield curves.

At December 31, 2001, the following illustrates the hypothetical effect an adverse 5 and 10 percent change in key economic assumptions has on the retained interests in credit card receivables securitized ($ in thousands):

	Credit card loans
Payment rate (monthly)		8.0	%
Impact on fair value of 5% adverse change	$	(627	)
Impact on fair value of 10% adverse change	$	(1,532	)
Expected credit loss rate (annualized)		16.7	%
Impact on fair value of 5% adverse change	$	(5,775	)
Impact on fair value of 10% adverse change	$	(11,516	)
Residual cashflows discount rate		34.9	%
Impact on fair value of 5% adverse change	$	(2,018	)
Impact on fair value of 10% adverse change	$	(4,056	)
Servicing discount rate		14.0	%
Impact on fair value of 5% adverse change	$	(67	)
Impact on fair value of 10% adverse change	$	(134	)

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 5% and a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumptions; in reality, changes in one assumption may result in changes in another. For example, increases in market interest rates may result in lower prepayments and increased credit loses, which could magnify or counteract the sensitivities.

The Company's managed loan portfolio is comprised of retained interests in loans securitized and the investors share of securitized credit card loans. The investors share of securitized credit card loans is not an asset of the Company. Therefore, they are not included in the Company's consolidated balance sheets. The principal balances outstanding as of December 31, 2001 and 2000, were $1.7 billion and $1.4 billion, respectively. The following table summarizes the balances included in the CompuCredit's managed loan portfolio.

	December 31,
	2001		2000
	(In thousands)
Investors' interests in loans securitized—Not included on Balance Sheet	$	1,523,839	$	1,229,491
Face amount of credit card receivables underlying Seller's Interest(1)		368,003		298,881

Total managed loans	$	1,891,842	$	1,528,372

(1) The amount noted above is calculated as the total face value of the credit card receivables underlying our securitizations less the investors interests in loans securitized. The fair value of the Seller's Interest is a component of our Retained Interest in Credit Card Receivables Securitized on our Balance Sheet and is disclosed earlier in this footnote.

F-12

5. Software, Furniture, Fixtures, and Equipment

Software, furniture, fixtures and equipment consist of the following:

	December 31,
	2001			2000
	(In thousands)
Software	$	28,922		$	11,364
Furniture and fixtures		3,619			1,860
Data processing and telephone equipment		13,368			6,980
Leasehold improvements		4,821			577

Total cost		50,730			20,781
Less accumulated depreciation		(16,208	)		(6,513	)

Software, furniture, fixtures, and equipment, net	$	34,522		$	14,268

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 $3,858,000 and $1,238,000 for the years ended December 31, 2001 and 2000, respectively. As of December 31, 2001, the future minimum rental commitments for all noncancelable leases with initial or remaining terms of more than one year are as follows (in thousands):

2002	$	4,536
2003		4,673
2004		4,731
2005		4,352
2006		3,612
Thereafter		17,607

	$	39,511

7. Borrowings

Until January 2002, the Company had a $25.0 million one-year revolving credit facility. As of December 31, 2001, $15.0 million was outstanding under this facility at a rate of 4.75% and $10.0 million was reserved for a letter of credit in favor of a third party servicer. As of December 31, 2000, the revolving credit facility was unused; however, $5 million was reserved for a letter of credit in favor of a third party servicer. This agreement expired in January 2002 and was paid in full.

F-13

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 totaling approximately $4.4 billion and $4.1 billion, at December 31, 2001 and 2000, respectively. 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 customers will exercise their entire available line of 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

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.

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

		For the year ended December 31,
		2001			2000		1999
		(In thousands)
Federal income tax expense:
	Current tax expense	$	15,430		$	31,292	$	12,698
	Deferred tax expense		(13,885	)		10,489		21,569

Total federal income tax expense			1,545			41,781		34,267
State income tax expense:
	Current tax expense		—			—		—
	Deferred tax expense		—			—		—

Total state income tax expense			—			—		—

Total income tax expense		$	1,545		$	41,781	$	34,267

F-14

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:

		For the year ended December 31,
		2001		2000			1999
		(In thousands)
Taxes at statutory rate		$	1,545	$	43,454		$	32,647
Increase in income taxes resulting from:
	Miscellaneous permanent differences		—		(1,673	)		1,620

Total income tax expense		$	1,545	$	41,781		$	34,267

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2001 and 2000 are presented below:

		December 31,
		2001			2000
		(In thousands)
Deferred tax liabilities:
	Prepaid expenses	$	(267	)	$	(1,647	)
	Cash advance fees		(5,184	)		(4,358	)
	Software development costs		(5,654	)		(2,310	)
	Deferred costs		(3,501	)		(1,366	)
	Gain on securitization		(8,194	)		(27,033	)

Net deferred tax liability		$	(22,800	)	$	(36,714	)

10. Earnings Per Share

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

		For the year ended December 31,
		2001			2000		1999
		(In thousands, except per share data)
Numerator:
	Net income	$	2,867		$	82,374	$	64,103
	Preferred stock dividends		(144	)		—		(582	)

	Income attributable to common shareholders	$	2,723		$	82,374		63,521
Denominator:
	Denominator for basic earnings per share—weighted-average shares outstanding		46,542			45,886		39,363
	Effect of dilutive stock options		79			184		76

	Denominator for diluted earnings per share-adjusted weighted-average shares		46,621			46,070		39,439
	Basic earnings per share	$	0.06		$	1.80	$	1.61
	Diluted earnings per share	$	0.06		$	1.79	$	1.61

The preferred shares were not included in the denominator because their inclusion would have been anti-dilutive.

F-15

11. Stock Options

The Company has two Stock Option Plans, the 1998 Stock Option Plan ("1998 Plan") and the 2000 Stock Option Plan ("2000 Plan"). The 2000 Plan was approved by the Board of Directors in October 2000 and ratified by shareholders at the 2001 annual meeting. Under the 1998 and the 2000 Plans, the Company may grant 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 is not to exceed 10 years from the date of grant. The maximum number of shares of common stock that may be granted under the 1998 plan is 1,200,000 shares and the maximum number of common stock that may be issued under the 2000 plan is 1,200,000 shares. Information related to options outstanding under the Plans are as follows:

	For the year ended December 31,
	2001				2000				1999
	Number of Shares		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
Outstanding at beginning of year	1,320,260		$	37.85	364,790		$	15.48	60,724	$	12.35
Granted	633,150			8.76	1,040,701			43.81	304,066		16.10
Exercised	—			—	(79,914	)		14.68	—		—
Cancelled/Forfeited	(66,659	)		28.08	(5,317	)		17.76	—		—

Outstanding at end of year	1,886,751			28.33	1,320,260		$	37.85	364,790	$	15.48

The following table summarizes information about stock options outstanding as of December 31, 2001:

		Options Outstanding				Options Exercisable
Exercise Price		Number Outstanding	Weighted- Remaining Average Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$	0.00—$12.00	607,850	4.80	$	8.60	103,365	$	11.64
$	12.00—$25.00	307,610	3.25		14.97	108,447		17.07
$	25.01—$38.00	227,791	3.16		34.31	33,202		34.12
$	38.01—$50.00	735,000	3.75		48.06	5,001		46.69
$	50.01—$62.00	8,500	3.75		57.43	2,835		57.43

		1,886,751	3.94	$	28.33	252,850	$	18.13

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 to Employees." The Company did not recognize any compensation expense for stock-based employee compensation awards for the years ended December 31, 2001, 2000 and 1999.

If the Company had recognized compensation expense in accordance with Statement 123, net income (loss) and net income (loss) per share would have been $(5,069,000) and $(0.11) per share basic and diluted, for the year ended December 31, 2001, $79,235,000 and $1.72 on a diluted basis or $1.73 per share on a basic basis, for the year ended December 31, 2000 and $63,728,000 and $1.60 per share basic and diluted, for the year ended December 31, 1999. Since adjusted compensation costs relate to all periods over which the grants vest, the initial impact on the Company's adjusted net income may not be representative of compensation costs in subsequent years, when the effect of the amortization of

F-16

multiple awards would be reflected. The per share weighted average fair value of stock options granted during 2001 was $6.15, using the Black-Scholes 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 2001: Risk free interest rate-4.2%, expected life of the options-5.0 years, expected volatility-85% and expected dividends (as a percent of the fair value of the stock)- 0%. The December 31, 1999 amounts have been restated to reflect the pooling of interests with Citadel Group Inc.

12. Employee Benefit Plans

The Company has a 401(k) plan and an Employee Stock Purchase Plan. All employees on that date and persons who become full-time employees after that date who have completed one year of employment and at least 1,000 hours of service are eligible to participate in the 401(k) plan. The 401(k) plan provides for a matching contribution by the Company, which amounted to approximately $136,000 in 2001 and $70,000 in 2000.

The Company has an Employee Stock Purchase Plan ("ESPP"). All employees, excluding executive officers, are eligible to participate in the ESPP. Under the ESPP, substantially all employees can elect to have up to 10% of their annual wages withheld to purchase CompuCredit common stock. The amounts deducted and accumulated by each participant are used to purchase shares of common stock at the end of each one-month offering period. The price of stock purchased under the purchase plan is approximately 85% of the fair market value per share of the Company's common stock on the last day of the offering period. Employees contributed approximately $318,000 to purchase 44,790 shares of common stock under the ESPP during 2001 and approximately $200,000 to purchase 8,500 shares of common stock under the ESPP during 2000. The ESPP covers up to 150,000 shares of common stock. The Company's charge to expense associated with the Employee Stock Purchase Plan for 2001 was approximately $50,000 in 2001 and $35,000 in 2000.

13. Related Party Transactions

The Series A Preferred Stock that was issued in December 2001 was issued to a group of investors that includes J.P. Morgan Corsair II Capital Partners, L.P. and Paladin Capital Partners Fund, L.P. ("Paladin"). J.P. Morgan Corsair II Capital Partners is a holder of greater than 5% of the Company's outstanding common stock. CompuCredit issued 4,808 shares of its Series A Preferred Stock to Paladin for an aggregate purchase price of approximately $4.8 million. In addition to the preferred stock investment noted above, during the fourth quarter of 2001 Paladin purchased approximately $27 million of our retained interests in credit card receivables securitized for approximately $20 million. Paladin is an affiliate of an entity controlled by Mr. Frank J. Hanna, Jr., who is the father of the Company's Chairman and Chief Executive Officer, David G. Hanna, and one of our directors, Frank J. Hanna, III.

In December 2001 the Company also issued 10,000 shares of Series B Preferred Stock, in a private placement, for an aggregate purchase price of $10 million. The Series B Preferred Stock was issued to entities controlled by David G. Hanna and Frank J. Hanna, III.

The holders of the Series A Preferred Stock, Series B Preferred Stock, certain holders of common stock and the Company, entered into a Shareholders Agreement whereby (in addition to the provisions described in Note 3) (i) the holders of the Series A Preferred Stock are entitled to participate in a sale or transfer of securities of CompuCredit by Frank J. Hanna, III, David G. Hanna (being the holders of the Series B Preferred Stock), and certain other Common Stock holders that in the aggregate are equal to 25% or more of the outstanding shares of common stock, on a fully diluted basis and (ii) the holders of the Preferred Stock are entitled to registration rights, such that their converted shares of common stock may be registered by CompuCredit on a registration statement filed with the SEC.

F-17

Under a shareholders agreement that the Company entered into with 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. (the Company's President) and Richard W. Gilbert (the Company's Chief Operating Officer and Vice Chairman), following the Company's initial public offering, (1) 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 that are a party to the agreement may elect to sell their shares to the purchaser on the same terms and conditions, and (2) if shareholders that are a party to the agreement 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 that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.

Richard R. House, Jr. and Richard W. Gilbert each indirectly own 13.7% of Visionary Systems, Inc., or VSI, the third party developer of the Company's database management system. During 2001, the Company paid approximately $20.1 million to VSI and its subsidiaries for software development, loan origination, consulting services, intellectual property and two patents. In connection with the purchase of intellectual property, the Company entered into a promissory note of $1.4 million, due in January 2002. This promissory note was paid off in January 2002. During 2001, the Company loaned a subsidiary of VSI $1.0 million for working capital and general corporate purposes. This loan bears interest at the prime rate, is due in January 2005 and approximately $1.0 million was outstanding as of December 31, 2001. During 2000, the Company paid approximately $6.8 million to VSI for software development and consulting services.

During 2001, the Company began subleasing 7,316 square feet of excess office space to Frank J. Hanna, Jr., for $21.50 per square foot. The sublease rate is the same as the rate that CompuCredit pays on the prime lease. Total rent for 2001 was approximately $26,000.

F-18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 29, 2002.

		COMPUCREDIT CORPORATION
		By:	/s/ DAVID G. HANNA David G. Hanna Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, as amended, this Report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAVID G. HANNA David G. Hanna	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	March 29, 2002
/s/ ASHLEY L. JOHNSON Ashley L. Johnson	Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2002
/s/ PETER L. BRIGER, JR. Peter L. Briger, Jr.	Director	March 29, 2002
/s/ RICHARD W. GILBERT Richard W. Gilbert	Director	March 29, 2002
/s/ FRANK J. HANNA, III Frank J. Hanna, III	Director	March 29, 2002
/s/ RICHARD R. HOUSE, JR. Richard R. House, Jr.	Director	March 29, 2002
/s/ RICHARD E. HUDDLESTON Richard E. Huddleston	Director	March 29, 2002
/s/ GAIL COUTCHER-HUGHES Gail Coutcher-Hughes	Director	March 29, 2002
/s/ MACK F. MATTINGLY Mack F. Mattingly	Director	March 29, 2002
/s/ NICHOLAS B. PAUMGARTEN Nicholas B. Paumgarten	Director	March 29, 2002
/s/ THOMAS G. ROSENCRANTS Thomas G. Rosencrants	Director	March 29, 2002

QuickLinks

Table of Contents
Cautionary Notice Regarding Forward-Looking Statements
PART I

ITEM 1. BUSINESS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DIASGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV
COMPUCREDIT CORPORATION INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors
CompuCredit Corporation and Subsidiaries Consolidated Balance Sheets
CompuCredit Corporation and Subsidiaries Consolidated Statements of Operations
CompuCredit Corporation and Subsidiaries Consolidated Statements of Shareholders' Equity For the years ended December 31, 2001, 2000 and 1999
CompuCredit Corporation and Subsidiaries Consolidated Statements of Cash Flows
SIGNATURES
EX-10.8 3 a2074702zex-10_8.htm EXHIBIT 10.8
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of this 11^th day of May, 2001, by and among VSx CORPORATION, a Georgia corporation ("VSx"), JAMES A. ECKSTEIN, a Georgia resident ("Shareholder"), and COMPUCREDIT CORPORATION, a Georgia corporation ("Purchaser").

BACKGROUND:

A. Among other things, CompuCredit is in the business (the "Business") of marketing and selling consumer credit card products and services to selected consumers in the "underserved," "subprime" and "secured" credit sectors, as those terms are generally known and understood in the credit industry.

B. Among other things, VSx is in the business of designing and developing computer software and database programs and providing related data processing services for companies engaged in the Business.

C. Shareholder owns all of the issued and outstanding shares of capital stock of VSx.

D. Pursuant to the terms and conditions contained herein, VSx desires to sell to Purchaser, and Purchaser desires to purchase from VSx, substantially all of the assets owned and used by VSx in connection with the operation of its business.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1
PURCHASE AND SALE OF ASSETS

1.1 Transfer of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the "Closing" (as defined in Section 2.1), VSx shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from VSx, all of the "Assets" (as hereinafter defined), free and clear of any and all liens (including, without limitation, liens for "Taxes," as defined in Section 3.17), charges, security interests, mortgages, pledges, claims, rights of third parties and other encumbrances of any kind or nature (collectively "Encumbrances"). For purposes of this Agreement, the "Assets" shall mean all of the assets, properties and rights of VSx other than the "Excluded Assets" (as defined in Section 1.2). The Assets are identified on Schedule 1.1.

1.2 Excluded Assets. Only the following assets of VSx as of the Closing Date are being retained by VSx and not transferred to Purchaser pursuant to this Agreement:

(a) VSx's minute books, stock transfer ledger and similar corporate records;

(b) VSx's rights under this Agreement and other documents to be executed in connection herewith;

(d) all insurance policies of VSx;

(e) all of VSx's rights under any of the "Plans" (as defined in Section 3.19); and

(f) any item listed on Schedule 1.2.

1.3 No Assumed Liabilities. It is understood and agreed that Purchaser shall not, as a result of this Agreement or the transactions contemplated hereby, assume or become liable for the payment of

any liabilities or obligations of VSx (whether known or unknown, now existing or hereafter arising, of whatever nature or character, and whether absolute or contingent, liquidated or disputed). Following the Closing, VSx shall remain liable for and shall timely pay, perform and discharge all of the liabilities and obligations of VSx in accordance with their respective terms.

1.4 Purchase Price. As payment for the Assets, Purchaser shall deliver to VSx the following aggregate consideration at the Closing:

(a) Payment to VSx of $1,000,000 in cash by wire transfer of immediately available funds to such bank and account as is designated by VSx (the "Cash Payment"); and

(b) A secured promissory note payable to VSx on or before January 30, 2002, in the amount of $1,400,000.00 in the form attached hereto as Exhibit A (the "Note"), which Note shall bear simple interest at the rate of six percent (6%) per annum.

1.5 Allocation. Purchaser, VSx and Shareholder each hereby agree that the Purchase Price shall be allocated among the Assets as set forth on Exhibit B, attached hereto (the "Allocation Schedule") and that such allocation is in accordance with the methodology of valuing the Assets required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Purchaser, VSx and Shareholder agree to file IRS Form 8594 and all tax returns in accordance with the Allocation Schedule.

ARTICLE 2
PURCHASE AND SALE OF ASSETS

2.1 Closing Date. Contemporaneously with the execution of this Agreement, the closing of the transactions contemplated hereby (the "Closing") shall occur at the offices of Purchaser's counsel, Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308, or such other place as is designated by Purchaser. The date on which the Closing occurs is referred to herein as the "Closing Date." The Closing shall be deemed effective as of 11:59 p.m. on the Closing Date.

2.2 Deliveries of VSx and Shareholder. At the Closing, VSx and Shareholder shall deliver to Purchaser each of the following, in form and substance reasonably satisfactory to Purchaser:

(a) A Bill of Sale and Assignment, in form and substance reasonably satisfactory to Purchaser, executed by VSx, and such other assignments, consents, and other instruments of transfer and conveyance (including, without limitation, copyright assignments), in each case as are necessary or appropriate to transfer and assign the Assets to Purchaser in accordance with this Agreement.

(b) A Quit-Claim Bill of Sale and Assignment, in form and substance reasonably satisfactory to Purchaser, executed by Shareholder, assigning all of Shareholder's right, title and interest in and to the Assets to Purchaser.

(c) A Quit-Claim Bill of Sale and Assignment, in form and substance reasonably satisfactory to Purchaser, executed by Visionary Systems, Inc., a Georgia corporation ("VSI"), assigning all of VSI's right, title and interest in and to the Assets to Purchaser.

(d) Certificate of existence for VSx issued by the Secretary of State of the State of Georgia as of a recent date prior to the Closing Date.

(e) Certificates of appropriate officials in the various jurisdictions in which VSx does business as to its qualification and good standing as a foreign corporation.

(f) Resolutions of the board of directors of VSx and the Shareholder, certified by the Secretary of VSx, authorizing the execution, delivery and performance of this Agreement by VSx, in form and substance reasonably satisfactory to Purchaser.

(g) All computer code and related documentation, specifications, design diagrams, notes and comments, manuals, instructions, operations materials, and any procedural code such as job control language, all in a form that is readable by humans, which is included in or related to any of the Assets.

(h): An agreement, substantially in the form attached hereto as Exhibit C (the "Ongoing Support Agreement") executed by VSI and Shareholder.

(i) Any other information, documents or certificates reasonably requested by Purchaser.

2.3 Deliveries of Purchaser. At the Closing, Purchaser shall deliver to or on behalf of VSx each of the following, in form and substance reasonably satisfactory to VSx and Shareholder:

(a) The Cash Payment.

(b) The Note.

(c) A security agreement in the form attached hereto as Exhibit D, granting a first priority security interest in the Assets to VSx.

(d) The Ongoing Support Agreement executed by Purchaser.

(e) Any other information, documents or certificates reasonably requested by VSx and Shareholder.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF VSx AND SHAREHOLDER

VSx and Shareholder hereby jointly and severally represent and warrant, as of the Closing Date, to Purchaser as follows:

3.1 Power and Authority. Each of VSx and Shareholder has the full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of VSx and Shareholder, and no other corporate or other proceedings on the part of VSx or Shareholder are necessary to authorize the execution, delivery and performance of this Agreement by VSx or Shareholder.

3.2 Binding Effect. This Agreement and any other agreements or documents and instruments delivered or to be delivered to Purchaser pursuant to this Agreement have been duly executed and delivered by each of VSx and Shareholder and constitute its legal, valid and binding obligation, enforceable against VSx or Shareholder, as the case may be, in accordance with their terms.

3.3 No Violation; Consents. Neither the execution and delivery of this Agreement by VSx or Shareholder, nor the performance by either of them of its obligations hereunder, will:

(a) violate or conflict with any provision of the Articles of Incorporation or Bylaws of VSx;

(b) breach or otherwise constitute or give rise to a default under any contract, commitment or other obligation to or by which Shareholder or VSx is a party or is bound;

(c) violate any statute, ordinance, law, rule, regulation, judgment, order or decree of any court or other governmental, regulatory or taxing authority to which Shareholder or VSx is subject; or

(d) except as set forth on Schedule 3.3, require any consent, approval or authorization of, notice to, or filing, recording, registration or qualification with any person, entity, court or governmental, regulatory or taxing authority, whether oral or written.

3.4 Capitalization. The authorized capital stock of VSx consists solely of fifty thousand (50,000) shares of no par value common stock, of which fifty thousand (50,000) shares are issued and outstanding. All of such issued and outstanding shares are owned solely by Shareholder, were duly authorized and validly issued, and are fully paid and non-assessable.

3.5 Corporate Structure. VSx is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. VSx has the necessary corporate power and authority to carry on its business as it is now being conducted and to own and lease the properties and assets it now owns and leases. VSx is qualified to transact business as a foreign corporation in the jurisdictions listed on Schedule 3.5, and VSx is not required to be qualified to transact business in any other jurisdiction.

3.6 Liabilities. VSx does not have any commitment, debt, liability or obligation of any kind (whether known or unknown, absolute or contingent, liquidated or disputed, or due or to become due, including, without limitation, liability for "Taxes" (as defined in Section 3.17)), except for (i) those liabilities identified on Schedule 3.6, and (ii) liabilities for employment related costs incurred in the ordinary course of its business since May 1, 2001. VSx does not have any obligations (absolute or contingent) to provide funds on behalf of, or to guarantee or assume any debt, liability or obligation of, any person or entity.

3.7 Accounts Receivable. All accounts receivable, fees receivable and notes receivable owned by or due to VSx, and the respective amounts thereof as of the date of this Agreement, are identified on Schedule 3.7 and represent obligations of Purchaser for sales made, services performed or other charges arising on or before the Closing Date.

3.8 The Assets. The Assets listed on Schedule 1.1 represent all of the assets, properties and rights owned by VSx and used in connection with its business, other than the Excluded Assets. VSx owns, and after the Closing Purchaser shall own, all rights, title and interest in and to the Assets, free and clear of all Encumbrances. All of the personal property, equipment and other tangible property included in the Assets are in good operating condition and repair (ordinary wear and tear excepted).

3.9 Real Property. VSx has not at any time owned or leased any real property, and the Assets do not include any right or interest in real property.

3.10 Intellectual Property. The Assets include, and Schedule 1.1 contains, a correct and complete list of, all copyrights, trademarks, service marks, logos, trade names, patents, processes, inventions, computer programs, software, firmware and related documentation, trade secrets, confidential business information, goodwill and other intellectual property (including, to the extent applicable, registrations, applications, and renewals for registrations of each of the foregoing) which are owned and used by VSx in connection with its business (collectively the "Intellectual Property"), including, without limitation, the computer software program referred to as the "Brain," the functionality of which is described on Schedule 3.10. VSx owns, and after the Closing Purchaser shall own, all rights, title and interest in and to the Intellectual Property free and clear of all Encumbrances, and none of the Intellectual Property has been copied in whole or in part from any work of any other party. VSx has not violated or infringed any patent, copyright, trademark, service mark or other intellectual property or other proprietary rights of any other person or entity, and there are no claims pending or, to the knowledge of VSx or Shareholder, threatened against VSx or Shareholder asserting that the use or ownership of any of the Intellectual Property by VSx or any other party infringes the rights of any other person or entity. VSx has not made or asserted any claim of violation or infringement of any of the Intellectual Property against any other person or entity, and neither VSx nor Shareholder is aware

of any such violation or infringement. VSx has not granted any outstanding licenses or other rights in or to any of the Intellectual Property to any person or entity other than Purchaser.

3.11 Contracts and Commitments. Except as identified on Schedule 3.11, VSx is not a party to or bound by any written or oral contracts, agreements, leases, guaranties or commitments.

3.12 Ordinary Course of Business. VSx has operated its business in the ordinary course consistent with past practices since December 31, 1999.

3.13 Litigation. Except as set forth on Schedule 3.13, there is no litigation, action, suit, arbitration, mediation, hearing or governmental or administrative proceeding or investigation pending or, to VSx's or Shareholder's knowledge, threatened by or against VSx or Shareholder or that otherwise relates to or may affect any of the Assets or the business of VSx, or that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. No judgment, award, order or decree has been rendered against VSx which is still outstanding.

3.14 Compliance with Laws. VSx and Shareholder have complied with all statutes, laws, rules, regulations, orders, decrees and ordinances applicable to VSx or the operation of its business (collectively, the "Laws"), except to the extent any such non-compliance would not, individually or in the aggregate, have a material adverse effect on the Assets or its business. Neither VSx nor Shareholder has received any written notice alleging any violations of Laws.

3.15 Permits and Licenses. VSx holds all required permits, licenses, approvals and authorizations from all governmental or regulatory authorities which are necessary to conduct its business in a manner consistent with its past practices, or which are otherwise material to VSx or to the operation of its business. VSx is in compliance with the terms of such permits, licenses, approvals and authorizations and there are no pending or, to the knowledge of VSx or Shareholder, threatened terminations, expirations or revocations thereof.

3.16 Insurance. All material terms, obligations and provisions of all policies of insurance and bonds or cash deposits in lieu of bonds presently maintained by, or providing coverage for VSx or the Assets have been complied with, all premiums due thereon have been paid, and no notice of cancellation with respect thereto has been received by VSx or Shareholder. No claims are pending under any of such policies or bonds, and to VSx's or Shareholder's knowledge, no state of facts exists with respect to which VSx would file any insurance claim in the ordinary course of business consistent with past practices. Such policies and bonds provide adequate coverage to insure the Assets against such risks and in such amounts as are prudent and customary.

3.17 Taxes. VSx and Shareholder have duly and timely filed all "Tax" (as hereinafter defined) reports and returns required to be filed by or with respect to VSx, and all of such reports and returns are true, correct and complete in all respects. VSx or Shareholder, as the case may be, has paid on a timely basis all applicable Taxes with respect to VSx for any period of time prior to the Closing, except for Taxes accrued but not yet due and payable. VSx or Shareholder, as the case may be, has withheld and paid over all Taxes required to have been withheld and paid over by or with respect to VSx, and complied with all information reporting and backup withholding requirements of or with respect to VSx, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. VSx has never been a party or subject to any Tax audit, investigation, levy, assessment, collection or pending action, proceeding or claim, and no notice of the possible institution of any Tax audit, investigation, levy, assessment or collection action, proceeding or claim against VSx has been received by VSx or Shareholder. No extension of a statute of limitations relating to Taxes is in effect with respect to VSx. VSx (and any predecessor of VSx) has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 at all times during its existence. For purposes of this Agreement, "Taxes" shall mean any

federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever owed by or assessable against VSx (or Shareholder, to the extent arising out of the income, assets or operations of VSx), including any interest, penalty, or addition thereto, whether disputed or not.

3.18 Employees. Schedule 3.18 contains a true and complete list of the names, titles, and salaries (including bonuses) of each full-time and part-time employee, consultant and advisor of VSx. Except as set forth on Schedule 3.18, none of such employees have written employment agreements with VSx. Except as otherwise required by applicable federal and state law, all VSx employees may be terminated by VSx and may terminate their own employment with VSx at any time for any reason or no reason without further obligation or consequence (other than obligations related to non-competition or non-disclosure of information).

3.19 Employee Benefits. Schedule 3.19 lists all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, medical or life insurance, dental, retiree medical or life insurance, retirement, severance or other benefit plans, programs or arrangements, whether written or oral, to which it is a party or which are maintained, contributed to or sponsored by VSx for the benefit of any of its current or former employees, officers or directors (collectively, the "Plans"). VSx has complied in all material respects with its obligations with respect to each such Plan, and each of the Plans has been maintained in material compliance with all applicable laws and regulations. All salaries and bonuses, deferred compensation and any other payments pursuant to any Plan that are due and payable as of the date hereof have been paid in full by VSx.

3.20 Labor Matters. VSx is not a party to any collective bargaining or other agreement of any kind with any union or labor organization. There are no unfair labor practice charges pending or, to the knowledge of VSx or Shareholder, threatened against VSx, and there are no charges, complaints, claims or proceedings pending or, to the knowledge of VSx or Shareholder, threatened against VSx with respect to any alleged violation of any legal duty (including, but not limited to, any wage and hour claims, employment discrimination claims or claims arising out of any employment relationship) as to VSx's employees or as to any person seeking employment therefrom, and to the knowledge of VSx or Shareholder, no basis for any such charges, complaints or claims exists.

3.21 Insolvency Proceedings. No insolvency proceedings of any kind or nature, including, without limitation, bankruptcy, receivership, reorganization, or other arrangements with creditors, whether voluntary or involuntary, with respect to VSx are pending or threatened.

3.22 Year 2000.

(a) All of the computer software, computer firmware, computer hardware (whether general or special purpose), and other similar or related items of automated, computerized, and/or software system(s) that are included in the Assets will not malfunction, will not cease to function, will not generate incorrect date, and will not produce incorrect results when processing, providing and/or receiving (i) date-related data in connection with any valid date in the twentieth and twenty-first centuries and (ii) date-related data into and between the twentieth and twenty-first centuries; and neither VSx nor Purchaser shall be subject to any claims or liabilities arising from their failure to do so; and

(b) All of the products and services sold, licensed, rendered, or otherwise provided in connection with the business of VSx will not malfunction, will not cease to function, will not generate incorrect data, and will not produce incorrect results when processing, providing, and/or receiving (i) date-related data into and between the twentieth and twenty-first centuries and (ii) date-related

data in connection with any valid date in the twentieth and twenty-first centuries; and neither VSx nor Purchaser shall be subject to any claims or liabilities arising from their failure to do so.

3.23 Securities Matters. Each of Shareholder and VSx (i) understands that the Note has not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws; (ii) acknowledges that VSx is acquiring the Note solely for its own account and not with a view to the distribution or resale thereof, except the possible distribution of the Note to Shareholder pursuant to liquidation or otherwise; (iii) is a sophisticated investor with knowledge and experience in business and financial matters; (iv) has received certain information concerning Purchaser and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Note; and (v) is an "Accredited Investor" (as defined in Regulation D of the Securities Act).

3.24 Representations and Warranties. No representation or warranty made by VSx or Shareholder in this Agreement contains or will contain any untrue statement of a material fact as of the Closing Date, and such representations and warranties do not or will not omit any material fact necessary in order to make any statement contained therein not misleading as of the Closing Date.

3.25 Disclosure. VSx has furnished or made available to Purchaser a true, correct and complete copy of each document referred to in this Article 3, including the Schedules hereto.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants, as of the Closing Date, to VSx and Shareholder as follows:

4.1 Organization and Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia.

4.2 Power and Authority. Purchaser has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Purchaser.

4.3 Binding Effect. This Agreement and any other agreements or documents and instruments delivered or to be delivered to VSx pursuant to this Agreement have been duly executed and delivered by Purchaser and constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms.

4.4 No Violation; Consents. Neither the execution and delivery of this Agreement by Purchaser nor the performance by it of its obligations hereunder will:

(a) violate or conflict with any provision of the Articles of Incorporation or Bylaws of Purchaser;

(b) breach or otherwise constitute or give rise to a default under any contract, commitment or other obligation to or by which Purchaser is a party or is bound, except to the extent any such breach or default would not have a material adverse effect on Purchaser;

(c) violate any statute, ordinance, law, rule, regulation, judgment, order or decree of any court or other governmental, regulatory or taxing authority to which Purchaser is subject; or

(d) require any consent, approval or authorization of, notice to, or filing, recording, registration or qualification with any person, entity, court or governmental, regulatory or taxing authority, except any such consent, approval or authorization as has been obtained.

4.5 Litigation. There is no litigation, action, suit, arbitration, mediation, hearing, governmental investigation or similar proceeding pending or, to Purchaser's knowledge, threatened by or against Purchaser, that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.

4.6 Insolvency Proceedings. No insolvency proceedings of any kind or nature, including, without limitation, bankruptcy, receivership, reorganization, or other arrangements with creditors, whether voluntary or involuntary, with respect to Purchaser are pending or threatened.

4.7 Representations and Warranties. No representation or warranty made by Purchaser in this Agreement contains or will contain any untrue statement of a material fact as of the Closing Date, and such representations and warranties do not or will not omit any material fact necessary in order to make any statement contained therein not misleading as of the Closing Date.

ARTICLE 5
OTHER AGREEMENTS OF THE PARTIES

5.1 Bulk Transfers. Purchaser and VSx hereby waive compliance with the bulk transfer provisions of the Uniform Commercial Code (or any similar law) to the extent applicable to the transactions contemplated by this Agreement.

5.2 Reasonable Efforts. Upon the terms and subject to the conditions of this Agreement, each party hereto shall use all reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

5.3 Brokers; Expenses. Each party hereto hereby represents and warrants to the other that it has not incurred any liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with or in any way related to the transactions contemplated by this Agreement. Purchaser shall pay only its own fees and expenses (including the fees and expenses of its attorneys, accountants, and other professionals) incurred in connection with this Agreement and all transactions contemplated hereby. The fees and expenses of Shareholder and VSx (including the costs and expenses of their respective attorneys, accountants, and other professionals) incurred in connection with this Agreement and the transaction contemplated hereby will not be a liability of, and will not be paid by, Purchaser.

5.4 Publicity. Neither party shall issue any press release, written public statement or announcement relating to this Agreement or the transactions contemplated hereby without the prior written approval of the other party in each instance, except to the extent such disclosure is required by law (in which case the disclosing party shall use all reasonable efforts to give the other party prior notice thereof).

5.5 Transfer Taxes. VSx or Shareholder shall pay, or make adequate provision for the payment of, in a timely manner, all transfer, sales or other similar taxes resulting from or payable in connection with the sale of Assets pursuant to this Agreement, regardless of the person on whom such taxes are imposed by legal requirements.

5.6 Corporate, Trade or Brand Names. Each of VSx and Shareholder agree that after the Closing Date it shall no longer use any corporate, trade or brand name similar to the "Brain" without the

prior written consent of Purchaser in each instance. VSx and Shareholder will take any action reasonably requested by Purchaser to terminate any fictitious name filing or other indication of VSx's or Shareholder's right to use any such name.

5.7 Restrictive Covenants.

(a) Each of VSx and Shareholder covenants and agrees that, within the United States for a period of nine hundred twelve (912) days following the Closing Date, except with Purchaser's prior written permission:

(i) No "VSx Affiliate" (as hereinafter defined) shall, directly or indirectly, develop or assist any person or entity (other than Purchaser) in the development of any computer software that performs substantially the same functionality as the Brain (as described on Schedule 3.10 attached hereto) for use in the Business; and

(ii) No VSx Affiliate shall solicit any employee, consultant, contractor or other personnel of Purchaser who was employed by VSx at any time on or prior to the Closing Date to terminate such person's affiliation with Purchaser.

(b) The term "VSx Affiliate," as used herein, shall refer to any of (i) VSx and its officers and directors (acting in either their corporate or individual capacity), (ii) VSI, (iii) Shareholder, and (iv) any person or entity that, directly or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, VSx or Shareholder. The terms "Controls," "Control" or "Controlled" as used herein, mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

5.8 Non-Disclosure Covenant.

(a) For purposes of this Agreement, (i) "Confidential Information" shall mean proprietary business information or data, other than "Trade Secrets" (as defined below), which relates to the business of VSx, would be of tangible or intangible value to Purchaser and is not generally known by or available to third parties; and (ii) "Trade Secrets" shall mean the "trade secrets" (as defined under applicable law) which relate to the business of VSx.

(b) In recognition of Purchaser's need to protect its legitimate business interests in connection with the purchase of the Assets, each of VSx and Shareholder hereby covenants and agrees that it shall regard and treat each item of information or data constituting a Trade Secret or Confidential Information as strictly confidential and wholly owned by Purchaser and not use, distribute, disclose, reproduce or otherwise communicate any such item of information or data to any person or entity for any purpose, except to the extent provided in Section 5.8(c), below. The covenant contained in the preceding sentence shall apply: (i) with respect to Confidential Information, for a period of three (3) years after the Closing; and (ii) with respect to Trade Secrets, at all times such data or information constitutes a "trade secret" under applicable law.

(c) If either VSx or Shareholder becomes legally compelled to disclose any Confidential Information or Trade Secrets (whether by judicial or administrative order, applicable law, rule or regulation, or otherwise), it will use its reasonable efforts to provide Purchaser with prior written notice thereof so that Purchaser may seek a protective order or other appropriate remedy to prevent or limit such disclosure; provided, however, that VSx or Shareholder, as the case may be, will use its reasonable efforts to maintain the confidentiality of such Confidential Information and Trade Secrets. If such protective order or other remedy is not obtained prior to the time such disclosure is required, VSx or Shareholder, as the case may be, will only disclose that portion of such Confidential Information and Trade Secrets which it is legally required to disclose. VSx and Shareholder shall have no liability whatsoever to Purchaser or Purchaser's affiliates with respect to

any legally required disclosure of Confidential Information or Trade Secrets made in accordance with this Section 5.8(c).

5.9 Acknowledgments; Remedies.

(a) Each of VSx and Shareholder expressly understands and agrees that the covenants and agreements to be rendered and performed by it pursuant to Sections 5.7 and 5.8 (collectively, the "Protective Covenants") are special, unique, and of an extraordinary character, and that the breach of any of the Protective Covenants may cause irreparable damage to Purchaser, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, each of VSx and Shareholder agrees that Purchaser shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any default, breach or threatened breach of any of the Protective Covenants by VSx or Shareholder. Such rights and remedies shall be cumulative, and none of them shall limit any other rights or remedies of Purchaser at law, in equity or under this Agreement.

(b) Each of VSx, Shareholder and Purchaser acknowledges and agrees that the Protective Covenants, as to time, scope and territory, constitute the most reasonable and equitable restrictions possible given Purchaser's need to protect its substantial investment in the Assets. In the event any Protective Covenant in this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal in such action.

ARTICLE 6
INDEMNIFICATION

6.1 Indemnification by VSx and Shareholder. Subject to Sections 6.4 and 6.5, VSx and Shareholder, jointly and severally, hereby agree to indemnify and to promptly defend and hold harmless Purchaser from and against any and all claims, costs, expenses (including, without limitation, attorneys' fees and court costs), judgments, actions, suits, proceedings, penalties, fines, damages, losses and liabilities of any kind or nature (collectively, "Losses") incurred by Purchaser resulting from or arising out of:

(a) any breach of any representation or warranty made by VSx or Shareholder in this Agreement or any certificate or instrument delivered pursuant hereto;

(b) any breach of any covenant or agreement of VSx or Shareholder contained in this Agreement or any certificate or instrument delivered pursuant hereto;

(d) any claim, obligation or liability (including liability for any Taxes) which is (i) incurred by VSx at any time or (ii) related to the operation of the business of VSx or the use or ownership of any of the Assets during any period of time prior to the Closing, regardless of whether such claim, obligation or liability is asserted on or before or after the Closing Date.

6.2 Indemnification by Purchaser. Subject to Section 6.4, Purchaser hereby agrees to indemnify and to promptly defend and hold harmless VSx and Shareholder from and against any and all Losses incurred by VSx or Shareholder resulting from or arising out of: (i) any breach of any representation or warranty made by Purchaser in this Agreement or any certificate or instrument delivered pursuant

hereto; and (ii) any breach of any covenant or agreement of Purchaser contained in this Agreement or any certificate or instrument delivered pursuant hereto.

6.3 Administration of Third Party Claims.

(a) Whenever any claim shall arise for indemnification under this Article 6, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party or parties required to indemnify the Indemnified Party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement (a "Third Party Claim"), such notice shall also specify, if known, the amount or a good faith estimate of the amount of the Losses arising therefrom. An Indemnified Party's failure to notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Article 6, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend against any Third Party Claim that the Indemnifying Party has the right to defend against hereunder.

(b) The Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding except in accordance with this Section 6.3. With respect to any Third Party Claim, the Indemnifying Party shall undertake the defense thereof by representatives of its own choosing and shall control the settlement of any Third Party Claim; provided, however, that the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement which would lead to or create any liability or financial or other obligation on the part of the Indemnified Party for which it is not entitled to indemnification hereunder, or could reasonably be construed as an admission of culpability on the part of the Indemnified Party or be expected to undermine the Indemnified Party's defense with respect to any future claims of a similar nature. The Indemnified Party will cooperate and make available to the Indemnifying Party such assistance and materials as Indemnifying Party may reasonably request, at the Indemnifying Party's expense. The Indemnified Party or any other party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. Assuming the Indemnifying Party has received advance notice of a covered claim, and in the event that Indemnifying Party fails to begin defense of such claim with reasonable promptness following receipt of such notice (or at any time thereafter ceases to diligently defend such claim), the Indemnified Party will have the right, after giving ten (10) days' prior written notice to the Indemnifying Party of its intention to do so, and if during such 10-day period the Indemnifying Party does not settle such claim, to undertake the defense and control the compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnifying Party, at the expense and risk of the Indemnifying Party.

6.4 Survival. All representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing. The representations and warranties of each of the parties hereto contained in Articles 3 and 4 of this Agreement shall survive the Closing only until the expiration of two (2) years after the Closing Date; provided, however, that the representations and warranties set forth in Sections 3.1, 3.2, 3.8, 3.10, 3.17, 3.23, 4.2 and 4.3 shall survive indefinitely. Any claim for indemnification under this Article 6 with respect to any representations and warranties contained herein must be asserted during the survival period applicable thereto, if any. In the event notice of any claim for indemnification is given in good faith within the applicable survival period, an Indemnifying Party's obligations with respect to such indemnification claim shall survive until such time as such claim is finally resolved.

6.5 Limitation on Indemnities. The combined liability of VSx and Shareholder to Purchaser for Losses under this Article 6 shall not exceed $2,400,000 in the aggregate, which amount shall include any amounts set off by Purchaser against the Note.

6.6 Subrogation. In the event an Indemnifying Party pays an Indemnified Party's Losses pursuant to this Article 6, such Indemnifying Party shall be subrogated to the rights the Indemnified Party has against any insurer or other third party with respect thereto (and, upon the reasonable request of the Indemnifying Party, the Indemnified Party shall take appropriate actions necessary to transfer and assign such rights to the Indemnifying Party).

ARTICLE 7
MISCELLANEOUS

7.1 Notices.

(a) All notices, consents, requests and other communications hereunder shall be in writing and shall be sent by hand delivery, by certified or registered mail (return-receipt requested), or by a recognized national overnight courier service as set forth below:

		If to VSx or Shareholder:		James A. Eckstein 550 Pharr Road, Suite 525 Atlanta, Georgia 30305
		With a copy to:		Philip E. Tribble, Esq. Morris, Manning & Martin, LLP 1600 Atlanta Financial Center 3343 Peachtree Road, N.E. Atlanta, Georgia 30326
		If to Purchaser:		CompuCredit Corporation 245 Perimeter Center Parkway, Suite 600 Atlanta, Georgia 30346 Attention: General Counsel
		with a copy to:		Robert W. Grout, Esq. Troutman Sanders LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308

(b) Notices delivered pursuant to Section 7.1(a) shall be deemed given: (i) at the time delivered, if personally delivered; (ii) at the time received, if mailed; and (iii) one (1) business day after timely delivery to the courier, if by overnight courier service.

(c) Any party hereto may change the address to which notice is to be sent by written notice to the other parties in accordance with this Section 7.1.

7.2 Entire Agreement. This Agreement, including all Exhibits and Schedules hereto (all of which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the parties hereto and specifically supersedes any other agreement or understanding among the parties related to the subject matter hereof.

7.3 Waiver; Amendment. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon any party unless confirmed in writing. No waiver by any party of any term or provision of this Agreement or of any default hereunder shall affect such party's rights thereafter to enforce such term or provision or to exercise any right or remedy in the

event of any other default, whether or not similar. This Agreement may not be modified or amended except by a writing executed by all parties.

7.4 Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the principles of conflicts of laws.

7.6 Assignment. No party may assign this Agreement, in whole or in part, without the prior written consent of the other party or parties hereto, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect. Notwithstanding the foregoing, Purchaser may assign this Agreement without the consent of the other parties hereto to an affiliate of Purchaser; provided, however, that in no event shall any such transfer or assignment relieve Purchaser from the obligation to pay the Purchase Price to VSx and Shareholder pursuant to this Agreement and the Note.

7.7 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, representatives, successors and permitted assigns.

7.8 Headings. The titles, captions and headings contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect in any way the meaning or interpretation of this Agreement.

7.9 Reference with Agreement. Numbered or lettered articles, Sections, paragraphs, subsections, schedules and Exhibits herein contained refer to articles, Sections, paragraphs, subsections, schedules and Exhibits of this Agreement unless otherwise expressly stated. The words "herein," "hereof," "hereunder," "hereby," "this Agreement" and other similar references shall be construed to mean and include this Agreement and all Exhibits and Schedules and all amendments to any of them unless the context shall clearly indicate or require otherwise.

7.10 Interpretation. This Agreement shall not be construed more strictly against either party hereto regardless of which party is responsible for its preparation, it being agreed that this Agreement was fully negotiated by both parties.

7.11 Further Assurances. Upon the reasonable request of the other party, each party agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.

7.12 Counterparts; Fax Signatures. This Agreement and any agreement, document or instrument required or contemplated hereby may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, document or instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of such agreement, document or instrument, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such party.

7.13 Definition of Knowledge. Any reference in this Agreement to VSx's or Shareholder's "knowledge" (or other similar expressions relating to the knowledge or awareness of VSx or Shareholder) means all matters of which Shareholder or any of the directors or officers of VSx knew or should have known after a reasonable investigation.

[Signatures Begin on Next Page]

IN WITNESS WHEREOF, the undersigned have set their hands and seals to this Agreement as of the date first set forth above.

	"VSx"
	VSx CORPORATION
	By:	/s/ JAMES A. ECKSTEIN
	Name:	James A. Eckstein
	Title:	President and CEO
	(SEAL)
	"Shareholder"
	/s/ JAMES A. ECKSTEIN (SEAL)

	James A. Eckstein
	"Purchaser"
	COMPUCREDIT CORPORATION
	By:	/s/ DAVID G. HANNA
	Name:	David G. Hanna
	Title:	Chairman and CEO
	(SEAL)

QuickLinks

Exhibit 10.8

ASSET PURCHASE AGREEMENT
ARTICLE 1 PURCHASE AND SALE OF ASSETS
ARTICLE 2 PURCHASE AND SALE OF ASSETS
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VSx AND SHAREHOLDER
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER
ARTICLE 5 OTHER AGREEMENTS OF THE PARTIES
ARTICLE 6 INDEMNIFICATION
ARTICLE 7 MISCELLANEOUS
EX-10.8(A) 4 a2074702zex-10_8a.htm EXHIBIT 10.8A
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8a

AGREEMENT

THIS AGREEMENT (the "Agreement"), made and entered into effective as of the 11^th day of May, 2001 ("Effective Date") is made among COMPUCREDIT CORPORATION, a Georgia corporation ("CompuCredit"), VISIONARY SYSTEMS, INC., a Georgia corporation ("VSI"), and JAMES A. ECKSTEIN, a Georgia resident ("Eckstein"). VSI and CompuCredit are sometimes collectively referred to as the "Parties" or individually as a "Party". A master list of defined terms used in this Agreement is contained in Appendix A.

BACKGROUND

A. Among other things, CompuCredit is in the business (the "Business") of marketing and selling consumer credit card products and services to selected consumers in the "underserved," "subprime" and "secured" credit sectors, as those terms are generally known and understood in the credit industry.

B. Among other things, VSI is in the business of designing and developing computer software and database programs and providing related data processing services for companies engaged in the Business.

C. Under an agreement among the Parties and VSx Corporation, a Georgia corporation ("VSx"), dated September 23, 1997, (the "Original Agreement"), VSI and VSx have developed a system of computer programs and databases that are capable of, among other things, gathering, storing and analyzing certain classes of data necessary to facilitate key marketing, risk and financial management decisions in the consumer credit and financial products industries (which system, together with all error corrections, modifications, derivative works, updates, enhancements and associated documentation is collectively referred to herein as the "System").

D. The System includes three core components: (i) the "Brain" which has been developed by VSx on a SUN Solaris/Oracle 8.0 enterprise edition platform; (ii) the "Switch" which has been developed by VSI on a Windows NT 4.0, MS SQL Server 7.0 platform; and (iii) the "Switch Criteria" which was developed by VSI and is owned by CompuCredit.

E. Eckstein owns 40% of the outstanding capital stock of VSI directly and another 10% indirectly through ownership of equity interests in Mcap (as defined below). He also serves as VSI's Chief Executive Officer.

F. CompuCredit has, simultaneously with the execution of this Agreement, acquired all of the assets of VSx, and as a result has acquired ownership of the Brain, but VSI and Eckstein still possess substantial knowledge about the Brain.

G. The Parties intend for VSI to continue to perform data processing, software design development and support, consulting, and miscellaneous ancillary services for CompuCredit related to the Switch, the Brain related to CompuCredit's Business.

H. The Parties desire to terminate the Original Agreement as of the Effective Date of this Agreement and replace and supersede it with this Agreement.

TERMS AND CONDITIONS

NOW, THEREFORE, for value received, the Parties agree as follows:

1. Services

1.1 Services.

(a) General. During the Term (as hereinafter defined), VSI will: (i) provide the Services (as that term is defined below); and (ii) at its own expense, to the extent the Parties agree, maintain agreements securing access to the databases of Equifax, Inc., Experian, Inc., Trans Union LLC, and their respective successors (collectively the "Credit Bureaus") for the purpose of performing the Services.

(b) Pre-Screening Services.

(i) VSI will provide such programming, development, testing, quality control, auditing and on-going operations of the System as the Parties mutually agree is necessary to support CompuCredit's pre-screen direct mail and telemarketing efforts (the "Pre-Screening Services"). The Pre-Screening Services will support CompuCredit's creation of pre-screen lists and will enable CompuCredit to exercise segmentation, prospecting, pricing, product selection and assignment capabilities with respect to its pre-screen lists. The Pre-Screening Services will be provided by VSI using data provided by the Credit Bureaus in accordance with criteria designated by CompuCredit from time to time. VSI is in no way responsible for the accuracy of the data provided by the Credit Bureaus or the validity of the criteria designated by CompuCredit.

(ii) Using data obtained from the Credit Bureaus and CompuCredit's proprietary score models, VSI will build a solicitation file containing contact information and details of a pre-qualified credit offer. The solicitation file will be provided by VSI to processing vendors designated by CompuCredit for the purpose of producing mail copy or for direct telemarketing directed to Prospects. Upon the acceptance of the offer of credit by a Prospect, a lead will be processed by VSI in the Switch which will house score thresholds derived from Credit Bureau information and CompuCredit's proprietary score models, as well as business rules that determine whether a final approval is granted and the terms of the final approval. VSI will create an "ACE Record" according to the criteria specified on Exhibit B ("ACE Record") and send it to Total Systems, Inc., a Georgia corporation with its principal place of business in 1600 First Avenue, Columbus, GA 31901 ("Total Systems"), for fulfillment of a credit card or a decline letter.

(iii) VSI will bill CompuCredit for the Pre-Screening Services on a monthly basis at the hourly rates set forth in Exhibit A.

(c) Post-Screening Services. VSI will provide such programming, development, testing, quality control, auditing and on-going operations of the System as the Parties mutually agree is necessary to support CompuCredit's post-screening direct mail and telemarketing solicitation of the selected Prospects (the "Post-Screening Services"). In connection with the Post-Screening Services, VSI will use the System to assist CompuCredit to retrieve credit data, execute CompuCredit's proprietary criteria, downsell/upsell, and format the ACE Records to be sent to Total Systems for approved, declined and pending applications. VSI will bill CompuCredit for the Post-Screening Services on a monthly basis at the hourly rates set forth in Exhibit A.

(d) Pre-Screen-One Services. VSI will provide such programming, development, testing, quality control, auditing and on-going operations of the System as the Parties mutually agree is necessary to support CompuCredit's real-time pre-screening efforts (the "Pre-Screen-One Services"). In

connection with the Pre-Screen-One Services, VSI will use the System to retrieve credit data, execute CompuCredit proprietary criteria, select pricing, select product and format ACE records to be sent to Total Systems for approved applications for which Prospects have accepted the CompuCredit offer and terms. VSI will bill CompuCredit for the Pre-Screen-One Services on a monthly basis at the hourly rates set forth in Exhibit A. In addition, VSI will charge CompuCredit a $.20 per transaction fee for processing of these transactions which will also be billed monthly.

(e) Cross-Selling Services. VSI will provide such programming, development, testing, quality control, auditing and on-going operations of the System as the Parties mutually agree to support CompuCredit's cross-selling efforts (the "Cross-Selling Services"). In connection with the Cross-Selling Services, VSI will use the System to retrieve pre-screen credit data, execute CompuCredit proprietary criteria, select pricing, select products (such as credit life insurance, credit card registry, membership purchase club) and format ACE records to be sent to Total Systems for approved, declined and pending applications. VSI will bill CompuCredit for the Cross-Selling Services on a monthly basis at the hourly rates set forth in Exhibit A. In addition, VSI will charge CompuCredit a $.20 per transaction fee for processing of these transactions which will also be billed monthly.

(f) Consulting Services. From time to time as mutually agreed between the Parties,, VSI will also provide other services to CompuCredit at CompuCredit's request including, without limitation, consulting services and maintenance services with respect to both the Brain and the Switch, development of new functionalities of the Switch, and other core technology components required by CompuCredit (collectively, the "Consulting Services"). VSI will bill CompuCredit for the Consulting Services on a monthly basis at the hourly rates set forth in Exhibit A.

(g) Solicitation Services. From time to time as mutually agreed between the Parties, VSI will provide solicitation services (the "Solicitation Services") for CompuCredit. VSI will bill CompuCredit for the Solicitation Services on a monthly basis at the hourly rates set forth in Exhibit A.

The Pre-Screening Services, the Post-Screen Services, the Pre-Screen-One Services, the Cross-Selling Services, the Consulting Services, and the Solicitation Services are collectively referred to herein as the "Services."

1.2 Priority During the Term, to the extent agreed to between the Parties, VSI's staff, dedicated to the performance of the Services, maintained at such levels as are agreed to between the Parties from time to time pursuant to Section 2.2 below, shall devote their full time to the performance of the Services. VSI's obligation under this Section 1.2 does not apply to its employees who are not hired or retained pursuant to agreement with CompuCredit pursuant to Section 2.2 below.

1.3 Timetable Subject to the limitations set forth in this Agreement, during the Term, VSI shall commit and utilize sufficient financial and human resources to enable itself to meet any mutually agreed deadlines and complete any tasks associated with the Services. To the extent CompuCredit is to be responsible for any out-of-pocket costs or expenses associated with the Services, those costs or expenses must be within any budgetary guidelines mutually agreed upon between CompuCredit and VSI. VSI and CompuCredit shall each notify the other promptly of any circumstances, when and as they arise, that may reasonably be anticipated to lead to a material deviation from any mutually agreed deadlines associated with the Services.

1.4 Restriction on Certain Conflicting Activities of VSI

(a) During the period set out below, no "VSI Affiliate" (as defined below) shall, except with CompuCredit's prior written consent, directly or indirectly, within the United States:

(i) provide any services to or grant any licenses or rights to any Third Party that could reasonably be expected to impair or conflict with its responsibilities hereunder; or

(ii) provide any services which are substantially similar to any component of the Services related to the Brain to or for any person or entity, other than CompuCredit, for use in connection with the Business.

Notwithstanding anything else set forth herein, CompuCredit acknowledges that VSI Affiliates provide service bureau-type services to and for entities and persons other than CompuCredit with respect to the Switch, and that the provision of such services by a VSI Affiliate shall not be deemed to violate this Section 1.4.

(b) The term "VSI Affiliate," as used herein, shall refer to any of (i) VSI and its officers or directors (acting in either their corporate or individual capacity), (ii) Eckstein, and (iii) any entities that Control, are Controlled by or are under common Control with VSI or Eckstein. As used in this Agreement, the capitalized terms "Controls," "Control" or "Controlled" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

(c) The obligations set forth in this Section 1.4 shall remain in full force and effect throughout the Term and for two years thereafter; provided, however, that in the event the Initial Term is terminated early as a result of a material breach by CompuCredit or a termination by CompuCredit pursuant to Section 7.1(a)(3) below, such obligations shall terminate upon the earlier of (i) two years after the early termination of the Initial Term, or (ii) the expiration of a period of time after the early termination of the Initial Term equal to the actual duration of the Initial Term.

1.5 Use of Third Party Consultants or Developers During the Term, except as indicated in this Agreement or agreed to by CompuCredit, VSI shall not use any Third Party (as hereinafter defined) consultants or developers to furnish the Services; provided, however, that to the extent that CompuCredit approves retention of a Third Party consultant or developer, such consultant or developer shall execute such confidentiality and other documents reasonably required by CompuCredit.

1.6 Licenses

(a) Subject to the provisions of Section 1.6(d), below, VSI hereby grants CompuCredit a nonexclusive, nontransferable (except as permitted under this Agreement) license to use, copy, execute, or display the Switch for internal use only during the Term,.

(b) CompuCredit grants VSI a nonexclusive, nontransferable license, during the Term, to use, copy, modify, execute, display, reproduce (in any medium including firmware) and prepare derivative works of the Switch Criteria and the Brain, but only to the extent that is necessary or appropriate to provide the Services to CompuCredit. Any derivative work of the Brain or the Switch Criteria will be considered "work made for hire" pursuant to 17 U.S.C. § 101 et seq. and will belong to CompuCredit. To the extent any derivative work does not constitute "work made for hire," VSI hereby irrevocably and unconditionally assigns its entire right, title and interest (including, without limitation, trade secrets, patents and copyright interests) in derivative works to CompuCredit. VSI's use of any derivative work will be subject to the same restrictions on use, reproduction and disclosure as are contained in this Agreement with respect to the Brain and the Switch Criteria themselves.

(c) Under the terms of the license granted to it in Section 1.6(a) above, CompuCredit shall not be permitted to sell or sublicense the Switch to any Third Party other than VSI or a VSI Affiliate; provided, however, that the license rights shall extend to any entities that Control CompuCredit, are Controlled by CompuCredit or are under common Control with CompuCredit (collectively "CompuCredit Affiliates"), subject to the same use restrictions as are imposed on CompuCredit by this Agreement; provided that CompuCredit shall (a) give VSI at least thirty (30) days prior written notice before allowing a CompuCredit Affiliate to use the Switch, (b) require the CompuCredit Affiliate be bound to all use restrictions and confidentiality and other obligations in

this Agreement, and (c) provide evidence of its fulfillment of the condition in Section 1.6(b) above upon VSI's request. CompuCredit and the CompuCredit Affiliates shall be jointly and severally liable for all acts or omissions of CompuCredit or a CompuCredit Affiliate that results in a violation of this Agreement or damage to VSI as if such acts or omissions were the acts or omissions of CompuCredit. Further, the license rights granted by VSI to CompuCredit in Section 1.6(a) above may be transferred by CompuCredit in conjunction with an assignment of this Agreement to any Third Party that purchases all or substantially all of CompuCredit's assets or to the surviving corporation in the event of a merger between CompuCredit, subject to Sections 1.8 and 8.6, provided the assignee or surviving corporation agrees to be bound by the terms and conditions of this Agreement.

(d) The license granted by VSI to CompuCredit with respect to the Switch in Section 1.6(a) above shall continue in perpetuity after the Term, unless the Term is terminated (A) by VSI for the material breach by CompuCredit pursuant to Sections 7.1(a)(i) or (ii) below, or (B) by CompuCredit without cause pursuant to Section 7.1(a) or Section 7.1(a)(iii) below. In the event that the license granted in Section 1.6(a) continues beyond the Term pursuant to the provisions of this Section 1.6(d), CompuCredit shall continue to comply with all restrictions and confidentiality obligations applicable to the license and the Switch as set forth in this Agreement, and all representations, warranties, covenants or other obligations, including, without limitation, indemnification obligations, of VSI with respect to the license or the Switch, shall terminate upon the termination of the Term; provided, however, that if any claim for indemnification pursuant to Section 5.1(a) arises during the Term, said claim shall continue for one year after the Term pursuant to Section 5.1(g).

(e) CompuCredit may elect to purchase a perpetual, nonexclusive, non-transferable license to use the source code to the Switch (the "Source Code") at a price equal to twenty (20) times the gross licensing fees received by VSI from licensing the Switch to persons or entities other than CompuCredit during the one year period immediately preceding the event triggering such election, as defined below. CompuCredit may exercise its election within 60 days after: (i) the death or incapacity of Eckstein, or (ii) a termination of the Term by CompuCredit pursuant to Section 7.1(a)(i) or Section 7.1(a)(ii) as a result of a material breach by VSI. Eckstein shall be deemed incapacitated if he suffers from a physical or mental condition that renders him incapable of continuing as an active employee or consultant to VSI for a period in excess of one hundred eighty (180) consecutive days. If CompuCredit timely elects to purchase such license, then for so long as such license remains in effect, CompuCredit shall be entitled to use, copy and create derivative works of such Source Code only as necessary to support and maintain the Switch; provided that any derivative works of the Source Code developed by CompuCredit pursuant to this Section shall be owned by VSI and any software compiled from the modified Source Code shall nonetheless remain subject to the same restrictions on use, reproduction and disclosure as are contained in this Agreement with respect to the Switch itself. CompuCredit is otherwise prohibited from permitting any Third Parties from accessing the Source Code or from disclosing, marketing or otherwise reselling or distributing such Source Code, whether modified or not modified.

1.7 Right of First Refusal During the Term, VSI will not sell, transfer, divide, convey or give away ownership of all or any portion of the Switch to a Third Party without first giving CompuCredit a right of first refusal (the "Right of First Refusal") to acquire such items on terms and conditions substantially the same as those that would apply to the Third Party. VSI shall give CompuCredit at least thirty (30) days to exercise its Right of First Refusal. Notwithstanding the foregoing, the Parties agree that CompuCredit shall have no Right of First Refusal if any portion of the Switch is transferred by VSI to a wholly-owned subsidiary of VSI or to Mcap Partners II, LLC, a Georgia limited liability company ("Mcap"), in connection with an assignment of this Agreement by VSI permitted by Section 8.6 hereof; provided, however, that such subsidiary shall be subject to the terms of this Section with respect to any further transfers.

1.8 Processing Charges In the event of an assignment or transfer by CompuCredit as described in Section 8.6 below, VSI agrees not to charge the purchaser or the successor entity, as the case may be, any transaction fee for use of the Switch or any other System component that is more than the lesser of $.20 per transaction or the lowest rate charged by VSI to any other party. Such rate shall be effective for one year after the assignment of this Agreement.

2. Project Management and Meetings

2.1 Project Management The contact person for CompuCredit shall be its Chief Technology Officer, whose address, telephone and facsimile numbers are:

One Ravinia Drive, Suite 500
Atlanta, Georgia 30346
Telephone: (770) 206-6200
Facsimile: (770) 206-6181

and the contact person for VSI shall be Eckstein, whose address, telephone and facsimile numbers are:

James A. Eckstein
Visionary Systems, Inc.
550 Pharr Road
Suite 525
Atlanta, GA 30305
Telephone: (404) 504-9006
Facsimile: (404) 504-9020

2.2 Status Meetings During the Term, the Parties will meet at mutually agreeable times and locations to discuss matters related to the Services. This will include, at a minimum, quarterly meetings to establish budgetary guidelines and annual meetings to establish VSI's staffing level for solicitation, screening, software development and maintenance, and other related services.

2.3 Project Site During the Term, CompuCredit shall provide VSI, at no cost, with mutually acceptable office space in CompuCredit's data-processing facilities (the "Project Site") and access to the System for VSI in order to provide the Services. VSI will not be permitted to access the System from any location other than the Project Site, except under mutually agreed upon terms. CompuCredit shall have no responsibility for compensating or providing any rights or benefits to any contractors, agents, employees or personnel of VSx or VSI other than any express obligations to Eckstein under this Agreement.

2.4 Staffing Levels CompuCredit shall have the right to review the staffing, and costs of staffing, of VSI's operational support services provided hereunder prior to any budgetary meeting between the Parties, and to request reasonable revision of the staffing levels and cost of staffing for such services. VSI shall accommodate any reasonable request made by CompuCredit pursuant to this Section 2.4.

2.5 General During the Term, CompuCredit shall cooperate and provide information reasonably necessary for the timely completion of the Services. The Parties acknowledge that VSI's performance hereunder is contingent on CompuCredit's timely and effective performance of its responsibilities and its timely decisions and approvals. To the extent required, CompuCredit shall be responsible for providing VSI with data, information, office space and support materials as reasonably required by VSI to perform its duties hereunder.

3. Obligations of Eckstein and VSI

3.1 Services Eckstein shall make himself available to CompuCredit for a mutually agreeable period of time, which shall in no event be less than one (1) year from the Effective Date, to serve as a

consultant to CompuCredit at a rate of $300 per working hour. Eckstein will be available to CompuCredit for this consulting work for at least forty hours per month. There will be no carry-over of unused hours in one month to another month.

3.2 Guarantee Without limiting the scope of his individual obligations or his liability for the failure to perform such obligations, Eckstein hereby guarantees the full and complete performance by VSI and the VSI Affiliates (other than Eckstein) of each of their obligations under Sections 1.4, 6.2, and 6.3(a) of this Agreement, provided, however, that, except to the extent Eckstein is responsible, through his own intentional acts or omissions, for any such breach or violation, Eckstein shall only be responsible for a material and intentional breach or violation by VSI or any VSI Affiliate under Sections 1.4; 6.2; and 6.3(a) of the Agreement. Except to the extent Eckstein is responsible, through his own intentional acts or omissions, for any such breach or violation, Eckstein's liability pursuant to this Section is limited to the lesser of CompuCredit's actual losses resulting from such material and intentional breach or violation by VSI or any VSI Affiliate or the amount actually paid by CompuCredit during the Term for the Services, reduced, in either case, by any amounts received by CompuCredit from VSI for such breach.

3.3 Limitations on Transfers or Issuances of Shares Eckstein and VSI agree that the covenants set out in this Section 3.3 shall be applicable to them during the Term:

(a) Except as otherwise provided in this Agreement or as consented to by CompuCredit, Eckstein or persons or entities Controlled by Eckstein will continue to own a majority of the outstanding voting shares of VSI;

(b) Eckstein will not sell any of his shares of VSI to any Third Party unless he first gives CompuCredit the right to purchase such shares for the same purchase price and on the same terms; provided, however, Eckstein shall be entitled to transfer shares of VSI which he owns to his spouse, lineal descendants or a trust solely for his and/or their benefit or to persons or entities Controlled by him or VSI, so long as such transferees agree in writing that VSI and such transferee shall continue to be bound by the provisions of this Agreement as if such shares were still owned by Eckstein;

(c) VSI will not transfer, sell or issue any of its shares to any Third Party unless it first gives CompuCredit the right to purchase such shares for the same purchase price and on the same terms; provided, however, (i) VSI shall be entitled to transfer, sell or issue its shares to persons or entities Controlled by it or Eckstein, so long as such transferees agree in writing that VSI and such transferee shall continue to be bound by the provisions of this Agreement for the remainder of the Term as if such shares were owned by Eckstein, and (ii) VSI shall be entitled to transfer up to twenty percent (20%) of its outstanding shares to its employees as restricted stock or pursuant to the exercise of stock options; and

(d) VSI will not transfer any of its material assets which are necessary for the performance of the Services to any Third Party unless it first gives CompuCredit the right to purchase such assets for the same purchase price and on the same terms.

3.4 Compliance by VSI During the Term, VSI will comply with all policies, procedures and regulations required by Third Party data providers including, but not limited to, the Credit Bureaus.

4. Compensation

4.1 Monthly Payments On or before the tenth (10^th) day of each calendar month during the Term, CompuCredit shall pay VSI the following fees accrued in the previous month: (a) a per-hour fee for time spent by VSI personnel at rates set forth in Exhibit A, (b) if approved in advance by CompuCredit pursuant to Section 1.5, the fees of agents and contractors retained by VSI to perform the

Services during the preceding month, and (c) the per-transaction fees as set out in Sections 1.1(d) and (e) above.

4.2 Costs and Expenses CompuCredit shall reimburse VSI for any documented, necessary and reasonable travel, lodging or other out-of-pocket expense reasonably incurred by VSI solely in connection with performing the Services. CompuCredit must pre-approve any single expense of VSI amounting to more than Five Hundred Dollars ($500) to the extent that VSI wishes to seek reimbursement for such amounts. VSI shall provide CompuCredit with reasonable documentation to support and verify any expenses submitted for reimbursement pursuant to this Section.

4.3 Late Fees; Taxes CompuCredit will pay VSI a late fee on all overdue amounts, fees, expenses or other payments due from CompuCredit to VSI pursuant to this Agreement at the rate of one and one-half percent (1¹/2%) per month, or the maximum rate allowable by law, whichever is less, commencing with the date payment was due. The payments referred to in the preceding sentence are net amounts due from CompuCredit to VSI, exclusive of all sales, VAT, excise, ad valorem, and use taxes, (collectively, the "Taxes") CompuCredit shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on VSI's income.

5. Representations, Warranties and Indemnities

5.1 Representations and Warranties of VSI. VSI hereby represents and warrants to CompuCredit that:

(a) The Switch and work product to be used by VSI in connection with the Services, including all material, works, writing, ideas or dialogue written, submitted or interpolated in and for the Switch or the Services, are VSI's original work or will be work acquired and owned by VSI (except for material in the public domain). The Switch does not infringe upon or violate any Third Party Intellectual Property Right (as that term is defined below).

(b) Neither VSI's nor any VSI Affiliate's performance of its obligations under this Agreement will trigger or constitute a breach of any of its legal or contractual obligations.

(d) At the time it was delivered to CompuCredit, the Switch did not include (i) any software code that is designed to be capable of disabling or self-limiting the program or other computer hardware or software, including, without limitation, locks, time bomb, and trap doors, (ii) any malicious software code that is designed to cause damage to or deplete the resources of any computer hardware or software by self-duplicating, altering any files or otherwise, including, without limitation, viruses, Trojan horses, worms, or (iii) any hidden communication capacity not reflected in the documentation.

(e) VSI covenants that during the Term, the Switch will accurately process not less than ninety-five percent (95%) of the transactions processed. For any month during which the Switch fails to achieve that percentage of accuracy, CompuCredit will not be obligated to pay VSI the fees for the Services described in Sections 1.1(b), (c), (d) and (e).

(f) VSI covenants that during the Term, it will perform the Solicitation Services accurately at least ninety-five percent (95%) of the time. For any month during which the Solicitation Services are not performed to at least that degree of accuracy, CompuCredit will not be obligated to pay VSI the fee for the Solicitation Services.

(g) VSI covenants that during the Term, it will comply with CompuCredit's Vendor Minimum Standards set forth in Exhibit C, as the same may be amended by CompuCredit, in its reasonable discretion from time to time, in performing the services.

(h) THE LIMITED WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY VSI IN CONNECTION WITH THE SERVICES AND THE SWITCH, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(i) Any claims made under this Section 5.1 shall be made during the Term or within three (3) years thereafter.

5.2 Representations and Warranties of CompuCredit. CompuCredit represents and warrants to VSI and Eckstein that:

(a) CompuCredit owns or has acquired rights to all proprietary interests in the Switch Criteria and any data or other materials provided hereunder necessary to grant to VSI the Intellectual Property Rights (as that term is defined below) set forth in this Agreement, and that provision of the Switch Criteria, data or other materials related thereto by CompuCredit or any CompuCredit Affiliate to VSI does not and will not infringe or violate any Third Party Intellectual Property Right or other proprietary right of any Third Party, including rights of publicity and privacy, or any foreign, federal, state or local law, rule or regulation.

(b) Neither CompuCredit's nor any CompuCredit Affiliate's performance of its obligations under this Agreement will trigger or constitute a breach of any legal or contractual obligation of CompuCredit.

(c) CompuCredit (and each CompuCredit Affiliate) is fully authorized to enter into and fully perform its obligations under this Agreement.

(d) CompuCredit has purchased or licensed all the necessary third party computer hardware and software which may be required to develop and operate the System and VSI has the right to use such third party hardware and software to which VSI will be given access hereunder.

(e) Any claims made under this Section 5.2 shall be made either during the Term or within three (3) years thereafter.

5.3 Indemnifications

(a) VSI shall (i) indemnify and hold harmless CompuCredit, its officers, directors and CompuCredit Affiliates (collectively, the "CompuCredit Parties") from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by VSI, any suit or proceeding against a CompuCredit Party, in the case of both (i) and (ii), arising out of or based on any claim, demand or action alleging that the Switch or any other product or item of intellectual property licensed or provided by VSI to CompuCredit pursuant to this Agreement ("VSI Intellectual Property") infringes any Third Party Intellectual Property Right (as that term is defined below) or arising out of or based on any material breach by VSI of Section 5.1. VSI shall have no obligations hereunder to the extent that such claim, demand or action arises from or occurs as a result of: (i) the use of the product or item of VSI Intellectual Property by any CompuCredit Party in combination with any other hardware, platform, device, program, software or other item unless VSI either (A) specifically recommended such combined use or (B) knew or should have known that such combined use by CompuCredit was normal and customary under the circumstances; (ii) the failure of CompuCredit to implement changes, replacements, or new releases recommended by VSI and made available to CompuCredit at no cost or a nominal cost, where such claim, demand or action would have been avoided by such changes, replacements or new releases; or (iii) any modifications

or changes made to the Switch by or at the specific instruction of CompuCredit. This Section 5.3(a) states the entire liability of VSI with respect to infringement of any Third Party Intellectual Property Rights, and VSI shall have no additional liability with respect to any alleged or proven infringement. In addition, VSI shall not have any liability under this Section 5.3 or otherwise to CompuCredit for any liability, cost, loss or expense of any kind arising out of or based on any actual or alleged violation of the Fair Credit and Reporting Act ("FCRA") and the Gramm-Leach-Bliley Act ("GLBA").

(b) If VSI is obligated to indemnify a CompuCredit Party pursuant to Section 5.3(a) above, or if VSI reasonably believes that it will become obligated to indemnify a CompuCredit Party pursuant to Section 5.3(a) above, then VSI, at its own option and expense, shall take one of the following remedial actions: (i) procure for the CompuCredit Party the right to continue using the infringing product or item of VSI Intellectual Property from the Third Party owning the Third Party Intellectual Property Right which is allegedly being infringed upon; or (ii) replace the allegedly infringing product or item of VSI Intellectual Property with one that is not infringing, and which is the functional equivalent of the infringing product or item. In the event that VSI is unable to achieve either of such remedial actions at a commercially reasonable cost, it shall allow CompuCredit to attempt to perform either of said remedial actions at VSI's cost so long as such cost does not exceed the royalty or fee charged by any Third Party, from whom CompuCredit obtains such right, to other Third Parties.

(c) CompuCredit shall (i) indemnify and hold harmless VSI, its officers, directors and affiliated entities (collectively, the "VSI Parties") from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by CompuCredit, any suit or proceeding against a VSI Party, in the case of both (i) and (ii) arising out of or based on any claim, demand or action alleging any violation of or otherwise relating to the FCRA or the GLBA.

(d) CompuCredit shall (i) indemnify and hold harmless the VSI Parties from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by CompuCredit any suit or proceeding against a VSI Party, in the case of both (i) and (ii), arising out of or based on any material breach by CompuCredit or any CompuCredit Affiliate of either Section 5.2 or Section 8.9.

(e) The rights of a Party under this Section 5.3 to be indemnified as set forth herein shall be subject to all of the following: (a) the Party to be indemnified (the "Indemnified Party") must notify the other Party (the "Indemnifying Party") in writing promptly upon learning that such claim has been or may be asserted, (b) the Indemnifying Party shall have sole control over the defense of such claim and any negotiations for the settlement or compromise thereof, unless any settlement could have a material adverse effect on the operations of the other Party, in which case the consent of the other Party to such settlement shall be required, and (c) the Indemnified Party shall provide reasonable assistance and cooperation to the Indemnifying Party to facilitate the settlement or defense of any such claim.

(f) The indemnification obligations set forth herein shall survive during the Term and for one (1) year thereafter.

5.4 Limitation of Liability UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE RESPONSIBLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR INCURRED IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE SERVICES OR THE SWITCH, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY

OTHER REMEDY PROVIDED HEREIN FAILS, NOR SHALL A PARTY'S TOTAL LIABILITY TO THE OTHER (EXCLUDING THIRD-PARTY INDEMNITY LIABILITIES) EXCEED $1,000,000.00. The foregoing limitations of liability shall not apply to breaches of Section 1.4, 1.6 or 6.2.

6. Ownership and Proprietary Rights; Limited License Back

6.1 Ownership

(a) For purposes of this Agreement the term: (i) "Intellectual Property" means and includes (regardless of whether capitalized or lower case) shall mean collectively (A) copyrights, copyright registrations or applications, trademarks (and the goodwill associated therewith), trademark registrations or applications (and the goodwill associated therewith), moral rights, and any other rights to any form or medium of expression, (B) Trade Secrets (as defined in Section 6.2(b)), privacy rights, and any other protection for confidential information or ideas, (C) patents, patent registrations and patent applications, and (D) any items, information or theories which are protectable or registrable under any other similar laws; (ii) "Intellectual Property Rights" means and includes any rights of a person or entity in Intellectual Property; (iii) "Third Party" means any person or entity which is not a Party; and (iv) "Third Party Intellectual Property Rights" means and refers to Intellectual Property Rights owned by a Third Party, other than a VSI Affiliate or a CompuCredit Affiliate.

(b) Subject to all rights granted or applicable to VSI in this Agreement, the Parties acknowledge and agree that the Switch Criteria and all Intellectual Property Rights associated therewith is currently owned and shall continue to be owned by CompuCredit.

(c) Subject to all rights granted or applicable to CompuCredit in this Agreement, the Parties acknowledge and agree that VSI owns and will, after the termination of this Agreement, continue to own the Switch and all Intellectual Property associated therewith.

6.2 Non-Disclosure Covenant

(a) Each Party acknowledges that in the course of its performance of its duties under this Agreement and the Original Agreement it may be exposed to certain "Confidential Information" and "Trade Secrets" (both as defined in paragraph (b) of this Section 6.2) of the other Party, and that its unauthorized use or disclosure of such information or data could cause immediate and irreparable harm to the Party whose information is misused or disclosed. Accordingly, except to the extent that it is necessary to use such information or data to perform its express obligations under this Agreement, no Party shall (and each Party shall take diligent measures to ensure that none of its employees, other personnel or affiliates shall), without the express prior written consent of the other Party, disclose or divulge or use, modify or copy, directly or indirectly, in any way for any person or entity: (i) any of another Party's Confidential Information during the Term and for three (3) years thereafter; and (ii) any of another Party's Trade Secrets at any time during which such information shall constitute a Trade Secret.

(b) For purposes of this Agreement, "Confidential Information" means valuable and proprietary non-public business information or data, other than Trade Secrets, and "Trade Secret" means information (including, but not limited to, confidential business information, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers) of or about a Party that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Each Party agrees to use reasonable efforts to identify any information disclosed to the other as Confidential Information or Trade

Secrets; provided, however, that failure to do so shall not eliminate or lessen the other Party's responsibilities or obligations hereunder.

6.3 Non-Interference Covenant

(a) During the Term and for a period of twelve (12) months thereafter, neither VSI, Eckstein nor any VSI Affiliate shall, without the written permission of CompuCredit: (i) solicit any entity that VSI is aware is or has been a client or customer or an actively sought prospective client or customer of CompuCredit during the twelve months prior to the end of this Agreement (a "CompuCredit Customer") for the purposes of providing the CompuCredit Customer or having the CompuCredit Customer provided with services or products substantially similar to those offered by CompuCredit to such CompuCredit Customer; or (ii) solicit any employee, contractor or other personnel of CompuCredit to terminate a contractual relationship with CompuCredit or to sever an affiliation with CompuCredit in order to affiliate with a CompuCredit Competitor; provided, however, that this Section 6.3(a) will no longer apply following any termination of this Agreement by VSI for cause pursuant to Section 7.1(a)(i) or (ii).

(b) During the Term and for a period of twelve (12) months thereafter, CompuCredit shall not (i) solicit any person or entity that was a client or customer or actively sought prospective client or customer of VSI during the twelve months prior to the end of the Agreement (a "VSI Customer") for the purposes of providing the VSI Customer or having the VSI Customer provided with services or products substantially similar to those offered by VSI to such VSI Customer, or (ii) solicit any employee, contractor or other personnel of VSI to terminate a contractual relationship with VSI or to sever an affiliation with VSI in order to affiliate with any CompuCredit Party, provided, however, that this Section 6.3(b) will no longer apply following any termination of this Agreement by CompuCredit pursuant to Section 7.1(a)(i) or (ii).

7. Term and Termination

7.1 Term and Termination

(a) The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue for a period of three years ("Initial Term"). Thereafter, the Term shall continue until terminated as of the end of a calendar month by advance notice of at least thirty (30) days by either Party to the other. Notwithstanding the foregoing, the Term may be terminated early upon the occurrence of any of the following events:

(i) if either Party materially breaches any of its obligations under this Agreement (other than its obligations under Sections 1.4, 6.2, or 6.3) and fails to cure such breach within thirty days after notice of such breach from the other Party, the other Party may terminate the Term immediately upon notice;

(ii) in the event of a material breach by either Party of its obligations under Sections 1.4, 6.2, or 6.3, immediately upon notice by the other Party; or

(iii) by CompuCredit upon at least ninety (90) days prior written notice to VSI; provided, however, that CompuCredit shall not be entitled to a refund of any monies paid hereunder in this case.

(b) Upon any termination of the Term, (i) CompuCredit shall promptly return all property of VSI to VSI, including but not limited to any Confidential Information and Trade Secrets; (ii) VSI shall promptly return all such property of CompuCredit to CompuCredit; and (iii) CompuCredit shall promptly pay VSI for any Services performed up to the date of such termination; provided, however, in the event that the Term is terminated as a result of a material breach by either party,

this provision shall have no effect upon the other party's rights to damages or other relief as a result of such breach.

(c) The representations, warranties and covenants set out in Sections 5.1, 5.2 and 5.3 shall only survive the termination of the Term for a period of three years.

8. Miscellaneous

8.1 Severability If any provision in this Agreement or any application of those provisions is found invalid, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions in this Agreement and any other applications of such provision and the remaining provisions will not in any way be affected or impaired by such invalidity, illegality or unenforceability.

8.2 Choice of Law, Interpretation The validity, construction, and enforcement of this agreement, and the determination of the rights and duties of the Parties, will be governed by the laws of the State of Georgia (exclusive of any choice of law or other provision that would result in the application of the laws of any other jurisdiction).

8.3 Notices All notices and other communications required or permitted under this Agreement will be in writing (including a facsimile) and will be deemed given when either delivered personally, via facsimile, or five days after being deposited in the United States mail, postage prepaid and addressed as set forth in Section 2.1, or to such other address as each Party may designate in writing to the address set forth on the signature page or any succession address specified by such Party to the other Parties in accordance herewith.

8.4 Amendments and Waiver No amendment, change, or modification of this Agreement or any of the terms, conditions or provisions hereof, and no waiver of a right, remedy, privilege or power, or discharge of an obligation or liability, conferred upon, vested in, or imposed upon any Party under or pursuant to this Agreement, and no consent to any act or omission pertaining hereto will be effective unless embodied in a written instrument signed by both Parties. No failure to exercise and no delay in exercising any right, remedy, privilege, or power under or pursuant to this Agreement will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, privilege, or power provided for under or pursuant to this Agreement by either Party hereto preclude or limit such Party from any other or further exercise thereof or from pursuing any other right, remedy, privilege, or power available pursuant to this Agreement, at law, in equity or otherwise.

8.5 Relationship between Parties The Parties acknowledge that the Parties will perform its obligations hereunder as independent contractors and not as joint venturers or partners or in any other capacity inconsistent with an independent contractor capacity. VSI's employees and agents, if any, are not CompuCredit's employees or agents, and will have no authority to bind CompuCredit by contract or otherwise, and CompuCredit's employees and agents, if any, are not VSI's employees or agents, and will have no authority to bind VSI by contract or otherwise Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise among the Parties.

8.6 Assignment Except as specifically permitted in this Agreement, neither Party may assign any of its rights or delegate any of its duties under this Agreement to any Third Party without the prior written consent of the other Party. Notwithstanding the foregoing, (A) CompuCredit shall not unreasonably withhold consent if VSI wishes to assign its rights under this Agreement to a wholly-owned subsidiary of VSI or Mcap in connection with a transfer of all property (including all Intellectual Property) associated with the Switch to such subsidiary; and (B) VSI shall not unreasonably withhold consent if CompuCredit wishes to assign its rights under this Agreement to a wholly-owned subsidiary of CompuCredit in connection with a transfer of all property (including all Intellectual Property) associated with the Brain and the Switch Criteria to such subsidiary. Notwithstanding anything to the

contrary contained in any Section of this Agreement, any transferee or assignee of all or any portion of any Party's rights hereunder must agree in writing to be bound by the terms of this Agreement.

8.7 Entire Agreement This Agreement, together with any and all Exhibits and other attachments attached to or associated with this Agreement (each of which is hereby incorporated by reference into the body of this Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any prior statement or writing not a part of this Agreement or otherwise referenced in this Agreement, including, without limitation, the Original Agreement, which agreement is hereby terminated in all respects, and no Party will be bound by any prior or contemporaneous representation, statement, promise, warranty, covenant, or agreement pertaining thereto unless set forth or referred to in this Agreement.

8.8 Force Majeure No Party shall be in default by reason of any failure in performance, if such failure arises solely from causes beyond the reasonable control of the Party (notwithstanding the Party's taking diligent steps to avoid the forces causing the failure to perform and to mitigate the adverse consequences to the other Party of such forces), including without limitation natural disasters, storms, floods, hurricanes, tornadoes, other acts of God, strikes involving Third Parties, freight embargoes, acts or omissions of government authorities, lockouts, as to VSI only a failure of CompuCredit's computer systems or another Party's untimely, inaccurate or inadequate performance of its obligations hereunder.

8.9 Export Compliance To the extent that CompuCredit or a CompuCredit Affiliate is permitted to export the Switch outside the U.S., CompuCredit shall be solely responsible for compliance with all applicable U.S. export laws, rules, and regulations. CompuCredit agrees to keep such books and records and to take other actions as may be required by such applicable laws, rules, and regulations, and to comply with any applicable U.S. export laws, rules, and regulations.

[Signatures Begin on Next Page]

In Witness Whereof the Parties have set their hands and seals to this Agreement effective as of the Effective Date.

COMPUCREDIT CORPORATION		VISIONARY SYSTEMS, INC.
By:	/s/ DAVID G. HANNA (SEAL)	By:	/s/ JAMES A. ECKSTEIN (SEAL)

Printed Name:	David G. Hanna	Printed Name:	James A. Eckstein

Title:	Chairman and CEO	Title:	President and CEO

ECKSTEIN		VSx CORPORATION (indicating its agreement to Section 8.7 hereof)
/s/ JAMES A. ECKSTEIN (SEAL)		By:	/s/ JAMES A. ECKSTEIN (SEAL)

James A. Eckstein		Printed Name:	James A. Eckstein

		Title:	President and CEO

QuickLinks

Exhibit 10.8a

AGREEMENT
EX-23.1 5 a2074702zex-23_1.htm EXHIBIT 23.1
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-62012) pertaining to the CompuCredit Corporation 2000 Stock Option Plan, in the Registration Statement (Form S-8 No. 333-78409) pertaining to the CompuCredit Corporation Amended and Restated 1998 Stock Option Plan and in the Registration Statement (Form S-8 No. 333-92889) pertaining to the CompuCredit Corporation Employee Stock Purchase Plan of our report dated March 26, 2002, with respect to the consolidated financial statements of CompuCredit Corporation and subsidiaries included in the Annual Report (Form 10-K) for the year ended December 31, 2001.

Atlanta, Georgia
March 26, 2002

QuickLinks

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS
GRAPHIC 6 g396216.jpg G396216.JPG begin 644 g396216.jpg M_]C_X``02D9)1@`!`0$`UP#7``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#+E'AM_A[5>%*_NIZJ^`I1W_[0K"GC$TK9W9KQY)>D@I23Y-I]8_$BB6NY M`>-5N^:^TKIS<+G?(;+B>K*5[W/X$Y/TKGVY7+7.JD*=U#?UP(.,JCLJ#:0/ M,)P/XB:@V&Q0[A-]#TQ8WKY,2?7D.\F6_-2U>J*N+!34=JUJ"[\?'$K/$Q;V M:UM/M^^`UYO'FW.J+>G[!<[HON6I(9;/QYGZ"JU<^+FM7$Y4W8K&V>G;K+K@ M^&3_`"JPVG@]+`D@Y M"D/2@I)\1YUT%16/7GV\+]&?2CW\O]D>!$1`M\:&V5%##26TE1R2$C',GJ>5 M2***TFP****`****`****`****`****`****`***H_$3B9:]!V_:LIE75U.6 M(:5<_P"\O]U/U/=WD`6>]7VUZ=MRY]VFLQ(R.JW%8R?`#J3Y#G2%UA]H"X7! MU<#2$549M1VB6\@+>7_<1S"?CD^ZEI"1T2/J M?,U=K'IR%9&@6T]K)(]=]0Y^X>`J_@LOLQ3U6Z/4J8G&0H6CWOH5Z+I2Z7R6 M;CJ2=(6ZYS(6X5NJ]Y.=ON_E6UG7&S:0C=A&CH](4.32/:5YJ5U`K)JG4:;) M$#3)!FNCU`>80/WC^5>>#6A_TUU0]=KL"_;X"@MT.'/;NGFE)\0,9/P'?70Q M%M.`_CPZUG[M^Q4IKMQ?UW/Z>G4LFB.&-UUSV-ZU:X[&LZL+CP&R4%X=Q/>E M/G[1[L#G3[MML@VB`U!MT1F+%:&$--("4C_[\ZE@8&!17#G.5DMJ;U9U(QC! M:16B(-WO%NL-M=N%TEM18C0]9UPX'D!XGR',U4K7QAT/=[BW!CWD(><5M1V[ M*VDJ/AN4,#XTON-[[UZXA:5TFMU2(;RFUK`[U..EO/O"0<>\U>-8\(;!J+3\ M>WVV+$M+\=:>RDLQP5!`Y%*L$%61XGKSJ!(NMXO5MT_;'+C=9C46(W[3CA[^ MX`=2?(UU!R>>1YF@+_JK7^GM&.Q6[W+<85)2I36QE2\A.`?9'+J*DQ-962;I% M>J&)1-J0VMQ3I;4"`@D*]7&@5*`-U>2#WF([@?Y:2F@+:NSZOU3;W<]I'L4U"\] MRMB<_6I?#>[\-[?HZ:UK")'D7%4E9;2J*IQPM;$@!*@.7/=WC%`=`2M?Z:BZ M73J,W)#MK4X&P\RE2\*/<0!D'R(J5^EMH_1+])^W7]U=CV_:]FK.S.,[>M=5^?Q8TG;YK\=N$PH'!"G%@$CSV[J==ETQ;;+I9G3[$=OT-#'8N)V_UN1A M15XD\R:`P7S6UAT_9H=WG3_JV9#+C*EGP&](!/D#5`U5$MF@G.'=DFW-:K=!GNRE/R!DI2CUAD)!Z M%>!RJ7J;4-MXG3;-9=*MNSW8UP:E2+AV"D-Q&T$Y]90!W'N`ZT!;[QQ1TM8K MS)M,V5($R,4AU#41QP)W)"AS2".A%9K=Q'TY<[5<[E'D2/1;:V'9*G(KB"E) MST"@,]#TJB:6UG:++K/7$JX>F%R3=.R26(;KPVM`IZI20.O3-67BU8..Z@)$3C!HF4^TR;LJ.IT@(5)C.-)/^)2<`>9- M6:\:AMMB:A.SGRA,V4W$8*4%6]Q?LCEW@]PYD^0KCN9-N>J]0+E2W ME2KA-=]9:N\_D`.[N`IB\?\`4;ETURFT(0 MTNW*3+4,EEL)3Y%1_P!`?G5C"T^O=&OJ:K[?2K<^A=;-:(]EMZ(S(!5U<V*FZ7!VZ7%Z8Z3N<5D#/LCN'P%=/?9]CM-<-NT0D!;TUU3A\2 M-H'T`KE4]:?'V>-8,179FEICH09"_2(>XXW+QA:!YD`$#R->#E)R;D^+/5I* M*T1T/1116#(E>..F[FFXV;6EHCK?=M92'TH3DI2E>]"\#G@'<#X9%:_4/'"3 MJ.W0K9H>%<&[[(=25Y:0O9CJE/7=D]Y``'T?58FXS#*BIIEM!/4I2!GY4`BN M*FFM1V\:7UHD&?<[4TTFX+;1^-"MX7M2/9W%0)'3E6OUYQ0;XDV&+I?3%JGN M3)KJ%/H6@>KM.=HP3D;L$J.``/ET5C-8FXS#*BIIEM!/4I2!GY4!SAQ&L)TP MKAO9BL+7%04K4.A676RHCRW$UK-3Z&?0[C=69:D=RDJ]=1^`4X*Z MC_8^AYP.SQOSGKNW8_#CK74%:2]7W3FG09=WG08:O:!=4D M+5[A[1/NH!3LZ/O-MX"0$F&Z;E"G)NQB8]?:%D[<>.TYQU[JM=UXMV>3I]/Z M+/?>5]FHV0X#;94XEP][B?PA/4Y\/#G5ST]J"#J>SMW6VEU4-U2TM+<04;PE M125`'GC(/6IS4**PZMUJ,RVXX!>:R%?'`6?C3+[)OM>UV)[3& M-V.>/#-"F6UN)<4V@K2,!12,CXT`E>&/$325ET[,^];TS&FS+E(EN-J0LD;E M7+NIK^@0_^58_\-/^ ME>C#C%`08[10#D)V#`-`++47$B/J>VOV#0S%8V;-Q0T3I]E6]%ELK[Q5^\I?J%6/,Y--E#:&TA*$A*1T`&!1V3? M:]KL3VF,;L<\>&:`7>JOZ;QCT1"ZIC-2Y:Q_@VI/S%,:O!:;+H=*$EP#`5CF M!X9KW0'$O$)]?UKS M>*R6:DY4;UT.U1F<6M+=SZEST-]H)"&&H&KF5E20$BX,)SN\W$#O\T_*G/9M M56'4+87:;M#EY_"TZ"H>]/4?$5R#,T%=F"3'+,E/=L7M/R-:AZR7>$O-#V_<&)L=T6.T51KM]I.0K*O\ MJ'<=.#+G..>*6D!(^9S6S7!TSIQ`<>;CH6.8+O[1P^X')^E7(Y3=I MM6M17=E:685:Z03D^Q$E<0.)6KLI9G2(\9?=$0(Z!_CZGYFM8O34.W#T[4=R M4Z\OUNR;42IP^\\S]/?4X:EO&H)HMNE[4^^\>04&]Z@/''1(\S5QL_")BS*9 MU!Q`NZRX'4*$**E3RU+]H)40"3R220D=`>>*A)X2CD^N75\/'N3BL1;S?2NW M'R/+3%K:LNF;=;F6NR0PPE.SP.,GZDUMJP0Y<>X0F)D1Y#T=]`<:<0.7#M[45O;U!:F2Y<(390\RA M.5/-9SR\5)R>7>"?`5S&00<'K77_`!`U/-MTMBWVZ28A:0B9+>V!2G6RO8EA MD8)4ZM7+D.7?U%5/4G#;3'$93L^Q/?5'!_M,<=JT1X[AT^.*J?.KN&S"_#[HO5=&5;\'5=ODM_4>C$AF2V M'&'4.H/XFU!0^E9*1C$E^,O>P\XTK]Y"BD_2MU&UE?(_+TSM1X.H"OKUKLU9 M[6_[(M?\WG.LRJ:Y)>1LT=.E+=KB)<4X[6+%7[@I/YUF_6-*_P"CV/XU5:6< M85^[\%=Y;>O;\C"("NO/WUX[%K_A-_P"E\KB+-.-D",/>I1_.HR^(%W4,);B MH/B&R?YFHRSC"=W]B2R[$?YC+#:$]$)'N2!7K)QG)Q2E>UC?7@1Z<4#_`*M" M4_E41M5ZOC_8L^G3G5=&V][A/P&:KSSRIHG_6OM@X':SO)2N1$;M;"OQS%X5CR0,JS M[\5=8?##2.CGIIU`U+O,N(F.M+06&VW`ZK8E6W(PD+!22I1'>15&W.KY[H)+ M\EJO+*H\S;%Q"N&L-9R_0['#>43R*8B,!/\`>!D6`6YVM[NGM' M`I2($9SUW2E)6I.\\U'`)PD=W6K$+]=$.2+9;6_NR%*4E$2VPT(;>9<9<2B5 M'0L>J%E`*TGO"L@BKO:K*]J'1";=J5J2M1=<[%R1A$E*`M78N$I]ET)VG(YY MZ]2*YEMUEKULDV7X50K6D%H4E^\1+9)C6G2MF:M[3?9S;>Y'=(],<[/M`R\` M,?M6NT"0I15E()`RFI\30MSOTS-U4H6[L4[9;RPJ0_M67(RUMJ20'&PM;:]^ M0H$\JO=GTI:;*B&IF*V[+B141$3'4)+RFT#`!4`/I6[K43(5IMJ+1:V(+;SS MR6@?VCRMRU$DDDGIU)Y``#H``*FT44`4444`4444`4444`4444!@D0HTM;*W MX[3JV%]HRI:`HMKP1N3GH<$C(\:5LOA[;:RJ>W%2E4PI=2PM2"R0H_M%`A+`R^MYJ*XE:GFWA^W6H(+;O M:I2@$D(3O]8I3@$T`G9^@>%,AY:$72\VIQ*E)*'&EE*2E02H94V?940#ZW+/ M/%13P6TNIUUMS67H"A)%FCY#2G)>ME M,H$QV&DJCMI#JD$`J3A:L)R1S5CJ.F16P_5]PUMH=5(GZCN*F'GF74L1]H"F M0"[^`TN)4AQ4A:"_+>VE8`'I"5)<3R'L^L<=^:`5BH'#[3L=J2SHAQ\MOJ1*3<7 M2MQI"4MK*PC*PH;'4KSR2!R)!(!FP9]]MT9Z!;A%5>&TS8"T0&-A0II:7&SL MSLW*:#I22D9]4=QIE*T/IMTA4FU1Y2MR5$R!VF2EM+8Y'E[*$@CH<`]:WR&6 MVR2AM*2K&<`#..0H!3Q]-:BU#)%S<=E%3':?=LFX@M.-J:>2ME:VP!@K07&U M':"4I&1SI@772UNO4U4F:E:NTA.P76P<)=:<*20>_(*<@C&,FMW10$>+!C0^ MT]'90A3J@MQ0'K.*VA.Y1ZDX2!D\^52***`****`****`****`****`****` &****`__9 ` end GRAPHIC 7 g887603.jpg G887603.JPG begin 644 g887603.jpg M_]C_X``02D9)1@`!`0$!L`&P``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`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`Y#SJ:HB( MB(B(5SNMR:1\*_??%1^C5)$1$1$1$/(5#;1IZ_6E^I9HI[>*BZU#JJG=WY$+ MRT-`<,=\!@'Q;U2O&@H:_1\=NI(J2DNL/!20U@!/!3,<'<(#C))(.>?)5Q4: M=NMRU-;[G<&VV2GBH9J*I@!>1*)=DO(R,8[SD/.=ZMH-!S'3MQTO67`S61VR M;<_?VQ28(7`P57OVG;YJ?3/<*Y5%#$))(G35D&V2\,>U^1&1 MAI.S_B(&?&O57I^]-U]+J2ADMY8^W-H!#.YX.!(7[60.,YR01N M._VJ0(B(B(B(5SNMR:1\*_??%1^C5)$1$1$6%U5>*JP:>J;G1T3:V2`!W:YD M+"\$@8:0#OR1XE:5>LZ*#0G&F"-T\+Z83Q0M/?/<1N9[#G(/-@\RO*"^<+I. M"^UT3(&R4K:HQQ/,F&N:'``D#)W@F]0G4NF8KG3TX@JG;<6Q0S&WTDC9&%Y9%4.VQWA<,`L&=^& M_CGV+%LU1>CJJ#3LEJH65'!A9C8WG:/+GDW^Q?-,ZX.H8[C2243:*\T6T[M624EDL8) M#9&/V02PD$9QD'Q\MS@;0&YN2 M3@2P.:6C8+2,@D.)!SOP5ED1$1$0KG=;DTC MX5^^^*C]&J2(B(B(L%J\3.T[,V"GGJ)3)$6QP,+W'$C7$X]@!*ALVEKI24^I MZ-D+Y+.V.HJK3#&TEYFJ8W!S-D<@8XOQ_P#5]BRM%!755GTK9'TM?21Q4L4E M5*8-S)(FM#8W9!'AC:YN\&_>%YM%+7Z7US>(>UZVJM%S8VN-0R#(BJO!>,-' M\S0UV0.4>U1JU:;O-+IJV72*W5UT;7$M$K0X%I'C MR.59+4MB?JW6]N?-0W6FH7VI\9JF1N8ZGG=(Q[,X/*"W?G+<\J\7BIU+>>QU M?[!<[-5R7=D3H(:F&G(BKAM`"1H_D)&\@X'-S"06Q])!64#Z6PW5E9L"G,DL M+V1QM<&EY<7'&!L#DWYP/&J,L-6.S)!<>T*LT+;.ZB-0(26"4S!X&>;`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`M9U(41$1$1$1$1$1$1$1$1$1%'M1?WWI;[S?_M9U M(41$1$1$1$1$1$1$1$1$16%ZO-'I^TSW2X/>RD@P97M87EH)`S@;\#.]1ROO MUIO5;I>MMMQI:JF%R>7212@AO_"S\O-^*RELUE8;U>YK3:[A'6U,$9EF-/W\ M<8R!O>.]SD\@)Y"L\B(B(B(B(B(B(B(B(B(BL[K;H+O:*RVU(S#50OA>,>)P M(/ZKABY451:;I5VZHRV>FF?#(.3OFD@KI+_H\Z?[GZ-J;S*S$MRGPPD?^RCR MT?\`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`,DK!VK4K[F+;,;;-%27&$ST]1PC7`-P'`/QX)+3D< MHW'?G8C&%E-3W]NF=/U-XEI9:B&F;MRL MB[D:T9`SOR3@`JE=- M5R6>EKY*NTU&U149K7\'(TLDC:3M;#CC+AC)!`Y0K*IUX^ET]-?9;'6-H8:. M.L>_A8\EKQD-:,[W`8)\6_E*S5)>Y'NE-;0R4<,=,*GAWR-]QLDG\%;V_6T4]GO%UK:2:AI;74OI)C(YKR^5C@TM M:&DYR2`.59-$1$1"N=UN32/A7[[XJ/T:I(B(B(K:XS=K6VJGX$S\' M$Y_!`;WX!.R/MY%K:U6YM)J"DH=*5M9W!NE/4&LH)6.++>2P[#V;0S$2XXX, M^W=NW9C1]UCT]HJCM5U@F@N-LA[7DI61.>^8LR`Z(`=^'``@CGWXP5%X[75V M*UZ$I:^"1E5'>)*^JBC8Y[:9DG"NPXM!``+P#[[!>` M';SR@KUV.)FBKU:'LECX>^3U47"1.9MQ%K`'C(&1D%1BEME=<](ZEBHJ69]7 M!JB2Z14SXW,-3$V9KQL[0`.T`<K7/)-'+$REDI:MC2'PS1M=B1CN0D$C.#X\ M'E63T,V\MH[F;]`R*X&O(D='X$P;%&T2,]CMG/LWCQ*4HB(B(5SNMR:1\*_? M?%1^C5)$1$1$1,(F$3"(B83"81$1$1$0KG=;DTCX5^^^*C]&J2(B(B(B(B(B M(B(B(B(B(A7.ZW)I'PK]]\5'Z-4D1$1$1$1$1$1$1$1$1$1"N=UMV"S:EMM9 M<76VOM/:U75OJ6MJ:61SVEP&02V0`\G,J_!:T\^L'NYS=:G!:T\^L'NYS=:G!:T\^L'NYS=:G!:T\^L'NYS= M:G!:T\^L'N:^I-.UPI)AL$1ODR?X MF_P,?BK[@M:>?6#W.;K4X+6GGU@]SFZU."UIY]8/?6#W.;K4X+6 MGGU@]SFZU."UIY]8/?6#W.;K4X+6GGU@]SFZU."UIY]8/?6#W.;K4X+6GGU@]SFZU."UIY]8/?6#W.;K4X+6GGU@]SFZU M.!UIY]8?;_\`:SJ0HB(B(B(B(B(B(B(B(B(BPFK[ M;57;2=SHZ&>:GK'0.=3RPO+'-E;WS,$;QO`'XKF"'LSZOB91-JYJ>LFH)S-# M+40]^'&-\>';)&UN>>7?D#>MK=A&Y:@U947;4M^N-14M:124T9.S&T^$\M8, M-'\@SC/*MR(B(B(B(B(B(B(B(B(B(BXT[*VG^+G9&NM*QFS3S2=M0`S9G,(FGY^$?WQ!^S('X*6(B(B(B(B(BCLNLJ!E M94TT5%=JEU-*89'TUOED8'C&0'`8/*%\XY4WHB_]$S?"G'*F]$7_`*)F^%.. M5-Z(O_1,WPIQRIO1%_Z)F^%..5-Z(O\`T3-\*<B+_P!$ MS?"G'*F]$7_HF;X4XY4WHB_]$S?"G'*F]$7_`*)F^%..5-Z(O_1,WPIQRIO1 M%_Z)F^%..5-Z(O\`T3-\*<#OW@C=_B6QN.--Z(O\`T3-\*^\B+_T3-\*< MB+_T3-\*<I MG[ITX92@.J,OP8FGD+AR@'G.Y?:34MEKSBEN5/,[@>'#6/R71_XVCEU[L;$>2-H\PR#O/,J#]76".&2:2ZT[ M(HXVRO>YQ`#" M[;4PU,L57&X4O_:&[PZ+=GOFG>-V_>$AOMJJ+.;O!7T\MN#2\U,;PYF`<$Y' M-XU=4M5!6TL=332"2&5NTQ[>1PYPJR(B(B%<[K=33ST4ZB\]@&\MKP6W6@:* M*O83O$TG#L!F'/+G./A'/(,``< M^5;Z-T_67*WZ&O=7/!%!:K4T4\40<7R.EA:TE[CC``'@@'?XU>=BR1D6AGR2 M.#6-KJTN,-,8)']0%:6PGZ2-.BLQP'%K_@-KDX;:;PNS_\6QL_AE9" MY%WTP6$47]IW-J>Z&SY':;P6U_GVL?YE$>UJG16DFWBBCDEL%TMW_6=.QI<: M6=T>!4,'^$G`>/\`,MMVP$6ND!Y1"P?^4*Z1$1$0KG=;DTCX5^^^*C]&J2(B M(B(K.FM=#15E35T],R.HJG!T\C1OD(W`GG.-RQT^CM.U1J3/:*63MI_"5`>S M(F=SO'\Q^U9":TT%1:^YDU,R2B+=@PNR6EO,><>Q*2U4-!;A;J2F9#2!I:(8 M\AK0?$.8?8K!FCM/1TAI&6FF;2N)+H`TAARSD7QUAM3[?!0NH8C34Y!@9C^R(Y"P\K2/ M80O=-9K?1LJ&P4S&&I_MG[]N3=COG'OCNWD1$1$*YW6Y-(^%?OOBH_1JDB(B(B*"=E, MF*R6R=CYV/%UI8R87N:YS'R`.;WIW@C=A8FZT5RBL>O*H-KJ2SLHC-;&3S.: M]D[(GE\D8SM,;G9P#C>"[#5&MU98:>RSU4+Z2B;+>63O>ULL;XAP>&//? MNV]^VT8&\$[\+*Z9`U7<]1UUU+YF4MSEM]+3.<>#ACB`!<&C^9Q))<=^,`8" MCEPU)=;5'>]-4U;,."O5';J6N>[;D@AJ6AQ[XYR6#:`)R=[Y[97.=,T'OFR$GOPX9Y<[]Z@ND&QSZ>NHJK?IZJ^4U=5:=FHF4[*ZE>XOMSV[6V]S6G(VLM/" M#>-G"\ZAJW6NN@NERAJ[KIB6VQPBMHWN+J-V\NF+&G.'-+3MMWMV?ZJ]L+]= MZ!;35TU525-%4N?*V9P;4B.)AC>X`X/*3R>-6]'7UVD+S75M5/-4:5K+A+33 MB1Y>;=)M;+7@DD\$[D/^$X*^PU$KVZ3T[3U-1!3W:IK)JJ>.=W"/CA+B(VOR M2-KO1D$'9&XJ07"2UV75E@HX65]//4OE$,5.,PU.(SM!XVL9:,.R1G=X\J8H MB(B(A7.ZW)I'PK]]\5'Z-4D1$1$18'5.FAJ>DI:9]=+2LIZB.I!B8UQ<]ARW M.T#NS_57-\L[KYI^JM,E6^%E7"Z":6-C2XM$`R"UV``<'!P,C.]4#H>TRV"NM529Z@U\QJ*FJ>_$SYL@B0.`&R6[+=D` M8``&%=4=GN1R<(6^%^&R#XUC+5HVMLE+44]OU%51, MGJ):EVU30N(DD.TXC+>?D"N)=+51IZVFBOE4*>L@;#*V2-LA&&!CGM)Y'.'+ MD$9WX1FDY*.GDI+9=9J6B?21T@@=&V41M8S8#FD\CBW`.,?:K`:(ML5AMEKII:BG-J?PE!4L<#+`[?XR,.&"6D$$$W9Q2!$1$1$*YW6Y-(^%?OOBH_1JDB( MB(B(B(B(B(B(B(B(B(5SNMGV?4-!8ZV^4UP%9%*ZZ32M#:&=XC:GJTX]6'RM;T;4]6G'JP^5K>C:GJTX]6'RM;T;4]6G'JP^5K> MC:GJTX]6'RM;T;4]6G'JP^5K>C:GJTX]6'RM;T;4]6G'JP^5K>C:GJTX]6'R MM;T;4]6G'JP^5K>C:GJTX]6'RM;T;4]6G'JP^5K>C:GJTX]6'RM;T;4]6O#] M?Z=C\X!/X+WQZL/E:WHVIZM./5A\K6]&U/5I MQZL/E:WHVIZM./5A\K6]&U/5IQZL/E:WHVIZM./5A\K6]&U/5IQZL/E:WHVI MZM./5A\K6]&U/5IQZL/E:WHVIZM./5A\K6]&U/5IQZL/E:WHVIZM./5A\K6] M&U/5IQZL/E:WHVIZM./5A\K6]&U/5KYQYL/E:WHVIZM:7X27S&X^X3?`NC,) MA,)A,)A,)A,)A,)A,)A,*/:B_OO2WWF__:SJ0X3"83"83"83"83"83"83"83 M"(B(B(B(B(BCVHO[[TM]YO\`]K.I"B(B(B(B(B(B(B(B(B(B+#ZINU38=,U] MVI*,5DM'%PQ@+]G;8TY=@X.#LY/)XEJ^;LV:2O$UAK)9*FB?15KIIX98BXAO M:\KL3B+8?)5O253UB<1;#Y*MZ2J>L3B+8?)5O253UB<1;#Y*MZ2J>L3B M+8?)5O253UB<1;#Y*MZ2J>L3B+8?)5O253UB<1;#Y*MZ2J>L3B+8?)5O253U MB<1;#Y*MZ2J>L3B+8?)5O253UB<1;#Y*MZ2J>L5.3L?:;E?&^2DJGOB=M1N= M<*@ECL8R#PFXX)&0JG$6P^2K>DJGK$XBV'R5;TE4]8G$6P^2K>DJGK$XBV'R M5;TE4]8G$6P^2K>DJGK$XBV'R5;TE4]8G$6P^2K>DJGK$XBV'R5;TE4]8G$6 MP^2K>DJGK$XBV'R5;TE4]8G$6P^2K>DJGK$XBV'R5;TE4]8G$6P^2K>DJGK$ MXBV'R5;TE4]8OG$:P^2K>DJGK%I?@Y?/KC[_`#?&MT:1\*_??%1^C5)$1$1$ M1$1$1$1$1$1$1$0KG=;DTCX5^^^*C]&J2(B(B(B(B(B(B(B(B(B(A7.ZW)I' MPK]]\5'Z-4D18K45QJ+=9Y7T,;9;A+_!HXG'`?,[-4]`WBZZFT3'=*ZIA;5U+YF-,4 M&RV/8DOB.G[E2/I*JVFIIW/AVVE^V&@DY!QOR6[CD8R%:07+4-7JZ^ M6**Y4[>T:*":"5U*.^DD#O"&?!RT&#L;MU'9(XYJFJI3/31R;PW9;M/+O\`E`<#[<#QK.U= MRJ[?I=E1EE5'L(@C<``\L:7/<1_RM/XD#QJWN>MH(=%4-^MT3 M:F2Y&"*AA<[9#Y92`UKCX@"3G_E*KUL]VM--2R3WB@DJ'S1\-'.QL+',VAPG M!Y=D$-)(R7]/6&TW>FFIKA"9B^J#8<<+2AKI"]F_B%K96LEDA:'EYD+"W M)=@C=GDSO2^7K4-%8J2NLE50W662NV(X^"PVIBP3LAP=AKN]<`=X.[$$@9@#:\'?GG]JF%O%6+?3BO,;JL1M$QC&&E^-Y`\0RKE"N=UN32/ MA7[[XJ/T:I(BC]9;:NY:HADJ82VVTT#C!)%4N8_AG;G$AN#C9W#?XW;N11>? M0594'55D;LQ6&\.;4T\IF+Y*>J`!<_9.\M+VM=RYR#SJ3V^JU.^&*FKK9215 M+0&RU;*G;B=CENH:*BBN%JJ*J2IIG"H$0 M`[?X*J&S5MWUC;[Y<(F4U-:XI6TE/MA\CY9`&N>\C<`&C``)Y221R+'::M>H M=)6B2PTU!35D$5SPY^QS-=@''B. M>=>;9:+K3=D6\7B:EA%!74\,$;FSY>W@MK>6XY#MMJJ*F90T[)Y&5 MD$S@^4,`:R1KSOP=_>X`40K.Q_70V;5-%12LECN#9H[9`]^RRE;/ATN3CD+] M^[.X#G4@[F7"ONMK;74O!4%)3%V8JLM>*@C9SWN"6ANT`<_S'.2TW>';8V2J.VRJ+"U[M^>]=N).2*&]4<3(N$: M[(?'NX2%Y'A,."1S'!YUE1:ZJNU/55=?"Z.EAA;#1/@JWM=@G,A<&D8)(;S[ MF#G45AT'YBYV.8R&0P/#]L,>W_#M;7C)PX^-9?45HN^K*&V MT<]O@HW05T%5/*^<2,`C=M$,P,NSR;PWVJC3V>]T&N=17EEJI:JEN;*9D375 M0:YO!-+22"TC?GG\2OY*"[5AL[:FUTC*>&HEX:G9/EL4!B?$UHW=^<.R1N`Y M-ZCKM!7:ATHVV4\K*Z>*X0.@=++L".C@FVXX\X._&1]I]BRU7:;TSLCRZB@M ME/44CK6RA$JAM"3:Z6GCI[BV8015`.S$&NR42.K:3^5\Q9LME:/$[&0[GW'E"\2V>['LI M17]M+$;>RV&@+N'P_)D#]O9QR#&.7*EZ(5SNMR:1\*_??%1^C5)$1$1$1$1$ M1$1$1$1$1$0KG=;DTCX5^^^*C]&J2(B(B(B(B(B(B(B(B(B(A7.ZW)I'PK]] M\5'Z-4D1$1$1$1$1$1$1$1$1$1?"N>%N:71M`^LJ:F*MNU,ZIE,TC*:X2QL+ MSC)#0<#D"^<3:;TO?^EIOB3B;3>E[_TM-\2<3:;TO?\`I:;XDXFTWI>_]+3? M$G$VF]+W_I:;XDXFTWI>_P#2TWQ)Q-IO2]_Z6F^).)M-Z7O_`$M-\2<3:;TO M?^EIOB3B;3>E[_TM-\2<3:;TO?\`I:;XDXFTWI>_]+3?$G$VF]+W_I:;XDXF MTWI>_P#2TWQ+$7C3HH[G8H(;S?1'65KH9@;I,E[_TM-\2<3:;TO?\`I:;XDXFT MWI>_]+3?$G$VF]+W_I:;XDXFTWI>_P#2TWQ)Q-IO2]_Z6F^).)M-Z7O_`$M- M\2<3:;TO?^EIOB3B;3>E[_TM-\2<3:;TO?\`I:;XDXFTWI>_]+3?$G$VF]+W M_I:;XEB_HITU_P!Y=(2_$INB(B(B(B(B*/:B_OO2WWF__:SJ0HB(B(B(B(B( MB(B(B(B(BMJ^X4=KHWUE?4Q4U,P@/EE=LM;D@#).X;R%A+[-'/=M*2PR-DC? M2QG*<^U MQ/\`X5NI$1$1$1$1$1$1$1$1$1$7)G9LTT^U=DR=]/$3'=0VIB:T1XW\KC^+B2LRB(B(B(B(B**07G4MRK+BVV MT%I[6I*M],UU352->XM`R2&QD#EYU7X76GF-@]\FZI.%UIYC8/?)NJ3A=:>8 MV#WR;JDX76GF-@]\FZI.%UIYC8/?)NJ3A=:>8V#WR;JDX76GF-@]\FZI.%UI MYC8/?)NJ3A=:>8V#WR;JDX76GF-@]\FZI.%UIYC8/?)NJ3A=:>8V#WR;JDX7 M6GF-@]\FZI.%UIYC8/?)NJ4:U+I'4FI;U8;E5T-BX2TU)G8!53$/&`=D_P`+ MDVFM/X*2\+K3S&P>^3=4G"ZT\QL'ODW5)PNM/,;![Y-U2<+K3S&P>^3=4G"Z MT\QL'ODW5)PNM/,;![Y-U2<+K3S&P>^3=4G"ZT\QL'ODW5)PNM/,;![Y-U2< M+K3S&P>^3=4G"ZT\QL'ODW5)PNM/,;![Y-U2<+K3S&P>^3=4G"ZT\QL'ODW5 M)PVM/,;#[Y-U2A7TIW_T);??).K4UTCX5^^^*C]&J2(B(B*E4U,-'2S551(( MX(6.DD>>1K0,D_T"CEMOE[O%A[N4ENIF4\T1FI*2:1PEE9C+"YP[UA<,'&'8 MR,E*/4E;>;O4VZV4L<7:,R/N-7304W_$2PMCB>Y_]F\L))('*1N5K;-1WBYZ MEO\`9VTU#%W)DB892]YX02,VP<8W8&X\JK5FIJRE?:;8RC@EO5RX0LC;*>!C MC9X4KG8SLX+<#&27`;MY5>KKM24];34D-OHZD3#+JK;>QD>",AS<$YP7W7@:"B(MMT-OD:)7[3PW9VI!NW8#LX]G*J%'K^6*TZDN=VI(8 MH++6OH0RF>Y[YY!L@8!`QM%[0!SK(7/4%XT_9Q>;M0TIHX\.K(:9[G24S"0" MX$C$FSG>`&[LD9Y#;NUQVEK86.Y4S(J*I$8HKA&\ECY'@EL3\CO7$`XWX/VK M[<]7U=HI;E/5PT;(X+C%;X9#(X,!DV#PDI([UH$@SCFY1G=G[94W&:HJHJZ" M$,C+#!/"XELS2,YP?!(.1C)\1SO621$1$0KG=;DTCX5^^^*C]&J2(B(B*QO5 MM9>;%<+7(\L964TE.YPY6A[2W/\`JHYIJX7:V6"BLUQL5:;A1P,I]N$-=!-L MC9#VR9P`0`2'8(YBOEIHJ[36I;W--1RST%VF96,EIAPAAEV`U['-\+'>@AP& M/$<+!WJP7>OMFM;J;=/VW>J1E#0T32TR-C8QP#GG.`7.<3C.X8\>Y2F@N=92 MVRV4C;-7ND;'&R9SF!K8@U@VCG.\[L`#.21XMZP>B7W33NCY*6IL-Q=6BIJ9 MF0-:SO@^5SF]]M;(W$9W[E:4=LECUIJNNNVFJNJIKBZF$#XXF/!#(=A_*X$# M/)GE"O:F@ND5XL6J**SU'!T<$U#/;B]G#BG)&P\;]DN!8"6YR0>?7-MU5!`UI)?4LV'./,&@:6OH:K4_;UNJJ45MWFK8#*UN'QN M#`.0G![T[BH_%I2[72P:RMYI):.JJ[VZYT#Z@`,D`=&Y@."<9,9!SO&#:'+RXSNS=:%LM39*V\T].RK@T^9(S;:>J<2Z([)X79!.TUF<8!YC M^,S1$1$0KG=;DTCX5^^^*C]&J2(B(B(B(F$W+'6N]V^]1U;[?.V<4M0^FEV? M%(SP@K:S:HM=^;7"@DD?-02F&IIWQEDL;QXBT[]_B/(59NUS:HX;;*Z&O#;E M*8:3_A79D?OW8\7(3OQN"R-#J"@K;@^WATD%>**OKI!2T MG"/V1PCO'_E&7?@HA0M&A^R#3T\L=/26N_TXB8QDY>&54+0`22UN"]FX\[F\ MN]>3::D\+JO36Q+=Z.X5<=13L>-FOI^'>3$X_P"(#>P^([N0JQJ:N$V?L932 M.$/"7)DFS*0US08Y.7VC(!]JD%\DBOFNM,0VE[9IK9425-940G:;3Q&,MX-S MAN!>2.]Y<#.,*=>)$1$1$1$0KG=;BTI(R(:@?(]K&-N]02YQP!X*S\=;2S2< M''4PO?\`X6O!/]`DM;2PO+):F%CAOPZ0`_ZKX*^D+-L54!9G9VN$&,\W*J@G MA,'#B5ABQG;VALX^U4VUU(X@-J822=D`2`Y/-RKW)4P0O:R6:-CG^"'.`)^Q M>)ZZDI9&,J*J&)[_``6R2!I=]F>5>Y:J"#'#31QYSC;>&Y_JODE73Q!ADGB8 M'[VESP-K[.=4S/.#O7USK?5S"-YIII!D!I+7$<^ MY>Z7M,&1E+P`P>_;%L[C[YCZF%K MF\H=(`0OC*^CD>&,JH'./(&R`D_ZJHRHADB,K)6.C&\O:X$?U5+NC18![;I\ M'D_BMW_ZKU%5TU0XMAGBD<-Y#'@D?T7/RV_IF-DT.HHY6->QUUJ0YKAD$8;R MA1?L?6.TW+L+6L5T$,?_``\K^V6@,DB(>\\(UXWM<,9R#XEA[=5UUYNW8QN5 M?20U-QJ;?6F4S8;PH#&[+B<'E'?F@X.-L/`L9P>R`W!`W8Y%J73EAH+SV&K)0SPAC:B[. M:98@&R,/;+P'-<.1P`&_V8Y%G;7<:J74=CTYJ6.*6^VVI>]E08QBL@X"4-G9 MGD.0`X>)WVJ_[',$-XTU5W2Z01SW&X5E2VM$[0X@-ECMFL&45$^8;>*<3-PW)Y0,EGV#"V;J:EIYYK"V2"*38N<>P' M,!V<,?R">4_JKG4FEA<*^P, MM3H[9=:*CJ)J.:,;HI&F+^&[GC.VYI;S%8SC3-71:AO$%`VEU%;+&^.IIRP. M?3SM<\\OC:9ZR9C-GA)3R_@-S1[`%`NV(M(]D>NO3W""TW2L-!6GD9%*V".2&3`Y\ MR-)YR%=Z2B>_LE7RXUC2*FJME)4;,@WP-<^7#!S88UN?:"K&KN\E!JVUZR>^ MK%#63&VU#'PR-CCI7D""3)&SX8VB<\DOL61U58JVLUJ+M8GL@OE!0-EASN94 MCA'!T,G.'`8!\1P5=:1OUMN]POM^9"*4MA@%6V1F)('L:_A&/W9RW'Z%8BWW M&IM&O*"[U9JV4VI6]K5,<\+V-IYQEU.T%S0/`RPXY79/C67T8UMVO>J;K<(Q M+<(+I+0Q"3?P$$8;L-:#X(=G:..4GQX41U54T5?V+M=LI[2VC;27`QR-=()& M]L!T6V6#`V6XP?M)Y%LBEI'ON=*ZHLM%3Q11N>R>.0.<'D!NSX(P"USOZ*"Z M?N3=$WNXQO8>YUY=5U5)&-P[;BF>QT30.3;;P9`YP58RVQM/HWLHMJ]BHJQ( MYTLSV@DO--&\X/,'...;-D\Q+L[N7G;#7QTT3*D6N&+A&M`):YC M'$''+O:"M-K<&EX^&CU#'MO9MW:H;M,."-S>0KU2:$LM)9X;.T53[7%N;1R5 M+W1D9SAPSWPR3N.1[%8)3RLVF[+@/81XOLYEB+AI02&KEM%RJ[/45 MC^$J'4NR6RNQ@N+7`@.(`RYNRX\ZJ1Z5M\FE^+U=2TLM!L[/!0QNB;N.01WQ M=M;7?;6CJ8JB6KKJV6$$0NJZ@R<'D8)`W#.-VT7Y\(D@')Y@KP6JB;ULD%N2 MW?@$`_@LE#%P,#(MM[]D`;3SEQ]I/C*Q$FE+7415T-6R6JBK:EE5+'/(7MX1 MI:6EH_E\%NX;MR\U6D[?5W"X5LDE6)KA3BEJ"RHJUP MTY0733CK#6-EEH7QMB>TO(JDE93BF_BS%X+`< MC.>4Y/+RJE7:6M=='<&.B?%W1G:'4%LCM] MPX9\+)&2@LE+';;#EIVAOSG?N7AVFZ05[J^GFJJ6LDC;'/-#+@SAHPTO!!:Y MP\3L9]N%:U&A[)4V*LLTD,W:E=,:BKQ,X/GD)!+G.SDDEH_H%<0Z9IHZF"9] M;S:P0"6G<<9R,^/!2GTK:X8*2)\W[%0ET7:IJ>\02.JW17AVU6M[8=_$.`W_+WH`W8W!>X-)4<':S>W+G M)#3N8YD,E:]S.]\$$9W@8&X\P60M]HIK=2S4T;I98II'RO$[]O+GDEW+XB23 MCVJWGTU;9M-'3XCDBMIAX`Q12%O\/&-C/+C&[[%=VNVPVBVP4%.Z5T$#0R,2 MO+RUHW`9._`"T&I*[LE\5+_J"V=R>VL7.63A.V=CP@TXQL']55^G'ZN_G?EI M]./U=_._+3Z GRAPHIC 8 g909259.jpg G909259.JPG begin 644 g909259.jpg M_]C_X``02D9)1@`!`0$!KP&O``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#!KW8`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`..7"T+#J"HO,5FG;(7RJU-9J6SUET=<('TE'&9)GQR!VR,9`W>4^3GROE->16W.DC MI9J*2DFI73G$^9LY:!A@R"W>03G<3:._ MDSY>1?*2^6FOJC2T=SHZBH$8E,4,[7NV#R.P#R?.M]5FR^.VI_\`A/PBK,57 M-"^*L7TJK_,R*QJIV_4]SN.H;]:64%%$;1)$U\KZEQ$@D9M@XV-V!RJ:I[O" M&TT-?+2TM?,`.YQ.'>$<[FG<3G!QNWK8=8:6.J%(SA'Q/E,>TWYB`=^_F6JS4]3!J&T6FX4,;3=89 M)():>8O#"QHV0$-<0"`?GP1N^<+TZZV]M`RN-;3]RR8V)N$&P M[/)@^51VEK\_4%'6SOCA9W/734K3#)MM>&.P'`X'+RJ=5;L/C5JKZ53_`):- M60JM:`\2K?\`[S\1ZLJ(B(B(B'D5L!KJ9MQ9;S,WNI\1 MF$7EV`0TN_AEP"V$15NU^/NH?HM%_P"9615[1G]B5'I*N_-2J5NLU536NIGH MZ;NFHCC+F09P9"/[H/.>1#@=4DMX,,9D MX)&V'%O@X/E5@JZ2INM[H;O!;:FC[DME3!/')&&N>9`S9A&_PL%I.1X/)@[U M!4>G[U)06:D915%)4LTG/;'SN``@J'",-!(.>5CCD9\G.LMTI*Z^:#K(&:1J M*.Z,H(J+$C8]MQ:]IV(R'',8()R2!R8&>21JZ>YQWK6$T-CDK&W"V0NI63!O M`S.9'(TQ/W\I+@,>7G"C76F[UM/JYC:"N)N6GXH:9T\;(MN5K)FEFR#X!R]N M`?7Y3N5UMNEXN-))34-51&;3E50B>9H:8)I#'L;6"2/B..[DW>5;+*"HN-3I MNH?:)J5UJIYFU<;V#&RZ'@S"SR/!=LNW;L,'(5&Z:LEPH':"$MIFA=;Z"HIZ MUVPT<$YS6``D'>"6D[L\ZZ8JS9?';4__``GX15F*KFA?%6+Z55_F9%8USJWZ M;-PUOK%UUM54VAN9@%-4$[+7-9#L/Y'9!SR9"^/M58S45WHKC8*ZY0UM='64 M=5'4[%.T-;'@2C;&R6%F1X)SY$H+7617VLH+II^MK'F[NN%)7MJ<4P:7[37. M&WX+V#P=G9.<#R%;FL;%>JC0=^H&5M5>*JMAX.GA,,4>P<\[0W=\YYE@;9:K MC'8ZZR6B6WNIXRRXSR;,;9H=@XAV'NU541,>6Y,;W[33X).,JS*MV'QJU5]*I_R MT:LA5:T!XE6__>?B/5E11%7J2WT>I:"PS2$5E;&^2(8\'P=^"><@.('_`+2I M8O:W&7`9.!GRIM-VMG(VB,X\J^![2XM#@2.49Y%ZR%\VAG&=ZP4E?35W#]S3 M-DX"5T,FS_=>W&6_Q&5L(>15S2O]>U+Z7?\`@PJP2_N7_P"$_0K@U]\8KI],F_G-X\G(HZH:RHM6LZ:&(O@J+#3RTC*6FD9& MZ4-E;^SW9<[/!C/*<#=NW;]^9:;-3Z>F;`P4-49Y:JF?%(63O=`UNV_#7$/! MP-X\I\H4;3"W4\%IHJZMJZW3\MH[ECKJ.G,['5>VX3!PV'.:]W@X.`?!(5DI M:2"F^$6RRU%)4$R6,PQ35,.W*9&R,(VW@8#PW)))YUT!$5;M?C[J'Z+1?^96 M15[1G]B5'I*N_-2JPHB+YN7U:!N](V^QV8\(*N2G=4M'!G9+&N:T^%R9RX;O MG6^B(JS9?';4_P#PGX15F*KFA?%6+Z55_F9%8T5?J-9V:EK:^DE?5":WQB6J M`HY7"*,YP\D-P6[B9;VY?=R\12QSPLEB>V2-XRUS3D$?B/5E7B:5D$$DTAPQC2YQ`)P!\PY5 MS.\VZXWK1U1J2DECBKV5`NU+$^F>)F/BW,A)VN4L!81L\KBODUUM]\O$SM06 MVO?0W.WP-MT8II2Z.3+C-%X(S'*';&\XW`;\!9J%T55=[A0W"AJ^,T%RFJ:* M4Q2;/!X(A?PH\'@PQP:6DXR#N).];:45<.D7TD$D5ZIY0R[!["'['!.$XF/] MX%^R1G.3@A1VGI-B31]`ZFJA5VVYUL-9_DTF(6N;/LASL8V3EA&_')S+#04% M-2"T5T-)*RLBU34,X;@W[;:5SY=Q)&>#+2SYMX5MT#!3TD^HJ9E)W/.R[U+G M#@"S]FYV68.`""-XPKHAY%7-*_U[4OI=_P"#"K!+^Y?_`(3]RA-$>(>G_1T' M\@4W++'!$^65[8XV-+GO<RH`:QM)QX50,W$6S?`X8GW;CNW#>-YW*?1:3[I3BIH86"68 M5NUP4L,9?&`UNUESAN:".0GE*W41#R%<&OOC%=/IDW\[EU72/QK]Z8J/N:K( MM5MRH77%UN;5P&M:SA#3[8X0,SC:V>7&=V4GN5%35D%'/5P1U50"887/`?(! MREK>4XR,K:6K77&BMD3):VIC@9)(V)CI'8VGN.&M'SDK3N%ACKKC#<(ZVLHZ MJ*-T.W3R-P]A(.RYKFN'*,YQGYUNT5%!;Z9L$((;M%Q(YV-.^-Q:'`'ZB"ME$5;M?C[J'Z+1?^9615[1G]B5'I*N M_-2JPHBU;G4LH[55U4DCXXX87R.?&W:HTL*\QS3F?]LUS1PC& MDG!V7..!N.SR*9#6MU M#5TE3$^J)>8@:C9;(""Z,D9`MI,(B(B+YRA5W2O]>U+ MZ7?^#"K!+^Y?_A/W*$T1XAZ?]'0?R!:'PFT-;P7X+"S9=MAN[!.>5-.U M])J"SPU-1>ZKOTZFJ8[A;XZD@AYSM!\8WQAA&&D;/+RG._5T[<>Y[=\&\5!7 MN>VHHY&30]U%S))&TH(:03Y'8W>3*VJ&OK*JU:3NE-75+[K5U;(+E3F5V'`M M=P[3'G#.#()!`!&SCR[]&RU\\;-,7%][K9II[Y64$PFK"]DD(-1L@LSLDC8C MP<9W_.%-Z%KJMUQ=1UTSZN1]&VHAN$-4Z6"KC+]SRQV^*3>`1R'&[<,"^GD* MX-??&*Z?3)OYW+JND?C7[TQ4?KC7R5\M M3/0.%,R&.,![:QOQ2,;W;AO.-WD4QQIJW6VT3PW';?>+D:5PG#8A1$->XP9V M"0_+0S+@3G>/(O%Y-X;!8*>MNS3.W4+(7.I'-),9:]S!)E@!>!C.``=QPO%Y MO]ZHJ#5LE+7M9+;KE2Q0/-.QW[.1D.6D8W[Y#OY=R]U5\OMKJM1T/=LMDWW>6&X272HDFB[LD91.DB;&YT`^* MXX`R3OWD#.`?*K"JW:_'W4/T6B_\RLBKVC/[$J/25=^:E5A7P.!)`(.-Q^9? M4(R,%:#:>U0,+6Q4<;8_V9`:P!NT0=GYLG&[RE;+*2GC>U[((FN:,`A@!`YD M@I*:E&*>GBB&2<1L#=YY>19'RQQE@>]K2\[+03C:.,X'/R%>D15FR^.VI_\` MA/PBK,57-"^*L7TJK_,R*QKX'M<2&N!QRX/(L(IZ6.?A!%"V8DG:#0'$GEW\ MJ]BGA$QF$4?"G^_LC/K6+@:.GJ3-P<$<\QV2_9:'//-GE*]LHZ:.9\S*>)LL MAVGO:P`N/)DGRKXVBI63/F;30ME>X.>\1@%Q`P"3Y3A?(8J0SS5$#(#,X[$L MC`-HD>1Q&_=S%9(((::(101,BC!)#6-#0,[SN"R(JW8?&K57TJG_`"T:LA5: MT!XDV_\`WGXCU38*Z31^IZFYQPOEI+]55=,^)H__`+L<+=?>KE;JS4UNJKV]PI9:/N6H?2L=*.'.#$UK0` MXDC#(G..&C#GCA#R`[N?"QP7O M4,%3;K=65))N=PJXZ:>9K8'.@B!,8SL'#W\N2W>&G`&5M5%;J&*HTW;IKS3B M>JK:BDJY:6)K\ALWMR'0TP\+)RUO+[UE%-3FI[J$,7#ENSPNP-K9YL\N%]CI:>*:2 M:."-DLN.$>U@#GXY,GRKQ'0TD08(Z6%@C)+`V,#9).=V[=OWKTVCIF3OG;3Q M-ED&'R!@#G?Q/*5Y%#2``"FAP#D?LQN//R?,O4%)3TNUW/!%%M[W<&P-S_'" MS'D*X-??&*Z?3)OYW+JND?C7[TQ4?7V*UR5U+6NHH34TC=BGDQOB;R8;S#YO*M:ETE8*&6&6EM=/%)!P MG!.8"#&'_&#=^X'F&Y>^*UC[UQVOO;3]PQOX1E/L^`UV<@@?QW_QWKS4:3L- M7#6Q5%JI98ZYP?4M>S/"O'(X_P#N'/RKT[2]C?:8;4;93]PPR"6.$,P&O!R' M#RYSG?Y$"[:!YPK127J[7BNJ7VQM&*.CN9HIXYP[;QH`>2.%&'[R,; MQR\T18[O75&GM$5=S;1W":NN#F&6:$[<3N#F=ML.T0'>"1_`X4F-7W!]CMVH MXHX'6RJK&0/IMDB5D;Y>":\.S@N#BTEN.0D9W9.K#K"_<-!//';>Y1?W6>6) MC'[;AM;#9&N+L`@XR"#D>4+H*K-E\=M3_P#"?A%68JN:%\58OI57^9D5C7,; MC4#3?PDSZAVMB@GG@MMQ'(UK9(P8I3Y!LR>"3S/7NS2R5?PM2728$FIL+IZ= MDF[@XNZ,,QS9:-H_XCS+=I]971[JF`&@GE%F?Z2-CJ=[GMWDEQSS8W%.#O>> M4YY5M-U?=::CJH:YM&:FGOC+6^KBC18SI"P.CJ(W6JGLIZ@ M.:VIV6EK27MR6N!PK=H.UMM5507&AIYJ6HF;,*/;?)%`X-P"PO.0 M>;/E6Q;K1;[1',RWTD5,R:1TKVQC`+G M')/K45I7^O:E]+O_``858)?W+_\`"?N4)HCQ#T_Z.@_D"GD1<\JK?15'PYQ- MFI*>1LFGGO>'QM(<[AVC)R-YQNSS+$RMFTWK/45MM,E.RVQ6J*O$55*64]). MY[FX!_N-952MDHIA1TT4SH6QO,DFU)LN+L'$3<8V220 MK@U]\8KI],F_G`DB8'A['.)<`1D$9QR8P ML]/K"JGK9*!U!#%6F@EK(XC4[?!F-P:8Y2T$-=X3>3/E'SGQ:M2W632-AN-3 M2TSYJ^E9-+.^H#(FYC#AGP<[3B!E+/ M#:SL$F? M69M[)(J9KZESFQQOQEF/*T8&,[]PW[DI=$VJCIJ"GA?6<%;ZHU5,UU2XB-Y! M&!_[0'.&/G*V(=+6VGD'!B44PJ>ZVTG"?L639VMH-\GA':QG&=^,K!Q+M7`F M+:J]DW#OE_6'9[HSG:]>_')\RL2K-E\=M3_\)^$59BJYH7Q5B^E5?YF16-0E M3I6UUHNC*QDM3#=`T5,4LIWW:43.J'TIHW-X4A MAA.\LV>3&=_.M&FT+::41!LUTOJG$\`['@?5C<>5;3M)VYU#::,NJ MN!M4C)*4<.076Z&MFCK+@*RN%/6\%,'AFRUT9< M0T#`,[P3C?C/*5.JMV M'QJU5]*I_P`M&K(56M`>)5O_`-Y^(]65$5#N<1F^%RWT3JBK%)/:9YI(&54C M6.>U[&M=LAP&0"5]ANE?8-;7&Q0FIN=*;3WSI8))=J6-[7[!B#W'):[<1M$X MP=^%\NNN*MNG-42T4-+W?:*9DPD9,9(G!["X$'9WD8.[D.!OWJ1O^JZO3M$^ MJJZ"$Q04O=$KNZ@.$(."R,;.7.`\(Y`&\#YQ:@<@$>5?40\BKFE?Z]J7TN_\ M&%6"7]R__"?N4)HCQ#T_Z.@_D"GD10E5I:AJK]W[,M7'7]SFF$L4Y;B(G:+0 M.3EW\Z\2:.LLMHKK::=_!U[@^IEX5QFD>""'&0DN)!`QOW8W;EAET1:JB"Z1 M3R5LAN;(A4O=4NVG.CQLO',X8;R;K/.RAHI:!C#$QH?$\ MM.\@?&RT$N\OKS]H]$24=/88V7JH+[/$^GB>Z&/PHG-:W&,8#@&C#N7>>4'" MFM.69NGM/45H94/J&4D8B9)(T!Q:.3.-VX;E*(BK=K\?=0_1:+_S*R*O:,_L M2H])5WYJ56%HKK2ZBUI0MOE6Q]OIJ>6V01P1R.?+(QSMC9#"7@N#1CR` M\OE5GMFL99)H;;7VFN9!@X5I)=M%WQ`6N!\N[D.];D.K:.6IM MK7T]3#3W3(HJJ1HX.4[)>!RY:2T%PV@,@<^Y8N.MO;`*R6FK([<^F?515SHQ MP4C&D#E!R"[:!:'`;0.Y8W:\M3!4MD;(R:"6"+8VF%KC,2&$/#MC&00,^#G=@^49TI=5T=G=J"LJ7W M2>.CKHJ>6(Q-<(2]C-G@P,'8.TTY._+EM-UK0MCNG=5)64DUMEBBE@F8W:>9 M2!$6[+B"'$X&_=OSA;UDO\-[EKX8Z6IIY:"?N>=L[0`),`X!!.=Q:<\S@I=5 MFR^.VI_^$_"*LQ5^X4M0(APP#';+XW-8`''>"T@`G M>-Y62X:W936>\U$=NJ&UMNMXK^Y9BQI,;@XM)P[=\0Y!WC'(=RVZK50M]NCJ M:JW5A(HW5D^PUNS%&W&27%VSDYR&@DD*>IYXZJFBJ(7;44K`]CN<$9"R(BK= MA\:M5?2J?\M&K(56M`>)5O\`]Y^(]65$5>K],/J]4P7^*Y2P5,%*^E8P1-3D!8*C0]'5T%XCJ*RKEKKK#P$]$:P?%8T`!K6#)\$#?DYRL$F MA6U,%\CJKI-)WXHHZ2?8B8P,+&N:',`&[<[DWA>;GH1]V%9W3>JDNKK:+?4N M$,>7`%Q#F[O`WN.0-QP/*,JVP1OBIXXY)#(]K0'/(`+B!RX&X+(B'D5(>G_1T'\@4\B(B(B(AY"N#7WQBNGTR;^=RZKI M'XU^],5'W-5D1$1$1$15NU^/NH?HM%_YE9%7M&?V)4>DJ[\U*K"JO9].U]OU MI?+Y-54TD-T;"PPLC<'1\$"UN\G!R"<[@L[-/3.U->*^>6%]%3=@+3H]*5?<5EMMPJ89Z.SR!T+V-(DF#&.CCV_(W#7;\9R0.3 MD6C3Z(NTFDY]+U]YA=;8H!!0RPTY;,T-(,;I"78)9LMW-`SC>I!UEU'7VLT] MYK+36;3FLEIQ2.$$T0SM;0<2=IV[DW-QR%1,OP>32VBGM9GIS!3@NI)7&0S6 M^0R.<##)G:+6M+6AI._9&=VY;=ST9<*^GU'$VMI6=]ZNGJ6$QN/!<$(Q@[]^ M>"'-RE1VL+144D5]KJB>E$-Y?10`R1/+*[:>N-7K*VWZEJ:5C:&GF@$,K'$OX3&3D'=C9'D7DZ3JY MZRYW:INF+U54+J&FG@BV&43#DC8:223M8<7$[\#&%%QZ$N$D-TCGJJ&$7"QB MV/$$3_!>-O$F7'+L$2<[_G\JSW325ZNT,,=17T18ZU2T,L1B>8XI7#`FC&= MYQX/A?5C)!M5GI)J&S45)4/C?-!`R-[HP0TEK0-V=_D6ZB*MV'QJU5]*I_RT M:LA5:T!XE6__`'GXCU941$1$1$/(JYI7^O:E]+O_``858)?W+_\`"?N4)HCQ M#T_Z.@_D"GD1$1$1$/(5P:^^,5T^F3?SN75=(_&OWIBH^YJLF1SID1SID)5O\`]Y^(]67(YTR.=,CG3(YTR.=,CG3(YTR.=,CG3(YU$&.55W2O]>U M+Z7?^#"K!+^Y?_A/W*#T0?\`T'I_T=!_(%/Y'.F1SIDR3BK5=*[_`-;#V2<5:KI7?^MA[).*M5TKO_6P]DG% M6JZ5W_K8>R5.TK<'ZEU5J6S,U5>P+54-CBUWU$*X\5:KI M7?\`K8>R3BK5=*[_`-;#V2<5:KI7?^MA[).*M5TKO_6P]DG%6JZ5W_K8>R6W M9M/QV>KK*HU];6U%4(VR2U;VD@,VMD#9:T?WBIA5EFCS`^;N34-ZI8I9I)^! MAEBV&N>\O=C,9.,N/E7OBK5=*[_UL/9)Q5JNE=_ZV'LDXJU72N_];#V2<5:K MI7?^MA[).*U5TKO_`%L/9*G:+N#]6W74=%'JJ]CO76\#$6RP^'%C`=^ZW^$U M_P!6%<>*M5TKO_6P]DG%6JZ5W_K8>R3BK5=*[_UL/9)Q5JNE=_ZV'LDXJU72 MN_\`6P]DMRRZ?CLT]94=VUE9459899:IS2[P6[+0-EK1C'S*758AT::5KXZ3 M45[IH72/D$,4L6RTO<7G&8R<9R3BK5=*[_P!;#V2<5:KI M7?\`K8>R3BK5=*[_`-;#V2^'2U2!DZKO_6P]DJ?H&ODUM%>'QZIOC>X:^2"/ M8DA\*'_1O/[+E(!]2N/%6JZ5W_K8>R3BK5=*[_UL/9)Q5JNE=_ZV'LDXJU72 MN_\`6P]DG%6JZ5W_`*V'LENV6PQV5]9(*RKK)JN1LDLU4YKG$AH8/BM:,8:/ M(I95:FT7W%`*>CU'?*>G:7%D4R7E^F*B-CGOU9?FM:,DF6'`'5* MI?![6RZYM%96LU3?&.IZV6#9;)#^[SF,_NO*TCZP5;^*M5TKO_6P]DG%6JZ5 MW_K8>R3BK5=*[_UL/9)Q5JNE=_ZV'LDXJU72N_\`6P]DI"R62*R05+&5535/ MJ9S42S5+FE[GD-;_`'0!C#1Y%).&TTM/(1A5>DT6ZAHX:2EU-?8J>!@CBC;+ M#AK0,`;XN99N*M5TKO\`UL/9)Q5JNE=_ZV'LDXJU72N_];#V2<5:KI7?^MA[ M)8ZC3DU+3R5$VK;\R*)I>]QEAP&@9)_=R3BK5= M*[_UL/9)Q5JNE=_ZV'LEJ-^#NT';=/45U1,][I'RRRMVG.<223AH'EYE;D1$ M4-JV^,TWI.Z7AY'^2T[GL!\K^1H^MQ`7Y:^"#4K[+\)U#-42G@[@YU+.YQY3 M(=Q/^V&K]?(B(B(B(BKNN[^-,:(NUV#MF2&`B'?_`*1W@L_^Q"_-GP'ZA-F^ M$FF@ED(@N3'4K\G^\=[#_':`'^TOUJB(B(B(B*H?"=J#BU\'MVKF/V9WQ7 M#_ZE_P#\+]/(B(B(B(BYW\->H.\7P;UK(W[-1<"*./!WX=O?_P#4.]:YA_1T MU!W+J*XV*5^(ZV$31`_*1\H'\6D_\J_2:(B(B(B+C'](2\3=Y+9INB8^6IN$ M_"OBB:7.+&<@P.=Q'_*N#3Z3U-:6OK);170"E>PR/X(YA<6A[=K'Q=Q!WX7[ M'TE?&:DTG;+PPC_*J=KW@>1_(X?4X$*91$1$1$1<._I#7:HJ*>SZ6H(Y9ZBJ MD-5)%"PN/J.1]2DD1$1$1$7`_Z0ESJKE<+/I6 MVPS5,V#5RPP,+W$G+6#`^;;/UA<@BLNI-)UU/>I+75P=P58/"EA+62,():XC M<#R;BOVC;*^"ZVNDN%,[:@JH631G_P!K@"/O6TB(B(B(B_/7P_U];?-26K2U MJIYZN6",U$D,#"]Q>_>$DP=X',T-WGG7.['3WS0NH[3J&KMM5!30563*8SL M.#7%DC=H;L[G#&5^SHI&30LEC<'QO:'-<.0@[P5[1$1$1$6'N2G[L[KX"/NG M8X/AM@;>SG.SGEQDGIJ6GHXC%301PQEQ=LQL#1DG) M.!Y2=ZS(B(B(B(L(I*=M4^J;!&*A[`QTH8-LM'(">7&\[E`Z6`-;J8$9!N[] MW^YA4_34M/1P-@I8(X86DD1QM#6C)R=P^4X4!I%K7B_M<`6F\5((/(?BJPTU-!1T[*>FACAA8,-CC:&M:/ MF`Y%E1$1$1$188Z2GAGFGB@C9-,099&L`<\@8&3RG=NWJ"T?&R6P54"2 M66&"..29VU(YC`"\\F2?*<562* M*."%D,+&QQ,:&L8T8#0-P`'D"]HB(B(B(JW8?&K57TJG_+1JR(B(B(B(B'D5 MDJ M[\U*K"B(B(B(B(57-"^*L7TJK_,R*QHB(B(B(BK=A\:M5?2J?\M&K(B(B(B( MB(>15S2O]>U+Z7?^#"K&B(B(B(B(>0JM:/Y;]Z8J/^U65$1$1$1$15[1G]B5 M'I*N_-2JPHB(B(B(B%5S0OBK%]*J_P`S(K&B(B(B(B*MV'QJU5]*I_RT:LB( MB(B(B(AY%7-*_P!>U+Z7?^#"K&B(B(B(B(>0JM:/Y;]Z8J/^U65$1$1$1$15 M[1G]B5'I*N_-2JPHB(B(B(B%5S0OBK%]*J_S,BL:(B(B(B(JW8?&K57TJG_+ M1JR(B(B(B(B'D5F*C_M5E1$1$1$ M1$5>T9_8E1Z2KOS4JL*(B(B(B(A515S2O\`7M2^EW_@PJQHB(B(B(B'D*K6C^6_>F*C_M5E M1$1$1$1$5>T9_8E1Z2KOS4JL*(B(B(B(A5DJ[\U*K"B(B(B(B(57-"^*L7TJK_`#,BL:(B(B(B M(JW8?&K57TJG_+1JR(B(B(B(B'D5DJ[\U*K"B(B(B(B(57-"^*L7TJK_,R*QHB M(B(B(BK=A\:M5?2J?\M&K(B(B(B(B(>15S2O]>U+Z7?^#"K&B(B(B(B(>0JM M:/Y;]Z8J/^U65$1$1$1$15[1G]B5'I*N_-2JPHB(B(B(B%5S0OBK%]*J_P`S M(K&B(B(B(B*MV'QJU5]*I_RT:LB(B(B(B(AY%7-*_P!>U+Z7?^#"K&B(B(B( MB(>0JM:/Y;]Z8J/^U65$1$1$1$15[1G]B5'I*N_-2JPHB(B(B(B%5S0OBK%] M*J_S,BL:(B(B(B(JW8?&K57TJG_+1JR(B(B(B(B'D5F*C_M5E1$1$1$1$5>T9_8E1Z2KOS4JL*(B(B(B(A57!YCCG5>T3(R+2+))'M8QM35ESG'``[HEWDJ MR1R,FB9+$]KXW@.:YIR'`\A!\H7I$1$1$1<6_I"6B=EIM>IJ&22&JH)C`^6) MQ:YK'[VG(WC#A_\`9<*GUCJBZMDI);Q73=UO8)6"0@S.#0QNUC>[<`-Z_8ND MK&S3>D[99V`9I:=K'D>5_*X_6XDJ91$1$1$1<-_I"6NJHVV?55NEEIZFG>:2 M2:%Y:\`YDEJ M(S3RRT\A80]F]N2.=I(_V5RRCNVI-97*@T]-=:J:*KJ]D0[>&;4CRYSRT8!. M7..2OV?14D-!0T]'3MV(((VQ1M'D:T8`]06=$1$1$1%^8KG]CK=0:ZU!:=-U5SJIJ2>JP8=O#&M-[#]3@%^7/@?TVZ]_";0Q3Q'@K>XU<[2.0QGP0?]LM7Z^1$1$1$1%6M M?Z?&I]#7:UANU+)`70[O](WPF_\`R`/K7YO^`_3QO7PD4T\L9,%M8ZK?D?WA MN8/X[1!_V5^M41$1$1$15#X3]/\`&7X/;M0L9M3LBX>#GVV>$`/X@$?6N!_` M)I_OM\(`N$C,P6R$S[^3A'>"P?\`RX_[*_5:(B(B(B(J-\+NG^,/P;W.%C-J MHI6]UP\^TS>?6W:'UKC']'O3W?'6M1=Y&9AMD!+21_I9,M;_`/7;/J7Z@1$1 M$1$1%SCX;M/]_/@XK)HV;51;G"K9S[+=S_\`ZDGZES/^CGI_NK45QOTK,QT4 M(AB)^4DY2/X-!_YE^DT1$15MVK]JKJX*2PWBL;2SN@?+!'$6%[0,@;4@/E'D M7WC55=%+_P!5#VJ<:JKHI?\`JH>U3C55=%+_`-5#VJ<:JKHI?^JA[5.-55T4 MO_50]JJ;I*W/TQJG4MW9I6]D76H;)"UL4.8V8VG#][NR]SOJ`5RXU5712_\` M50]JG&JJZ*7_`*J'M4XU5712_P#50]JG&JJZ*7_JH>U3C55=%+_U4/:IQJJN MBE_ZJ'M4XU5712_]5#VJ<:JKHI?^JA[5.-55T4O_`%4/:IQJJNBE_P"JA[5. M-55T4O\`U4/:IQJJNBE_ZJ'M4XU5712_]5#VJINB+=)I"YZBJX]*WL]\ZTRP MAD4/@0XR&G]KNPYS_JPKEQJJNBE_ZJ'M4XU5712_]5#VJ<:JKHI?^JA[5.-5 M5T4O_50]JG&JJZ*7_JH>U3C55=%+_P!5#VJ<:JKHI?\`JH>U3C55=%+_`-5# MVJ<:JKHI?^JA[5.-55T4O_50]JG&JJZ*7_JH>U3C55=%+_U4/:KX=4U)&#I2 M_P#50]JJ;\']NET2V]!FEKV[NZO?-'L1P^##_HVG]IRC+O6KGQJJNBE_ZJ'M M4XU5712_]5#VJ<:JKHI?^JA[5.-55T4O_50]JG&JJZ*7_JH>U3C55=%+_P!5 M#VJ<:JKHI?\`JH>U3C55=%+_`-5#VJ<:JKHI?^JA[5.-55T4O_50]JG&JJZ* M7_JH>U3C55=%+_U4/:KR_4]1(QS'Z3OSFN&"#%#@CK54/@[H)="VJNI&Z7OC MW5-;),'-CA/[/.(VG]KRAH&?G)5QXU5712_]5#VJ<:JKHI?^JA[5.-55T4O_ M`%4/:IQJJNBE_P"JA[5.-55T4O\`U4/:IQJJNBE_ZJ'M4XU5712_]5#VJ<:J MKHI?^JA[5.-55T4O_50]JG&JJZ*7_JH>U3C55=%+_P!5#VJ<:JKHI?\`JH>U M6*IU%+5TLM-/I*_/BF88WM,4.]I&"/WO,55O@YIJG0VEN];M+WR2=]1)-+(R M.'#LG#?]+_J!OUY5NXU5712_]5#VJ<:JKHI?^JA[5.-55T4O_50]JG&JJZ*7 M_JH>U3C55=%+_P!5#VJU&_"):!MMGIZZFF8]S'Q2Q-VFN:2"#AQ'DYUM:1^- M?O3%1]S59,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9, M#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9, M#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9, M#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9,#F3`YDP.9?"!@[EP>^^, M5T^F3?SN75=(_&OWIBH^YJLB(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B M(B(B(B(AY"N#7WQBNGTR;^=RZKI'XU^],5'W-5D1$1$1$1$1$1$1$1$1$1$1 M$1$1$1$1$1$1$1$1$1$1$1$/(5P:^^,5T^F3?SN75=(_&OWIBH^YJLB(B(B( MB(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(AY"N#7WQBNGTR;^=RZKI'X MU^],5'W-5D1$1$1$1$1$1$1%"W'4]#;+U26B:*J=65C'OIV1P%PD#!EV#R;A MC.>=9[;?J"Z5$]+#(]E73@&:FGC='*P'D):X9P?(1D'G4B][8V.>]P:UH)). MX`+Y%+'-$R6)X?&]H"%I0WFFFOU59PV455/!'.\N9AI8\N`(/EWM M=ZE((BBKAJ*W6N\6ZUUDKHJBXN6@@$XYLD>M: M5=>:>AK:>B+)9JNH:^2."%NTXL;C:<0K@U]\8KI],F_G3.#A8ZZICN/P@.O=O=*ZW6FSU$576TK=H2.<0YL M<9Y'N:&EV[(!(\I4`VOCK:*\T,5:9J2JTF:ID7=AF>^0;?A.<#OD(V=K9`'D MWC"WZVYV_O#9Z6EKW[;K'-40N[M(A+FL8,C!VGRAVYH!\$%QYE@I'4-[KQ5W M:YSQ"HTK13=T05;H7.D#I2YP+"-IS21NW[SR;UKWV]5T.F']W5M1!J"DT[#5 M2<+4&,-E)=X4;!@ND):=HYP,`8WE3-PNE5'JY]51SQ7.":>**)D-2YDM),8< ML!9G9D@=D.)&"-HG?C=DT'ZS6RK;J!\]Q=1EEPMX8[:;(,%SI@7'8)-&: MBND0HIZF\01QP2D-=%&R*4/.#R9E)^H,6]77V)FJ*>6FN$D;V:B;15`J*GP] MDQ$%@C&`V+.SLYR23GF6C%5\`8;@+Q5NG@UYO<[I-DL+2[9+=GG& M1SK?IK[$[6-HDI;A(UE1>:RDJ&5%3M2/Q')ACF;@QH>UH8TC.,'RE:-JN=5< M+@):.]QS7:D9<3+3MN`_RV0/=W.!"'9\$`[BT8&[>,*0TW<:*YV\5D.I99JA M]J<*VFB+F/BD`!,DIVB8Y`[+1\7.?*`,1^GVP5TVG(:R[USX[IIMT]9FY2#A M9FF(`YVO!(VI/BXY#G.%AH-1.K;;8:>^W[N*DJ[`QT5;,X@/J@XB3PPYO[5H M#",YY3NRI"Z%M7>*^EJ;Q<'L9IAM4,U3ZL MUKIJX5E5M5-9IIC@\S$<+*'QD@`'!.]Q(^L\BFM7T=NN5XHH6WB2RWZFA?/0 MUK2`"PD![2UW@O;\4EI^8\ZKD5XO\03.C>6U;Q54DO!#XS23PD3L[9/*"XG?L MC$3;KG!9-)4+8JP4]&+_`%,%TE+W2"G9PL_!B0;66M+N#R&QK@UH=DXY`5H6ZJ;2166JCNU4Z6 M'4\]N'"5SWM%-MRM;&YI=@C`9@G)Y-ZZ\.1$1$1$1$1$1$1$/(5P:^^,5T^F M3?SN75=(_&OWIBH^YJLB(B(B(B(B(B(B(O#HHWYVF-.>7(RO0``P```O#((H M\;$3&X!`V6@8!WE!!"!&!$S$?Q/!'@_PYD-/"1&#$PB/>SP1X/\`#F7U\,4C M@Y\;'.`+02T$X/*%\$$0D$@B9M@8#MD9`_BO38V,3!$7EYB9M.().R,G')ZE]X&/Y-G_*%X?30N#_``&M M<\Y+F@`YQC.>?YU7K9H]M(ZB%96BMCH7!].7TT;)-H`@.>\#+COY1C)WG*L@ MAC;MXC:-LY=N'A'Y^=.!C^39_P`H1T,3@`Z-A`.T`6C<>=?3&PDDL:2?*0OG M!1[37;##9P@&-K9&?6G`Q[+V\&W#R2X8'A?QYTX*,! MHV&X:,`8Y`G`Q_)L_P"4+VB(B(B(B(B(B(B'D*X-??&*Z?3)OYW+JND?C7[T MQ4?F*C[FJR(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B M(B(B(B'D*X-??&*Z?3)OYW+JND?C7[TQ4?@I9A= MISP<]2QCL$-P<$Y4YQOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[;'^I.-^F MND-I]MC_`%)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[;'^I.-^FND-I]M MC_4G&_372&T^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/\`4G&_ M372&T^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[; M'^I.-^FND-I]MC_4G&_372&T^VQ_J3C?IKI#:?;8_P!2<;]-=(;3[;'^I.-^ MFND-I]MC_4G&_372&T^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV M/]2<;]-=(;3[;'^I.-^FND-I]MC_`%)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;] M-=(;3[;'^I.-VFL9XPVG'TV/]2<;]-=(;3[;'^I.-^FND-I]MC_4G&_372&T M^VQ_J3C?IKI#:?;8_P!2<;]-=(;3[;'^I.-^FND-I]MC_4G&_372&T^VQ_J3 MC?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[;'^I.-^FND-I M]MC_`%)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[;'^I.-^FND-I]MC_4G M&_372&T^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/\`4G&_372& MT^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2<;]-=(;3[;'^I. M-^FND-I]MC_4G&_372&T^VQ_J3C?IKI#:?;8_P!2<;]-=(;3[;'^I.-^FND- MI]MC_4G&_372&T^VQ_J3C?IKI#:?;8_U)QOTUTAM/ML?ZDXWZ:Z0VGVV/]2^ M'5^FL'_U#:?;8_U+CMTFBK+U<:BED9/!)5S%DD3@YKAPCMX(W%=TDH*.5Y?) M2P/>>5SHP2?_`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`P`+*B(B M(B(B(B(B(B(B(B(B(M:XUT-LMM57U#MF"FB=-(>9K02?N7X9N=WJKG?ZJ\2/ M+:JHJ'5!<#\5Q=M#'\/_`-+]K:2OC-2:3MEX81FJIVO>!Y'XPX?4X$*91$1$ M1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1%3?A.ME[OFC9K-88`^IKY M&PR/<\,;%%G:<23Y#@#=D[UQO_\`C_4QU]);)[[$*ZII)ZC+("8FF-T8VFB;M22RN#6M'SDJC:COFH+KIJZ7"SB2T6RFI)9F5 M<\>*BIV6DC@XS^[87`7I1]UOMJL5.9[K<:6CB\CIY0 MS/\``'>?J7-+W\/^G:644MBI*J\53W;$>R."C`?P&QPN#L;>=G/DSCR*K:5UK!>-*TE MZNTE%;>ZYI(HHW3[B6/"6MQG.2`H=06BHX4Q7*E M<(F&1[N%&`P'!=GDV<[L\F5\H=0V:YU;J6@NE)4SMB$QCAF:X[!Y';O)\Z^/ MU%:&4M74=WPNCI(N&FV79+68.'8\H.#@CEPLEMNL5ZLD%QM[FN;41"2/;_ND M@$!V.;.]0>F-9Q733S;K>'T5M#ZJ2EC:Z?U>RYVJ.[UM10PT-6UCJ M5C7'A6N(<7,K9')`Q]?3AT^QP?[08=M?%P>3PO)S^1;Z(B(B(B(B(B(B(B(B(B(B M(B(J]6?YP;1Z-K/Q*=>[KJ:.DK#:[;3ON5W+0>Y(7`"('D=*\[HV_P`=Y\@* MP4>EY*JLBN>I*AMQKHG;<,+6D4U*?_\`FP\KA_KNR[FV>19M;^(>H/1T_P"& M5.1?NF?X0J?KC3^L+S`1IO5#+6W9P833@%YY^%&7-^H+\UZK^#K75JJ)*N[V M^LK03EU9$\U`/SEPR1]8"A=&314NM+1+43"G8RK9F9T8>(CG`<6G<<'!^I?K MOO+J;I9_TV+WIWEU-TL_Z;%[T[RZFZ6?]-B]Z=Y=3=+/^FQ>].\NINEG_38O M>G>74W2S_IL7O3O+J;I9_P!-B]Z=Y=3=+/\`IL7O4A::"[4DTCKC>>[V.:`Q MGM=39IQ5T%[;53,V MXB!%P[Y"X':P?!<-W+E;M=9;N(+[)%:9W[6HZ6Y0QL='M30L,&V6^%R_LW'! MQY.=3U#0UC==WJXR6Q[(:FAI60S/+,&2,R%S3@DCX[=^,;CS*NVFV7OOC;JN MJLE1"&V6JHYX6"%D4,KG1N$<;&NP&>"0#Y=V5CCTO>IK3IRA;024DT&FZJVS MSES,03OCC:TG#LD98XY&>4R7>6+5CX+7.[NB[4-;3 MM:Y@,[(C!M[/A;C^R=N=C.[G7N>T7$Z@O$=;IR>Y4=UEAJ:>4U8;'"6L8TQS M-V_[A9M`M#LYW*8M-!5TFK=4UTUND$-4Z!]/*-C]KL1;!P,Y!SG&<*'L]!>[ M?IS1]#-99FNHF&"L>S@G3PD1X!C<78#7$D.<#G'-G*C].VC4%@ALL]38:BMB M;;)+;44C)8B^%_#%P?X3MDL<,`[\[AN6YWAKZ:\72CJM,=WT%P?!+3.@J@RG MI]B-C>"D;M-PUA8"TM:<^0!=)'(B(B(B(B(B(B(B(B(B(B(B(B*N7_3U?=KW M05='='6^*&GF@G?$P&9S9'1G#'')6U6>@LE&*6WTS88MHO= M@DN>X\KG..]SCY2225O*!UQXAZ@]'3_AE3<7[IG^$+VBK=_T!I;4VTZZ6:FE MF=_IV-X.7_G;@^M3U+3BEI(:<2/D$3&L#Y#ESL#&2?*5F1$1$1$1$1$1$1$1 M$1$1$1$1$1$1$1$1$1$1$1$1$1%`ZX\0]0>CI_PRIN+]TS_"%[1$1$1$1$1$ M1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$4#KCQ#U!Z.G_#*FXOW3/\`"%[1 M$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$4#KCQ#U!Z.G_#*FXO MW3/\(7M$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$0G`R5`:W(. M@]08_P#\Z?\`#*G(R!"S/^J%[1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1 M$1$1$1$1%\(!!!&1S+\EZLO^I]":CO\`I6GN<[K3(9(V4T_[1G`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`'SE:#KCJ&&CAJI;33.VWL$E-%4.=)"QS@"<[.'EH))`QR'! M*E&W6WNKNX6UM.:K?^QX0;9QR[OF\O,L(U#934-IQ=Z`S.VRV/NEFT=GXV[/ MD\O,O4=]M$M'%61W2B?2RN+8YFU#2QY'*`<+*VZV]]"ZM;6TYI6DATPD&R"#@@GGSNQSJNT^K MIJTW=M.;8!17"&EBEEJBV.5KVL<3M8^/AY`:/*,*:M^H+=<[G<+=2U#'U-!( M(YFAPW.V03CGQD`_/N4;5ZL-!KFCT]54@;#6P[<-8'[N$\+$;FXW$ACR#G?C M&$K-6<#KF@TS!2B1U1#)-+4.>0(]D`[(&-[B'`\HP".=34=VMTM1+3QUU,Z: M(.,C!*"6ANYQ(SY#R\RQTM]M%;5BDI+I13U)CX4113M2H%QI.!B<&/D,S0UKCR`G.XG(]:P\9K$&[7?JW[/#]SY[I9CA?]3E M^-O&[E6W47*AI)XX*BK@BEE(#&/D#2XDX&`><[E@GO\`9J:H%//=:&*8RB$1 MOJ&!VV>1N,YR>9>:74%MK+Y6V>"I8ZLHVL,K-H;MH$X'.0!D\V0I-$1$1$1$ M1$1$1$0\A7!K[XQ73Z9-_.Y=5TC\:_>F*C[FJR(B(B(B(B(B(B(B*N:YL-3J M32=7044C(ZP.CGIS)\7A(WA[0[YB6X^M9:&^UM:R.)]AN%+5G`E;.&B.(^4\ M("0X2L4=DN4NG]/V2HHI67"U7&*:2K(_9EL;RYTK7>4R-)&.7+S MD;B5HQZ?K&1Q?_@Y0&ZM?<'-X)G]7.WA_+R;QNY?F6"X4,M#/"ZKM=I)&X[ENW"Q7`.N%ZI;94&!]^H[@VBC8!*^.(-;)(&9'A M.()P<$@;]Y7FKTU>;Q07RHAM\E+6,OT-WM\52YK1/P<<0V203LYV7#?R'"N= M)>ZBO#(^\=P@49!(>>7&SD'G"I-+IZZTWP>6YE/9Y65U#_9:X'EPYKAOY6X6_+05+8J"\6_3U=#!%=A6U=%/('U-0#"Z,R MEI<1M-):0W.3LYY<+4N=HNE33:CFBL]3BMO-!64S-EFTYD?`%[L;6X_LW\N" MK-8*>KI=7ZGX:BG9!5U$-3!4$#@WM$$;"`<\B\VRGN$-505URM M570TK+%5TM2QC&0Q4KRZ-W!LP=S<-(#CG.X_PB8+=67"SR4)H;C27Y]DBH*1 MM52YA>'.&TX$MY0,9/EW3=ZM0K@U]\8KI],F_G$MD"1O&3ZUO8W81, M(B(B)A%AJZ2GKZ.:DJH634\S"R2-XRUS3N((6I;K';[6[;I8G[8;L!\LSY7! MO,"\D@;AN',I'"81$1$1$1$1$1$1$1$0\A7!K[XQ73Z9-_.Y=5TC\:_>F*C[ MFJR(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B'D*X-??&*Z?3) MOYW+JND?C7[TQ4?F*C[FJR(B(B(B(B(B(B(B(B(B(B(B(B(B M(B(B(B(B(B(B(B(B(B'D*X-??&*Z?3)OYW+J>DGM:^_;3@/_`,Q4C_%>E_P` GRAPHIC 9 g302885.jpg G302885.JPG begin 644 g302885.jpg M_]C_X``02D9)1@`!`0$!KP&O``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#N=>.?EYYJ'Z@9HSA&-+GEL/S'5!F)' M_P!5P^/'.AY.O_M3UI>ER;/"?GL"/,<80M]D'AMPI!4G\CL5F4I2E*4I2E:9 MFF?-8S,AV>WP7+I?Y_\`XT)HZX\=RS^%/!_0^`-UJTOIT_E,QB\=2KQ&!;24 MLV^&H,LM))WHN'XE'W_YK;[%@&$VMQF9:++`]1I04T^/WJDD>"%$GFMEGSHM MK@/S9KZ&(S""XXXLZ"4CR:Q['>H60V6+=KU;KR9_YU:E0-[RF+9;S9;2IEU^9=GRTTVUKX$I&U.*_E'%3WRK0> MH73[&\C5]_WV1.83;XJO45'>"06T[5R"#R-GQK=:_P!!L5CV['9.1^BM#US< M4&`X=J1'2KX1OYDD$DZYT*\G)<+-^JSUWER64XQB2->LZL!IM/@Y=+N/4^Y8RQ&8,"W0T.OO]Q[P\K1"?;6C_`&KWS7*WL9;L M[<1AN1+N5Q9AMMK)T$J/Q*X]A_R*D\D0SW$_O)=QGC?/R#94`@>PUL5K&8*Q6PSF)O3:4IN^1G`[(%N<4Y$2P!\: MGO*`GQX/]14O,?E]8#)E+,B)A5M;6L=NT+GOI23L;_`D^_\`R?AA^G>7WR5@ M]MP_&%)D7E:G%.RW&B&K9'*SHJ.OB5Y(\_Q`#[FL/I]FF.6R5-U:'.QZV1XGW2RT7S/DI)*G-$$?K[_/52$/&+M= M.L^.2\G@0H(F)7+;MS"1IEMD$I0H`:)V`3Y^>]>!?L>\VV7=9-LCRVWID5`6 M^VV>[TMD@!1'`)T>#S]*T?JIT_O.8)ARK->UPWXJ2/L[CJD-+V=]VT^%?+>C MQ[54G2VQWW.,GF/R7F#:&O5FO,!*&QY6.X%0'U*0=54=Y MR3,5=,1;_NG]EK5!A(CO2IKA2]*4E/;Z322`=J(]O&^1S6EVJU3H4BR8[F4M M5GQN2E5U6CA)=':==Q')4>T)`/(WP-FMNAPLWQ[#[_D>-/1;+C')ZHI$Z9-1W#O4E0^%! M.CKN*1O0XWH:U7TX_?;3'E&(]ND/`\LC?:$G1V1W>/.M5,9SD]G'6?$XMRN#3$"W-JE+<5_" M'7`?3[C\APD[\#=;=E&3Q[ET^R*9B]ZA.2(3"^YY"@XE!`VHXY9)L+JCES]S MMJW8]S0RY%FE/>V6TCM+1/R.R.#Y[=U/O]/\0DO%UW&;2I9\G[(@;_05+0K1 M;;;%,:#;XL6.H:+3#*4)/Y`:K(3&83&^S)9;#';V>F$@)[?;7C585FQ^TX]% M5&M%OCPF5*[E)90$]Q]S[UDQ($."7C$BLL>NZIYWTT!/>M7E1UY)]ZR"`1K5 M1]ML%GLQ<-LMD.&7%%2RPRE!43[Z%1F48+9,O=AO7-IX/Q"KTG6'E-+`/D;' MRXJ0L..VG&;>(-GA-Q6-]Q"=DK5[J4>5'ZDUG2XR)D-^,M2DH>;4VHH.B`1H MZ/OS6M8)@-KP&VOQ+>X\\Y(6%O/O:[EZX2.!H``G]36UU"Y5D]OQ''Y%WN2E M!EK02A&BIQ9\)2/F3_V?E5%W:SY'FN;XJ_E#A8^\Y)=8LP!(C1&P%*4K?A2@ M->-GYZ\"_;E8;3>3'5<[;%EF,KO9]=I*_3/TWX\#]*R9L&+<8#\&8PAZ*^V6 MW&ECA22-$5#0L&QJW6"38XEHCM6^4DI?:&]NC^96^XGZ[X^59UBQ^U8U;$6Z MT0T18J"5!"2223Y))V2?J37ECV+VK%X;\6UQ_20^\I]U2E%2EK5Y))\^PK7< M_MN#6W'_`+SR6TQ'(\11+*$MA*UK/X$]NMDZ\'CC9\55^`XI*ZD7.[Y$F8[C M]E<=3$^P6Q7I]Z$)2?3V-`)`[>='9)X%7+:<`QBR6V3!@6IEM$IE3+[IVIUU M"AH@K/Q<[]ZZQ>G>(1(D.,G'X#B(:>UE3S(<4.=\J5LGDD\UWGX!BMUNDNY3 M[+&E2Y:$-NN/`JV$Z`T"=)/`Y&CQ7HYA=B_9:;CL6$B#;Y;:D.)B@(//D[^9 M_KNI:V6]BTVJ);HW=Z$5E#+?<=GM2`!L^_%95*4I2E*4I2E*JZ&@]0>I\R7( M2'*DL.*0-J"20-^3JJJZ*SD1 MNEVNWG@BKRQRUBR8U;+6-?X2*VR2/F4I`)_7=2E*4I ?6%%L]MA3I,Z+`C,RY/+[S;24K=_W$#9K-I2E*4K_V3\_ ` end ~~-----END PRIVACY-ENHANCED MESSAGE-----~~