Schedule 14(a) Information

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|  Preliminary Proxy Statement
|_|  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
|_|  Definitive Proxy Statement Definitive Additional Materials

|_|  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
                        Affinity Technology Group, Inc.
                (Name of Registrant as Specified in its Charter)

            ---------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|  No fee required.
|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

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

     (2)  Aggregate number of securities to which transaction applies:

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

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):______

     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

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|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.


     (1)  Amount Previously Paid:

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

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

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

     (4)  Date Filed:

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





                               [Preliminary Copy]



                                 April 28, 2006



Dear Stockholders of Affinity Technology Group, Inc.:

     On behalf of the Board of Directors of Affinity  Technology Group, Inc., it
is my pleasure to invite you to attend the 2006 Annual  Meeting of  Stockholders
of Affinity  Technology Group,  Inc., to be held at the Ramada Plaza Hotel, 8105
Two Notch Road, Columbia,  South Carolina, on Thursday,  June 15, 2006, at 10:00
a.m. local time.

     The  principal  business of the meeting will be the election of  directors,
the  consideration  of an  amendment  to our  Certificate  of  Incorporation  to
increase the authorized  number of shares of common stock from 60 million to 100
million,  and the  ratification  of the  appointment of our  independent  public
accounting  firm. In addition,  we plan to review the Company's  business during
the past year and our plans for the current year.

     This  booklet,  which  contains the Notice of Annual  Meeting and the Proxy
Statement,  describes  the business to be transacted at the meeting and provides
certain  other  information  about the Company and its  directors  and executive
officers which you should consider when voting your shares.

     It is important that your shares be represented at the meeting,  whether or
not you plan to attend. In order to be certain that your shares will be voted at
the meeting,  please  complete,  date and sign the  accompanying  proxy card and
return it in the enclosed postage prepaid envelope, which requires no postage if
mailed in the United States.

     I look forward to seeing you at the meeting.



                               Very truly yours,

                               /s/ Joseph A. Boyle
                               --------------------------------------
                               Joseph A. Boyle
                               Chairman, President and Chief Executive Officer




                               [Preliminary Copy]


                         AFFINITY TECHNOLOGY GROUP, INC.
                              8807 A Two Notch Road
                         Columbia, South Carolina 29223


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To the Stockholders of Affinity Technology Group, Inc.:

     The Annual Meeting of the Stockholders of Affinity  Technology  Group, Inc.
(the  "Company")  will be held at the Ramada Plaza  Hotel,  8105 Two Notch Road,
Columbia,  South Carolina, on Thursday,  June 15, 2006, at 10:00 a.m. local time
for the following purposes:

     o    To elect three members to the Board of Directors;

     o    To  consider  and vote upon a  proposal  to amend the  Certificate  of
          Incorporation  of the  Company to  increase  the number of  authorized
          shares of common stock,  par value $0.0001 per share,  from 60 million
          shares to 100 million shares;

     o    To consider and vote upon a proposal to ratify the  appointment  Scott
          McElveen L.L.P. as the Company's  independent  public  accounting firm
          for the year ending December 31, 2006; and

     o    To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.

     The Board of  Directors  has fixed the close of business on April 17, 2006,
as the record date for the determination of stockholders entitled to vote at the
meeting.  Accordingly,  only stockholders who are holders of record at the close
of business on that date are entitled to notice of and to vote at the meeting.

     A list of stockholders  entitled to vote at the Annual Meeting will be open
for examination by any stockholder for any purpose germane to the Annual Meeting
during  ordinary  business  hours for a period of ten days  prior to the  Annual
Meeting at the  principal  executive  offices of the Company at 8807 A Two Notch
Road, Columbia, South Carolina.



                               By order of the Board of Directors:


                               /s/ Joseph A. Boyle
                               --------------------------------------
                               Joseph A. Boyle
                               Chairman, President and Chief Executive Officer

     You are urged to complete, date and sign the accompanying proxy card and to
return it promptly in the enclosed envelope, which requires no postage if mailed
in the United States.

April 28, 2006




                               [Preliminary Copy]


                               GENERAL INFORMATION
Proxy Solicitation


     This Proxy  Statement is furnished in connection  with the  solicitation by
the Board of Directors of Affinity  Technology  Group,  Inc. (the  "Company") of
proxies to be voted at the 2006 Annual  Meeting of  Stockholders  of the Company
(the "Annual  Meeting")  to be held at the Ramada  Plaza  Hotel,  8105 Two Notch
Road, Columbia,  South Carolina, on Thursday, June 15, 2006, at 10:00 a.m. local
time.  The entire  cost of this  solicitation  will be paid by the  Company.  In
addition  to  solicitation  by mail,  arrangements  will be made with  brokerage
houses and other custodians, nominees and fiduciaries to send proxy materials to
their principals, and the Company may reimburse them for their expenses in doing
so. Personal solicitations may be conducted by directors, officers and employees
of the Company.  This Proxy  Statement and the  accompanying  proxy card will be
mailed to stockholders on or about April 28, 2006.

Voting Procedures

     The Company's common stock,  par value $0.0001 per share ("Common  Stock"),
is the only outstanding voting security of the Company. Holders of record of the
Common Stock at the close of business on April 17, 2006, are entitled to vote at
the Annual  Meeting and are  entitled  to one vote for each share  held.  At the
close of business on April 17, 2006, there were  _____________  shares of Common
Stock outstanding.

     Under  Article II,  Section 6 of the Amended  and  Restated  By-Laws of the
Company (the "By-Laws"), the holders of a majority of the shares of Common Stock
entitled  to vote at the Annual  Meeting,  present in person or  represented  by
proxy,  constitute  a quorum  for the  transaction  of  business  at the  Annual
Meeting.  The By-Laws further provide that if a quorum is initially present, the
stockholders of the Company may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum,  if any  action  taken is  approved  by a majority  of the  stockholders
initially  constituting a quorum for the meeting.  Abstentions,  shares that are
withheld as to voting with  respect to one or more of the  nominees for director
and shares held by a broker,  as nominee,  that are voted at the  discretion  of
such  broker on any matter will be counted in  determining  the  existence  of a
quorum.

     Under the  Company's  By-Laws,  directors are elected by a plurality of the
votes of shares of Common Stock present in person or represented by proxy at the
Annual  Meeting and entitled to vote in the election of  directors.  Shares that
are  withheld as to voting with  respect to a nominee for  director  will not be
treated as votes cast with respect to the election of directors. The proposal to
amend the Certificate of Incorporation of the Company to increase the authorized
number of shares of Common Stock from 60 million to 100 million will be approved
if it receives  the  affirmative  vote of the holders of a majority of shares of
Common Stock outstanding and entitled to vote on such matter. For such purposes,
abstentions  and shares  held of record by a broker,  as  nominee,  that are not
voted on such  proposal  will be treated as a vote  against such  proposal.  The
proposal  to  ratify  the  appointment  of  the  Company's   independent  public
accounting  firm for the year ending  December 31, 2006,  will be approved if it
receives the  affirmative  vote of the holders of a majority of shares of Common
Stock  present  in person or  represented  by proxy at the  Annual  Meeting  and
entitled to vote on such matter. For such purposes,  abstentions will be treated
as shares present and entitled to vote and,  consequently,  will be treated as a
vote  against  such  proposal.  However,  shares held of record by a broker,  as
nominee,  that are not  voted on such  proposal  will not be  treated  as shares
present and entitled to vote on such proposal and, accordingly,  will not affect
the outcome of such proposal.

Voting of Proxies

     The shares  represented by the accompanying proxy card and entitled to vote
will be voted if the proxy card is properly  signed and  received by the Company
prior to the  meeting.  Where a choice is  specified on any proxy card as to the
vote on any  matter to come  before  the  meeting,  the  proxy  will be voted in
accordance with such specification. Where no choice is specified, the proxy will
be voted for the election of the persons  nominated to serve as the directors of
the  Company  named in this  Proxy  Statement,  for the  proposal  to amend  the
Certificate of Incorporation of the Company to increase the authorized shares of
Common Stock from 60 million to 100 million,  and for the proposal to ratify the
appointment  of  Scott  McElveen  L.L.P.  as the  Company's  independent  public
accounting firm for the year ending December 31, 2006, and in such manner as the


                                       1


                               [Preliminary Copy]


persons named on the enclosed proxy card in their discretion determine upon such
other  business  that may  properly  come before the meeting or any  adjournment
thereof.  Any stockholder  giving a proxy has the right to revoke it at any time
before it is voted by giving  written  notice to the Company,  by attending  the
meeting  and  giving  notice  of his or her  intention  to vote in  person or by
executing and delivering to the Company a proxy bearing a later date.

         SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain information regarding the beneficial
ownership of shares of Common Stock as of April 1, 2006,  by: (i) each  director
and nominee for director of the Company;  (ii) each current executive officer of
the   Company   named  under  the   caption   "Executive   Compensation--Summary
Compensation  Table," below; (iii) each other person who is known by the Company
to beneficially  own more than five percent of the outstanding  shares of Common
Stock (a "five  percent  stockholder");  and (iv) all  directors  and  executive
officers as a group.  Except as set forth in the  footnotes  to the table below,
each of the  stockholders  identified  in the table  below has sole  voting  and
investment power over the shares beneficially owned by such person.




                                                                                           Percent of
                                                                   Number of Shares       Outstanding
DIRECTORS AND EXECUTIVE OFFICERS                                  Beneficially Owned      Shares Owned
- --------------------------------                                  ------------------      ------------
                                                                                     
Peter R. Wilson (1)                                                         385,067              *

Robert M. Price (2)                                                         441,179           1.04%

Wade H. Britt, III (3)                                                      375,500              *

Joseph A. Boyle (4)                                                       2,524,007           5.95%

S. Sean Douglas (5)                                                         153,700              *

Directors and executive officers as a group (5 persons)                   3,879,453           9.15%

FIVE PERCENT STOCKHOLDERS

The South Financial Group (6)                                             5,050,519          11.91%

Alan H. Fishman (7)                                                       2,337,898           5.52%


- -----------------------
*Indicates less than one percent.

(1)  Includes  options  to  acquire  105,000  shares  of Common  Stock  that are
     currently exercisable.
(2)  Includes  options  to  acquire  105,000  shares  of Common  Stock  that are
     currently exercisable.
(3)  Includes  options  to  acquire  300,000  shares  of Common  Stock  that are
     currently exercisable.  At Mr. Britt's request, Mr. Britt has not been
     nominated for re-election to the Board of Directors at the Annual Meeting.
(4)  Includes  options  to  acquire  1,195,000  shares of Common  Stock that are
     currently  exercisable.  Also includes  816,507 shares of Common Stock that
     may  be  acquired  upon  conversion  of  principal  and  accrued   interest
     associated with a convertible note in the principal amount of $125,000 held
     by Mr. Boyle.
(5)  Consists  entirely of options to acquire  Common  Stock that are  currently
     exercisable.
(6)  In March 2005,  The South  Financial  Group,  Inc.  ("The  South  Financial
     Group")  transferred  4,876,340 shares of the Company's Common Stock to The
     South Financial Group  Foundation (the  "Foundation")  and at April 1, 2006
     the Foundation  held 4,454,190  shares of the Company's  Common Stock.  The
     shares shown in the table above also include 596,329 shares of Common Stock
     that may be acquired  upon  conversion  of principal  and accrued  interest
     associated with a convertible note in the principal amount of $100,000 held
     by CF Investment  Company,  a subsidiary of The South Financial  Group. The
     South Financial Group's address is Post Office Box 1029, Greenville,  South
     Carolina, 29602.
(7)  Alan H. Fishman formerly served as the Company's Chairman of the Board. His
     address is 195 Montague Street, 14th Floor, Brooklyn, NY 11201.

The South Financial Group (formerly Carolina First Corporation)

     On November 8, 1995,  the Company  issued a warrant (the  "Warrant") to The
South Financial Group (formerly  Carolina First  Corporation)  that entitled The
South  Financial  Group to purchase an aggregate  of 6,666,340  shares of Common
Stock of the Company for a purchase  price of  approximately  $0.0001 per share.
The terms of the Warrant provided,  among other things,  that such warrant could
not be exercised by The South  Financial Group into a number of shares of Common
Stock equal to or greater than five percent of all outstanding  shares of Common
Stock of the  Company  unless The South  Financial  Group  obtained  the written


                                       2


                               [Preliminary Copy]


consent of the Board of Governors of the Federal  Reserve  System (the  "Federal
Reserve Board").  During 1997, The South Financial Group obtained the consent of
the Federal  Reserve  Board to exercise  the Warrant in full,  and in 2001,  The
South Financial Group exercised the warrant in full. In November 2003, The South
Financial  Group  acquired  a  convertible  note  issued by the  Company  in the
original principal amount of $100,000,  which is convertible into 500,000 shares
of Common Stock. In March 2005, The South Financial Group transferred all of the
shares of Common  Stock  acquired  upon  exercise  of the  Warrant  to The South
Financial Group Foundation. The South Financial Group Foundation currently holds
4,454,190  shares of the Company's Common Stock. We have treated all shares held
by The  South  Financial  Group  Foundation  as  beneficially  held by The South
Financial Group.

                               BOARD OF DIRECTORS

     The  business  and  affairs  of the  Company  are  managed  by or under the
direction  of the  Board of  Directors,  as  provided  by  Delaware  law and the
Company's  By-Laws.  The directors  establish overall policies and standards for
the Company and review the  performance  of  management.  The directors are kept
informed of the Company's  operations at meetings of the Board,  through reports
and analyses and through discussions with management.

Meetings of the Board

     The Board of Directors  met three times during the year ended  December 31,
2005. All directors participated in at least 75% of all meetings of the Board of
Directors  and the  committees  of the Board of  Directors  on which they served
during 2005.

Committees of the Board

     The  Board  of  Directors  has   established  an  Audit   Committee  and  a
Compensation  Committee.  There  is no  nominating  committee  of the  Board  of
Directors.

     The Audit Committee,  established in 1996, has the authority to appoint and
remove the Company's  independent  public  accounting  firm, with whom the Audit
Committee reviews the scope of audit and non-audit assignments and related fees,
the  accounting  principles  used by the Company in financial  reporting and the
adequacy of the Company's internal control procedures.  The members of the Audit
Committee,  which met twice during the year ended  December  31,  2005,  are Dr.
Peter R. Wilson  (Chairman)  and Robert M.  Price.  The Board of  Directors  has
adopted a charter for the Audit Committee, and a copy of the charter is attached
as Appendix A to the  Company's  Proxy  Statement,  dated April 27,  2004,  with
respect to the 2004 Annual Meeting of Shareholders.

         The Compensation Committee has the authority, among other things, to:
(i) determine the cash and non-cash compensation of each of the Company's
executive officers and any other employee with an annual salary in excess of
$100,000; (ii) consider and recommend to the Board such general and specific
employee equity and other incentives as it may from time to time deem advisable;
and (iii) administer the Company's stock option plans. The members of the
Compensation Committee, which met one time during the year ended December 31,
2005, are Robert M. Price (Chairman) and Dr. Peter R. Wilson.

     The Board of Directors has not established a nominating committee primarily
because it believes  that the current  composition  and size of the Board permit
candid and open discussion regarding potential new candidates for director.  The
entire Board of Directors currently operates as the nominating committee for the
Company,  and  all  directors  participate  in  the  consideration  of  director
nominees.  Of the four  directors  currently  serving on the Board,  the Company
believes that Dr. Peter R. Wilson and Robert M. Price are independent  directors
within  the  meaning  of Rule 4200 of the  National  Association  of  Securities
Dealers'  listing  standards.  There is no formal process or policy that governs
the manner in which the Company  identifies  potential  candidates for director,
and the Board of Directors has not adopted any specific,  minimum qualifications
that must be met to be nominated to serve as a director. Historically,  however,
the Board of Directors has considered  several factors in evaluating  candidates
for nomination to the Board,  including the candidate's knowledge of the Company
and its business,  the  candidate's  business  experience and  credentials,  and
whether  the  candidate  would  represent  the  interests  of all the  Company's
stockholders  as opposed to a specific group of  stockholders.  The Company does
not have a formal policy with respect to its  consideration of director nominees


                                       3


                               [Preliminary Copy]


recommended  by  stockholders  of the  Company  because  the Board of  Directors
believes that it has been able to give  appropriate  consideration to candidates
recommended  by  stockholders  in  prior  years  on  a  case-by-case   basis.  A
stockholder  who desires to recommend a candidate for nomination to the Board of
Directors  should do so in  writing  to the  Company  at 8807 A Two Notch  Road,
Columbia, South Carolina 29223 Attn: Chief Executive Officer.

Audit Committee Financial Expert

     The Board of Directors has determined that Dr. Peter R. Wilson is an "audit
committee  financial  expert" for purposes of the rules and  regulations  of the
Securities and Exchange Commission adopted pursuant to the Sarbanes-Oxley Act of
2002. Mr. Wilson also is an independent director within the meaning of Rule 4200
of the National Association of Securities Dealers' listing standards.

Nominees for Director

     Article  III,  Section 2 of the  By-Laws of the Company  provides  that the
Board of  Directors  shall  consist of at least  three and no more than  fifteen
members,  which  number will be  determined,  from time to time,  by  resolution
adopted by the Board of Directors of the Company. The Board of Directors has set
the number of directors at three. The three persons named below are nominated to
serve on the Board of Directors until the 2007 Annual Meeting of Stockholders or
until their  successors are elected and  qualified.  Each nominee is currently a
director of the Company.

     There is no formal  policy  regarding  attendance  by  directors  at annual
stockholder meetings, although attendance is encouraged. Last year, three of the
four directors of the Company  attended the 2005 Annual Meeting of  Stockholders
of the Company.

     The age and a brief  biographical  description of each nominee for director
are set forth below.

Joseph A. Boyle (52) has been a director  since March  2000.  Mr.  Boyle  became
President  and Chief  Executive  Officer  of the  Company  in  January  2000 and
Chairman in March 2001. Mr. Boyle has also served as Chief Financial  Officer of
the Company since  September  1996. Mr. Boyle also held the title of Senior Vice
President from  September  1996 to January 2000.  Mr. Boyle has also  previously
served as Secretary  and  Treasurer of the  Company.  To conserve the  Company's
limited financial  resources,  Mr. Boyle has from time to time adjusted his time
commitment to and compensation received from the Company. Since January 3, 2005,
Mr. Boyle has performed  consulting services for a local financial  institution.
From April 2003 to August 2004,  Mr. Boyle also was a partner of Elliott  Davis,
LLC, a South Carolina public accounting firm. Prior to joining the Company,  Mr.
Boyle  served as Price  Waterhouse,  LLP's  engagement  partner  for most of its
Kansas City,  Missouri financial services clients and was a member of the firm's
Mortgage  Banking Group.  Mr. Boyle was employed by Price  Waterhouse,  LLP from
June 1982 to August 1996.

Robert M.  Price (75) has served as a director  of the  Company  since  November
1994.  He has been  President of PSV,  Inc., a  technology  consulting  business
located in Burnsville,  Minnesota,  since 1990. Between 1961 and 1990, Mr. Price
served in various executive  positions,  including  Chairman and Chief Executive
Officer,  with Control Data Corporation,  a mainframe computer  manufacturer and
business  services  provider.  Mr. Price is a graduate of Duke  University,  and
earned a master's degree at the Georgia Institute of Technology.  Mr. Price is a
director of Public Service Company of New Mexico and Datalink Corporation.

Dr.  Peter R. Wilson  (52) has been a director of the Company  since March 1994.
Dr.  Wilson  served as Secretary  of the Company from March 1994 until  February
1996 and has been an Associate Professor at the Fuqua School of Business at Duke
University  since  September  1991.  He was an  Assistant  Professor at New York
University's  Stern School of Business between January 1983 and August 1991. Dr.
Wilson  teaches  in the  areas of  financial  accounting,  financial  reporting,
financial  statement  analysis  and  strategic  cost  management.  He  earned  a
bachelor's degree and a Ph.D. in accounting at the University of North Carolina.


                                       4


                               [Preliminary Copy]

Compensation of Directors

     From April 1999 to March 2002,  the  Company  had a policy  under which all
non-employee  directors of the Company received a fee of $2,000 for each meeting
attended  in person and $500 for each  meeting  attended by  teleconference.  In
addition,  each  non-employee  director was entitled to receive an annual grant,
effective on the fifth business day after each annual stockholders'  meeting, of
an  option  to  acquire  5,000  shares of  Common  Stock.  Each  such  option is
exercisable at the closing sales price of shares of Common Stock on the business
day immediately prior to the date of grant, is immediately exercisable and has a
term of five years from the date of grant. Under this policy,  each of Mr. Price
and Mr. Wilson has received  options to acquire an aggregate of 15,000 shares of
Common Stock at exercise  prices ranging from $0.08 to $1.56 per share.  Options
granted to Mr.  Price and Mr.  Wilson  under  this  policy in 1999 and 2000 have
expired.  On January 20, 2003,  the Company  issued to each of Mr. Price and Mr.
Wilson  141,667 shares of its Common Stock in  satisfaction  of all cash amounts
owed by the Company to these directors under this policy.

     In March 2002, the Board of Directors approved a new director  compensation
program  under  which all  non-employee  directors  receive a one-time  grant of
options to purchase  100,000 shares of the Company's  stock at the closing sales
price of the Company's Common Stock on the business day immediately prior to the
date of grant.  Such options vest ratably over the two-year period following the
date of grant.  Under the program,  Mr.  Price and Mr.  Wilson each were granted
options to purchase 100,000 shares at $0.09 per share on March 20, 2002, and Mr.
Britt was  granted an option to  purchase  100,000  shares at $0.15 per share on
November 22, 2002. In addition,  any new non-employee  director appointed to the
Board will be granted  options to purchase  100,000 shares at the time of his or
her election to the Board. Under the new program,  directors are not entitled to
receive any cash or other compensation for their service as directors. The Board
of Directors  may  determine  to change the  Company's  policy for  compensating
non-employee directors at any time and for any reason.

     All  directors  are  reimbursed  for  out-of-pocket  expenses  incurred  in
attending any meetings.  In addition, in June 2002, the Company issued Mr. Britt
70,000 shares of Common Stock as a finders' fee in  connection  with the sale by
the Company of certain of its convertible notes.

     The Company formerly had in place the Non-employee  Directors' Stock Option
Plan of Affinity  Technology Group, Inc. (the "Directors'  Option Plan"),  under
which directors who are not employees of the Company or any of its  subsidiaries
were entitled to receive options to purchase shares of Common Stock. All options
granted under the Directors' Option Plan have expired. The Company has suspended
any further grants under the Directors' Option Plan.

Code of Ethics

     The Board of Directors has adopted a Code of Ethics for the Company's Chief
Executive  Officer  and all  other  senior  financial  officers,  including  the
principal accounting officer. The Company has filed a copy of the Code of Ethics
as Exhibit 14 to its Annual Report on Form 10-K for the year ended  December 31,
2003.

Stockholder Communications with Directors

     The  Board  of  Directors  has  not  adopted  a  formal  process  by  which
stockholders may communicate with the Board of Directors. However, a stockholder
who desires to communicate with one or more of the Company's directors may do so
by sending a written  communication  to the  Company  at 8807 A Two Notch  Road,
Columbia,  South Carolina 29223, Attn: Chief Executive Officer. The Company will
provide all such written  communications  to the individual  director(s) to whom
such communications are directed.


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                               [Preliminary Copy]

                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The  following  table  sets  forth  information  concerning  the annual and
long-term  compensation  earned by the Company's executive officers for services
rendered to the Company and its  subsidiaries  in all  capacities  for the years
ended December 31, 2005, 2004, and 2003.




                                                                                                                Long Term
                                                                                                              Compensation
                                                                                                                 Awards
                                                                      Annual Compensation                 Securities Underlying
Name and Principal Position                  Year         Salary            Bonus            Other          Options/SARs (#)
- ---------------------------                  ----         -------           -----            -----          ----------------
                                                                                        
Joseph A. Boyle                              2005     $    24,000 (1)    $       -      $     3,180 (2)                 -
    President, Chief Executive Officer,      2004          50,307 (3)            -            2,907 (4)                 -
    and Chief Financial Officer              2003          46,508 (5)            -                -                     -

S. Sean Douglas                              2005     $   100,000 (6)    $       -      $     3,180 (7)                 -
    Executive Vice President, and Chief      2004         100,000 (8)            -            3,180 (9)                 -
    Operating Officer                        2003          95,120(10)            -            2,079 (11)          125,000
- ---------------------------------------------------------------------------------------------------------------------------------



(1)  Amount represents accrued compensation which has not been paid to Mr. Boyle
     due to the limited cash resources of the Company.
(2)  Amount  represents  accrued  payments to Mr. Boyle for the  maintenance  of
     health insurance  coverage under a non-company  sponsored plan. The Company
     discontinued offering health insurance coverage to its employees in 2003 in
     an effort to conserve cash resources.
(3)  Amount  represents  cash  compensation of $34,615 Mr. Boyle received during
     the  period  August  20,  2004  through   December  31,  2004  and  accrued
     compensation  of $15,692 for the period  January 1, 2004 through August 19,
     2004 which has not been paid to Mr. Boyle due to the limited cash resources
     of the Company.
(4)  Amount  includes $2,295 in payroll taxes paid on Mr. Boyle's behalf related
     to  issuance  of 500,000  shares of Common  Stock in 2002.  The amount also
     includes  payments  of $612 to Mr.  Boyle  for the  maintenance  of  health
     insurance  coverage  under  a  non-company   sponsored  plan.  The  Company
     discontinued offering health insurance coverage to its employees in 2003 in
     an effort to conserve cash resources.
(5)  Amount  represents  cash  compensation of $27,308 Mr. Boyle received during
     the period January 1, 2003 through March 31, 2003 and accrued  compensation
     of $19,200 for the period April 1, 2003 through December 31, 2003 which has
     not  been  paid to Mr.  Boyle  due to the  limited  cash  resources  of the
     Company.
(6)  Amount  represents cash  compensation of $35,738 paid to Mr. Douglas during
     2005 and accrued  compensation  of $64,262 for 2005 which has not been paid
     to Mr. Douglas due to the limited cash resources of the Company.
(7)  Amount  represents  cash  payments  of  $1,712 to Mr.  Douglas  in 2005 and
     accrued  payments of $1,468 in 2005 for the maintenance of health insurance
     coverage  under a  non-company  sponsored  plan.  The Company  discontinued
     offering health insurance coverage to its employees in 2003 in an effort to
     conserve cash resources.
(8)  Amount  represents cash  compensation of $75,600 paid to Mr. Douglas during
     2004 and accrued  compensation  of $24,400 for 2004 which has not been paid
     to Mr. Douglas due to the limited cash resources of the Company.
(9)  Amount  represents  payments to Mr.  Douglas for the  maintenance of health
     insurance  coverage  under  a  non-company   sponsored  plan.  The  Company
     discontinued offering health insurance coverage to its employees in 2003 in
     an effort to conserve cash resources.
(10) Amount  represents cash  compensation of $75,600 paid to Mr. Douglas during
     2003 and accrued  compensation  of $19,520 for 2003 which has not been paid
     to Mr. Douglas due to the limited cash resources of the Company.
(11) Amount  represents  payments to Mr.  Douglas for the  maintenance of health
     insurance  coverage  under  a  non-company   sponsored  plan.  The  Company
     discontinued offering health insurance coverage to its employees in 2003 in
     an effort to conserve cash resources.


                                       6


                               [Preliminary Copy]

Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year-End
Option/SAR Values

     The following table sets forth the number of shares of the Company's Common
Stock  covered by  outstanding  stock  options held by the  Company's  executive
officers  at  December  31,  2005 and the  value of those  options  based on the
closing  share  price of $0.08  on  December  31,  2005.  None of the  Company's
executive  officers  exercised  any options  during the year ended  December 31,
2005.

                                 Number of
                                 Securities                Value of
                                 Underlying               Unexercised
                                 Unexercised              In-the-Money
                                Options/SARs              Options/SARs
                                at FY-End (#)             at FY-End ($)
                                -------------             -------------
                                 Exercisable/             Exercisable/
     Name                       Unexercisable            Unexercisable

     Joseph A. Boyle            1,195,000 / 0              $ 0 / $ 0
     S. Sean Douglas          136,880 / 115,000            $ 0 / $ 0


Option / SAR Grants in Last Fiscal Year


     No options were granted to the Company's executive officers during 2005.


Compensation Committee Interlocks and Insider Participation

     No  interlocking   relationships  exist  between  the  Company's  Board  of
Directors or  Compensation  Committee and the board of directors or compensation
committee  of any  other  company,  nor has any such  interlocking  relationship
existed in the past.


                                       7


                               [Preliminary Copy]

                                PERFORMANCE GRAPH

     The graph set forth below  compares,  for the  five-year  period  beginning
January 1, 2001, the  "cumulative  stockholder  return" to  stockholders  of the
Company as  compared  with the return of The Nasdaq  Stock  Market  Index  (U.S.
Companies) (the "Nasdaq Market Index") and of the Hemscott Computer Software and
Sources  Group Index  ("Hemscott  Software  and  Services  Group").  "Cumulative
stockholder  return" has been  computed  assuming an  investment of $100, at the
beginning  of the period  indicated,  in the Common Stock of the Company and the
stock of the  companies  included in the Nasdaq  Market  Index and the  Hemscott
Software and Services Group, and assuming the reinvestment of dividends.



                  ****PLEASE SEE ATTACHED SUPPLEMENTAL PDF****



                                               Hemscott            Affinity
                            Nasdaq      Software and Services  Technology Group,
     Dates               Market Index           Group               Inc.
    ----------------------------------------------------------------------------
     January 1, 2001          100.00            100.00             100.00
     December 31, 2001         79.71             88.60              44.00
     December 31, 2002         55.60             60.34              96.00
     December 31, 2003         83.60             78.03             124.00
     December 31, 2004         90.63             85.70              40.00
     December 31, 2005         92.62             85.91              60.80


                                       8


                               [Preliminary Copy]

                      REPORT OF THE COMPENSATION COMMITTEE
                                       ON
                             EXECUTIVE COMPENSATION

     This  report  has  been  prepared  to  describe  the  Company's   executive
compensation policies and the basis for the compensation earned by the Company's
President and Chief Executive Officer during the year ended December 31, 2005.

Overview

     The  Compensation  Committee  of the Board of  Directors of the Company was
formed in July 1995 to approve certain matters with respect to compensation paid
to highly compensated  employees of the Company,  including  executive officers.
The Committee,  which currently consists of two non-employee directors,  has the
authority,  among  other  things,  to:  (i)  determine  the  cash  and  non-cash
compensation of each of the Company's  executive officers and any other employee
with an annual salary in excess of $100,000;  (ii) consider and recommend to the
Board such general and specific  employee equity and other  incentives as it may
from time to time deem  advisable;  and (iii)  administer  the  Company's  stock
option plans. The Committee  currently consists of Robert M. Price and Dr. Peter
R. Wilson.

Components of Compensation

     Executive  compensation  presently consists of base salaries and options to
acquire Common Stock of the Company.

     Base  Salaries.  Base  salaries paid to the  Company's  executive  officers
reflect their time  commitment to the Company.  In this regard,  the Company has
from time to time  adjusted Mr.  Boyle's  compensation  to reflect the amount of
time he devotes to the Company.  In 2002, the Company increased the compensation
payable to Mr. Douglas to reflect the increase in his  responsibilities  for the
Company.

     Options.  By awarding stock options to executive officers that otherwise do
not have a significant  equity interest in the Company,  the Company attempts to
align the  interests  of its  executive  officers  with  those of the  Company's
stockholders.  The Compensation Committee has not adopted any objective criteria
that relate the number of options granted to executive officers to the Company's
performance.  However, the Company has attempted to use its option plan to offer
a significant component of potential compensation paid to executive officers. No
stock options were granted in 2005 and as of April 1, 2006 the 1996 Stock Option
Plan has been closed for the purpose of issuing options.

Compensation Paid to the Chief Executive Officer

     From time to time Mr. Boyle has adjusted his time commitment to the Company
as  circumstances  have  required.  During 2005 Mr.  Boyle worked on a part time
basis and the  Company  accrued  compensation  at an annual  rate of $24,000 per
year. Such amount will be paid to Mr. Boyle if and when the cash position of the
Company improves.


                                       9


                               [Preliminary Copy]

     Section 162(m) of the Internal Revenue Code of 1986, as amended,  limits to
$1 million the deductible amount of compensation paid to certain officers unless
certain actions are taken by the Company.  Generally, the Company's stock option
plans have been  designed to qualify for a deduction  without  limitation  under
these rules.  Due to current  salary  levels,  the Company  believes  that it is
unlikely  that the  application  of these rules will  prevent  the Company  from
claiming a deduction for the amount of compensation paid to executive officers.

     This report is submitted by the Compensation Committee of the Company.

                                            Compensation Committee:
                                                 Robert M. Price
                                                 Dr. Peter R. Wilson


                          REPORT OF THE AUDIT COMMITTEE

     Pursuant  to its  written  charter,  the  Audit  Committee  of the Board of
Directors  oversees the Company's  financial  reporting process on behalf of the
Board of Directors. Each member of the Audit Committee is independent within the
meaning of Rule 4200 of the National  Association of Securities Dealers' listing
standards.  Management has the primary  responsibility  for the Company's Annual
Report,  including the quality of the accounting principles,  the reasonableness
of  significant  judgments  and the  clarity  of  disclosures  in the  financial
statements.

     The  Committee  reviewed and  discussed  the  Company's  audited  financial
statements with management and the Company's independent public accounting firm,
which is  responsible  for  expressing  an  opinion on the  conformity  of those
audited financial statements with generally accepted accounting principles.  The
Committee has discussed with the independent  public accounting firm the matters
required  by  Statement  on  Auditing  Standards  61  (Communication  with Audit
Committees).  In addition,  the Committee  discussed with the independent public
accounting  firm  the  firm's  independence  from  management  and the  Company,
including receipt of the written disclosures and the letter from the independent
public accounting firm required by Independence  Standards Board, Standard No. 1
(Independence  Discussion with Audit Committees).  If applicable,  the Committee
also  considers  the  compatibility  of  non-audit   services  provided  by  the
independent public accounting firm with the firm's independence.

     Based on the reviews and discussions referred to above, the Audit Committee
has  recommended  to the Board of Directors that the Board approve the inclusion
of the audited financial  statements in the Company's Annual Report on Form 10-K
for the year ended  December 31, 2005, as filed with the Securities and Exchange
Commission.

                                            Audit Committee:
                                                 Dr. Peter R. Wilson
                                                 Robert M. Price


                                       10


                               [Preliminary Copy]

                                 ACCOUNTING FEES


     The  following  table  presents  fees billed by Scott  McElveen,  LLP,  the
Company's  independent  public  accounting firm, for 2005 and 2004 for (i) audit
fees, (ii) audit related fees, (iii) tax fees, and (iv) all other fees:


                                              2005               2004
                                        ------------------ ------------------
              Audit Fees                          $27,500            $27,500
              Audit Related Fees                        -                  -
              Tax Fees                                  -                  -
              All Other Fees                            -                  -
                                        ------------------ ------------------
              Total Fees                          $27,500            $27,500
                                        ================== ==================

Pre-Approval Policy

     The Audit  Committee's  policy is to  pre-approve  all audit and  non-audit
services  provided by the independent  public accounting firm. Under the policy,
and in accordance with the  Sarbanes-Oxley  Act of 2002, the Audit Committee may
delegate  pre-approval  authority  to one or more of its members.  However,  any
member  to whom  such  authority  is  delegated  is  required  to  report on any
pre-approval decisions to the Audit Committee at its next scheduled meeting. The
Audit  Committee  did not fail to  pre-approve  any of the services  provided by
Scott McElveen L.L.P. during 2005.


                           PROPOSALS TO BE VOTED UPON

Election of Directors

     The  three   individuals   set   forth   under   the   caption   "Board  of
Directors-Nominees  for Director"  have been nominated by the Board of Directors
for  election  at the 2006  Annual  Meeting of  Stockholders.  Each  nominee for
director has  indicated  that he is willing and able to serve as a director,  if
elected. However, if any nominee should become unable to serve or for good cause
will not serve,  the persons named on the enclosed proxy card will vote for such
other nominees and substituted nominees as designated by the Board of Directors.

Proposed Amendment to Certificate of Incorporation

     The Board of  Directors  of the Company  believes  that it is  advisable to
amend the Certificate of  Incorporation of the Company to increase the number of
authorized shares of Common Stock to 100,000,000.  If this amendment is approved
by  the  stockholders  of the  Company,  Article  Four  of  the  Certificate  of
Incorporation  of the Company  will be amended  and  restated  in  substance  as
follows:

     "The Corporation is authorized to issue two (2) classes of capital stock to
     be designated,  respectively,  Preferred  Stock, par value $.0001 per share
     ("Preferred  Stock"), and Common Stock, par value $.0001 per share ("Common
     Stock").  The total number of shares of capital stock that the  Corporation
     is authorized to issue is one hundred and five million  (105,000,000).  The
     total number of shares of Preferred Stock that the  Corporation  shall have
     authority to issue is five million (5,000,000).  The total number of shares
     of Common Stock that the  Corporation  shall have authority to issue is one
     hundred million (100,000,000)."

     The Company  currently is authorized to issue 65,000,000  shares of capital
stock,  consisting of 5,000,000 shares of Preferred Stock and 60,000,000  shares
of Common Stock. The proposed amendment does not affect the number of authorized
shares of Preferred  Stock.  As of April 17, 2006,  the record date for the 2006
Annual Meeting of  Shareholders,  there were  __________  shares of Common Stock
issued and outstanding and no shares of Preferred Stock issued and  outstanding.
In addition,  there were __________ shares of Common Stock reserved for issuance
upon  conversion of  outstanding  principal and interest  under the Company's 8%
convertible  secured  notes and exercise of options  granted under the Company's
stock option plans.


                                       11


                               [Preliminary Copy]

     The  Company  believes  that it is  advisable  to  increase  the  number of
authorized shares of Common Stock to provide the Company with the flexibility to
issue  additional  shares of Common Stock in the future to raise capital and for
other  corporate  purposes.  Although there are currently no plans,  agreements,
commitments  or  understandings  for the  issuance of the  additional  shares of
Common Stock that would be authorized upon adoption of the proposed amendment to
the Certificate of Incorporation,  the Company believes the availability of such
shares  will  allow the  Company to act  promptly  if  opportunities  arise that
require  the  availability  of  additional  shares,  including  capital  raising
opportunities  involving  the issuance of  additional  shares of Common Stock or
debt or equity  securities  convertible  or  exercisable  into  shares of Common
Stock.  Because no additional action or authorization by the stockholders of the
Company will be necessary prior to the issuance of such shares,  such shares may
be  issued  as and when  needed  without  the delay  and  expense  of  obtaining
stockholder approval.

     The newly  authorized  shares of Common  Stock  will have  voting and other
rights  identical to those of the currently  authorized  shares of Common Stock.
Stockholders  of the Company do not have  preemptive  rights to purchase any new
issue of Common Stock to maintain their proportionate ownership of Common Stock.

     An increase in the authorized number of shares of Common Stock may have the
effect  of  making  it  more  difficult  for a third  party  to  acquire,  or of
discouraging a third party from  attempting to acquire,  control of the Company.
For example,  the issuance of a substantial  number of shares of Common Stock to
persons who have an understanding  with the Company with regard to the voting of
such shares,  or the  distribution or dividend of shares of Common Stock (or the
right to receive  Common  Stock) to  stockholders  of the Company,  may have the
effect of preventing or discouraging  unsolicited attempts to acquire control of
the Company. In addition, the issuance of additional shares of Common Stock will
reduce the percentage ownership of stockholders of the Company.

     To be approved, the proposed amendment must receive the affirmative vote of
the holders of a majority of the outstanding  shares of Common Stock entitled to
vote. The Board of Directors  unanimously  recommends that the stockholders vote
FOR this proposal.

Appointment of Independent Public Accounting Firm

     The firm of Scott  McElveen  L.L.P.,  Columbia,  South  Carolina,  has been
appointed by the Audit Committee as the Company's  independent public accounting
firm for the year ending  December 31,  2006,  subject to  ratification  of that
appointment by the stockholders of the Company.  Scott McElveen L.L.P. has acted
as the  independent  public  accounting  firm for the Company  since March 2002.
Representatives  of Scott  McElveen  L.L.P.  are  expected  to be present at the
Annual  Meeting with the  opportunity  to make a statement if they so desire and
will also be available to respond to appropriate questions.

     The persons named on the accompanying proxy card intend to vote in favor of
the  ratification  of the  appointment of Scott McElveen L.L.P. as the Company's
independent public accounting firm for the year ending December 31, 2006, unless
a  contrary  choice  is  indicated  on the  enclosed  proxy  card.  The Board of
Directors unanimously recommends that each stockholder vote FOR this proposal.


                            PROPOSALS BY STOCKHOLDERS

     Under certain conditions, stockholders may request the Company to include a
proposal for action at a forthcoming  meeting of the stockholders of the Company
in the  proxy  material  of the  Company  for such  meeting.  All  proposals  of
stockholders intended to be presented at the 2007 Annual Meeting of Stockholders
of the Company  must be received by the Company no later than  December 29, 2006
for inclusion in the Proxy Statement and proxy card relating to such meeting.

     In  addition,  under  Article  II,  Section  9 of  the  Company's  By-Laws,
nominations  for  election  as a  director  of the  Company  and  proposals  for
stockholder  action  must be made in writing and be  delivered  or mailed to the
Company (i) in the case of an annual meeting of stockholders  that is called for
a date  that is  within 30 days  before  or after  the  anniversary  date of the
immediately preceding annual meeting of stockholders,  not less than 60 days nor
more  than 90 days  prior  to such  anniversary  date and (ii) in the case of an


                                       12


                               [Preliminary Copy]

annual meeting of  stockholders  that is called for a date that is not within 30
days before or after the anniversary  date of the immediately  preceding  annual
meeting of  stockholders,  or in the case of a special meeting of  stockholders,
not later than the close of business on the tenth day following the day on which
the notice of meeting was mailed or public disclosure of the date of the meeting
was made,  whichever  occurs  first.  Such  notification  must contain a written
statement of the stockholder's proposal and of the reasons therefore and, in the
case of a  nomination  for  director,  nominations  must  contain the  following
information to the extent known by the notifying stockholder:  (a) the name, age
and address of each  proposed  nominee;  (b) the  principal  occupation  of each
proposed nominee; (c) the nominee's  qualifications to serve as a director;  (d)
the name and residence address of the notifying stockholder;  and (e) the number
of shares owned by the notifying stockholder.  Nominations or proposals not made
in accordance  with these  procedures  may be disregarded by the chairman of the
meeting in his  discretion,  and upon his  instructions  all votes cast for each
such nominee or for such proposal may be disregarded.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
directors and certain officers of the Company, and persons who own more than 10%
of the  outstanding  shares  of the  Company's  Common  Stock,  to file with the
Securities and Exchange  Commission (the "SEC") initial reports of ownership and
reports of changes in  ownership of Common  Stock.  Such persons are required by
SEC  regulations  to furnish the Company with copies of all Section  16(a) forms
they file.  Based on the Company's  review of the reports filed during 2005, the
Company believes that all such reports were filed on a timely basis, except that
the Company has not received a report from The South Financial Group with regard
to its  transfer  of  shares  of  Common  Stock  to The  South  Financial  Group
Foundation  or the  Foundation's  subsequent  sale of a portion of its shares of
Common Stock.

                                  OTHER MATTERS

     The  management  of the  Company  knows of no other  business  that will be
presented for consideration at the Annual Meeting. However, if other matters are
properly  presented at the meeting,  it is the intention of the persons named on
the  accompanying  proxy card to vote such proxies in accordance with their best
judgment.


                               By order of the Board of Directors:


                               /s/ Joseph A. Boyle
                               --------------------------------------
                               Joseph A. Boyle
                               Chairman, President and Chief Executive Officer

April 28, 2006


                                       13


                               [Preliminary Copy]

                                   PROXY CARD
                         AFFINITY TECHNOLOGY GROUP, INC.
                              8807 A Two Notch Road
                               Columbia, SC 29223

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
           -----------------------------------------------------------

The  undersigned  hereby appoints Joseph A. Boyle and S. Sean Douglas as agents,
each with the power to appoint his  substitute,  and hereby  authorizes  each of
them to represent and to vote, as designated on the reverse side, all the shares
of Common Stock of Affinity Technology Group, Inc. held by the undersigned as of
the  close of  business  on April 17,  2006 at the 2006  Annual  Meeting  of the
Stockholders of Affinity  Technology Group, Inc. to be held on June 15, 2006, at
10:00 a.m.  at the Ramada  Plaza  Hotel,  8105 Two Notch Road,  Columbia,  South
Carolina, 29223 and at any adjournment thereof.

                                (see other side)
- --------------------------------------------------------------------------------
                              FOLD AND DETACH HERE


            |X| Please mark your votes as indicated in this example.

1.   ELECTION OF DIRECTORS

     |_|  FOR all nominees listed
          (except as marked to the contrary)

     |_|  WITHHOLD AUTHORITY
          to vote for all nominees listed

     (Instruction:  To withhold  authority to vote for any  individual  nominee,
     write that nominee's name on the space provided below.)

             -------------------------------------------------------
                Joseph A. Boyle, Robert M. Price, Peter R. Wilson

2.   PROPOSAL  TO AMEND THE  CERTIFICATE  OF  INCORPORATION  OF THE  COMPANY  TO
     INCREASE THE NUMBER OF  AUTHORIZED  SHARES OF COMMON STOCK FROM  60,000,000
     SHARES TO 100,000,000 SHARES.

     |_|  FOR                  |_|  AGAINST             |_|  ABSTAIN

3.   PROPOSAL TO RATIFY THE  APPOINTMENT OF SCOTT McELVEEN  L.L.P.,  INDEPENDENT
     PUBLIC ACCOUNTING FIRM, FOR THE YEAR ENDING DECEMBER 31, 2006.

     |_|  FOR                  |_|  AGAINST             |_|  ABSTAIN

4.   IN THEIR  DISCRETION,  THE PROXY  AGENTS ARE  AUTHORIZED  TO VOTE UPON SUCH
     OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

This  proxy,  when  properly  dated and  executed,  will be voted in the  manner
directed  herein by the undersigned  stockholder.  If no direction is made, this
Proxy  will be voted  for all the  nominees  for  director  named  above and for
Proposals 2 and 3.


                                       14


                               [Preliminary Copy]

Please  sign  exactly  as name  appears  below.  When  shares  are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by president  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.


- ------------------------------------------
Signature

- ------------------------------------------
Signature if held jointly

DATED: ______________________________ , 2006

PLEASE MARK,  SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,  USING THE ENCLOSED
ENVELOPE.

                              FOLD AND DETACH HERE




                                       15