<PAGE>
                                                                    EXHIBIT 10.1

                           SIXTH AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT


         THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into effective as of November 13, 2002 (the
"Effective Date") by and among ACE CASH EXPRESS, INC., a Texas corporation (the
"Borrower"), the lenders party to the Credit Agreement (as defined below)
(collectively, together with all successors and assigns, the "Lenders"), WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national banking association, as agent
for the Lenders (the "Agent"), BANK OF AMERICA, N.A., a national banking
association, as syndication agent for the Lenders (the "Syndication Agent"),
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly
known as FIRST UNION NATIONAL BANK ("Wachovia"), and JPMORGAN CHASE BANK, a New
York state banking corporation, formerly known as THE CHASE MANHATTAN BANK
("Chase"), both as managing agents for the Lenders (Wachovia and Chase, in such
capacities, are hereby referred to as the "Managing Agents") (collectively, the
Agent, the Syndication Agent and the Managing Agents are referred to as the
"Agents").

                             PRELIMINARY STATEMENTS

         A. The Borrower, the Lenders and the Agents have entered into that
certain Amended and Restated Credit Agreement, dated as of November 9, 2000, as
amended by that certain Amendment to Amended and Restated Credit Agreement, by
and among the Borrower, the Lenders and the Agents, dated as of February 21,
2001, as further amended by that certain Second Amendment to Amended and
Restated Credit Agreement, by and among the Borrower, the Lenders and the
Agents, dated as of November 7, 2001, as further amended by that certain Third
Amendment to Amended and Restated Credit Agreement, by and among the Borrower,
the Lenders and the Agents, dated as of December 31, 2001, as further amended by
that certain Fourth Amendment to Amended and Restated Credit Agreement, by and
among the Borrower, the Lenders and the Agents, dated as of April 30, 2002, and
as further amended by the Fifth Amendment to Amended and Restated Credit
Agreement, by and among the Borrower, the Lenders and the Agents, dated as of
October 31, 2002 (as amended, the "Credit Agreement").

         B. The Borrower has advised the Agent and the Lenders that the Borrower
desires to form a special purpose limited liability company or business trust
("ACE Funding"), as a wholly-owned subsidiary of the Borrower.

         C. The Borrower, the Lenders and the Agents desire to amend the Credit
Agreement and the other Credit Documents as hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:



                                       1
                                                                 Sixth Amendment

<PAGE>

                                    AGREEMENT


ARTICLE I. DEFINITIONS

         SECTION 1.02 Certain Defined Terms. Capitalized terms used in this
Amendment are used as defined in the Credit Agreement, as amended hereby, unless
otherwise stated.

ARTICLE II. AMENDMENT

         SECTION 2.01 Amendment to Section 1.01; Amendment and Restatement of
Certain Defined Terms. Effective as of the Effective Date, the following
definitions contained in Section 1.01 of the Credit Agreement are hereby amended
and restated in their entirety to read as follows:

                   "Applicable Margin" shall mean the following percentages per
         annum applicable to the following Types of Loans, which percentages
         shall be added to the applicable interest rates for purposes of
         calculating the interest rates payable to the Lenders, as more fully
         described by Section 2.05.

<Table>
<Caption>
                                                  ALTERNATE BASE           REFERENCE
                                                  RATE APPLICABLE        RATE APPLICABLE
               TYPE OF LOANS                          MARGIN                 MARGIN
               -------------                      ---------------        ---------------
<S>                                               <C>                    <C>
          Revolving Credit Loan                        3.50%                  4.50%

          Seasonal Revolving Credit Loan               4.00%                   N/A
</Table>

                  "Available Commitment Amount" shall mean at any date of
         determination (i) with respect to the Revolving Credit Commitment, the
         Total Revolving Credit Commitment, minus the average daily unpaid
         principal balance of the Revolving Credit Loans since the later to
         occur of November 13, 2002 and the last date of payment of the
         Commitment Fee with respect to the Revolving Credit Commitment, as
         described in Section 2.06(a) hereof and (ii) with respect to the
         Seasonal Revolving Credit Commitment, the Total Seasonal Revolving
         Credit Commitment, minus the average daily unpaid principal balance of
         the Seasonal Revolving Credit Loans since the later to occur of
         November 13, 2002 and the last date of payment of the Commitment Fee
         with respect to the Seasonal Revolving Credit Commitment, as described
         in Section 2.06(a).

                  "Final Maturity Date" shall mean October 31, 2003.

                  "Fixed Rate" shall mean a fixed interest rate equal to fifteen
         percent (15.0%) per annum.



                                       2
                                                                 Sixth Amendment
<PAGE>

                  "Interest Payment Date" shall mean (a) with respect to any
         Revolving Credit Loan that is an Alternate Base Loan, (i) the last
         Business Day of each month commencing on the month following the
         Closing Date and (ii) the Revolving Credit Termination Date, (b) with
         respect to any Seasonal Revolving Credit Loan that is an Alternate Base
         Loan, (i) the last Business Day of each month commencing on the month
         following the Closing Date and (ii) the Seasonal Revolving Credit
         Termination Date, (c) with respect to any Reference Rate Loan, (i) the
         last Business Day of each month commencing on the month following the
         Closing Date and (ii) the Revolving Credit Termination Date and (d)
         with respect to any Fixed Rate Loan, (i) the last Business Day of each
         month commencing on the month following the Closing Date and (ii) the
         Term Loan Termination Date.

                  "Interest Period" shall mean, as to any (i) Alternate Base
         Loan, the period commencing on the date of such Alternate Base Loan and
         ending on the numerically corresponding day (or, if there is no
         numerically corresponding day, on the last day) in the calendar month
         that is one (1) month thereafter, as the Borrower may elect with
         respect to its Alternate Base Loans; and (ii) Reference Rate Loan, the
         period commencing on the date of such Reference Rate Loan and ending on
         the numerically corresponding day (or, if there is no numerically
         corresponding day, on the last day) in the calendar month that is one
         (1) month thereafter, as the Borrower may elect with respect to its
         Reference Rate Loans; provided, however, that (a) if an Interest Period
         would otherwise end on a day that is not a Business Day, such Interest
         Period shall be extended to the next succeeding Business Day unless
         such next succeeding Business Day would fall in the next calendar
         month, in which case such Interest Period shall end on the next
         preceding Business Day, (b) no Interest Period shall (i) with respect
         to a Term Loan, end later than the Term Loan Termination Date, (ii)
         with respect to a Revolving Credit Loan, end later than the Revolving
         Credit Loan Termination Date, and (iii) with respect to a Seasonal
         Revolving Credit Loan, end later than the Seasonal Revolving Credit
         Loan Termination Date, and (c) interest shall accrue from and including
         the first day of an Interest Period to but excluding the last day of
         such Interest Period.

                  "Loan" shall mean any Term Loan, any Revolving Credit Loan or
         any Seasonal Revolving Credit Loan.

                  "Notes" shall mean, collectively, the Term Notes, the
         Revolving Credit Notes and the Seasonal Revolving Credit Notes of the
         Borrower, executed and delivered as provided in Section 2.04 hereof.

                  "Revolving Credit Notes" shall mean the Amended and Restated
         Revolving Credit Notes of the Borrower, executed and delivered as
         provided in Section 2.04 hereof, in substantially the form of Exhibit B
         annexed hereto, as amended, modified, supplemented or extended from
         time to time.



                                       3
                                                                 Sixth Amendment

<PAGE>

                  "Total Commitment" shall mean the sum of the Lenders' Total
         Term Loan Commitment, Total Revolving Credit Commitment and Total
         Seasonal Revolving Credit Commitment, as the same may be terminated or
         reduced from time to time in accordance with the provisions of this
         Agreement.

         SECTION 2.02 Amendment to Section 1.01; Addition of Certain Defined
Terms. Effective as of the date hereof, the following definitions shall be added
to Section 1.01 of the Credit Agreement in alphabetical order:

                  "ACE Funding" shall mean a special purpose limited liability
         company or business trust to be formed by the Borrower after November
         13, 2002 as a wholly-owned Subsidiary of the Borrower.

                  "Contingency Fee" shall have the meaning assigned to such term
         in Section 2.06(c) hereof.

                  "Contingency Fee Payments" shall have the meaning assigned to
         such term in Section 2.06(c) hereof.

                  "ACE Funding Lender" shall have the meaning assigned to such
         term in Section 6.21 hereof.

                  "Seasonal Revolving Credit Commitment" shall mean, with
         respect to any Seasonal Revolving Credit Lender, the Seasonal Revolving
         Credit Commitment of such Lender as set forth in Schedule 2.01(c)
         annexed hereto, as the same may be terminated or reduced from time to
         time in accordance with the provisions of this Agreement.

                  "Seasonal Revolving Credit Lender" shall mean any Lender that
         makes Seasonal Revolving Credit Loans pursuant to this Agreement.

                  "Seasonal Revolving Credit Loan" shall mean advances under the
         Seasonal Revolving Credit Commitment to the Borrower made pursuant to
         this Agreement.

                  "Seasonal Revolving Credit Notes" shall mean the Seasonal
         Revolving Credit Notes of the Borrower, executed and delivered as
         provided in Section 2.04 hereof, in substantially the form of Exhibit K
         annexed hereto, as amended, modified, supplemented or extended from
         time to time.

                  "Seasonal Revolving Credit Termination Date" shall mean the
         earlier of (a) March 15, 2003 or (b) such date as the Seasonal
         Revolving Credit Loans shall otherwise be payable in full and the
         Seasonal Revolving Credit Commitment shall terminate, expire or be
         canceled in accordance with the terms of this Agreement.

                  "Security Agreement" shall have the meaning assigned to such
         term in Section 5.19 hereof.



                                       4
                                                                 Sixth Amendment

<PAGE>


                  "Term Notes" shall mean the Second Amended and Restated Term
         Notes of the Borrower, executed and delivered as provided in Section
         2.04 hereof, in substantially the form of Exhibit A annexed hereto, as
         amended, modified, supplemented or extended from time to time.

                  "Total Seasonal Revolving Credit Commitment" shall mean the
         sum of the Lenders' Seasonal Revolving Credit Commitments, as the same
         may be terminated or reduced from time to time in accordance with the
         provisions of this Agreement.

                  "Usage Period" shall mean the period from January 7 (or the
         preceding Business Day if January 7 is not a Business Day) through
         April 30 (or the next Business Day if April 30 is not a Business Day)
         of each calendar year.

         SECTION 2.03 Amendment to Section 1.01; Deletion of Certain Defined
Terms. Effective as of the date hereof, the definitions of "Eurodollar Lending
Office", "Eurodollar Loan" and "Term Loan Note" shall be deleted from Section
1.01 of the Credit Agreement.

         SECTION 2.04 Amendment to Section 2.01(d). Effective as of the
Effective Date, Section 2.01(d) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(d) Subject to the terms and conditions and relying upon the
         representations and warranties herein set forth, each Lender, severally
         and not jointly, agrees to make Revolving Credit Loans to the Borrower,
         at any time and from time to time, the Borrower having the right to
         borrow, repay and reborrow, from the Closing Date to the Revolving
         Credit Termination Date, in an aggregate principal amount at any time
         outstanding not to exceed the amount of such Lender's Revolving Credit
         Commitment set forth opposite its name in Schedule 2.01(b) hereto.
         Notwithstanding the foregoing, at no time shall the sum of (i) the
         aggregate principal amount of Revolving Credit Loans outstanding and
         (ii) the aggregate principal amount of Seasonal Revolving Credit Loans
         outstanding, exceed the Borrowing Base then in effect. If the total
         unpaid amount of the Revolving Credit Loans and the Seasonal Revolving
         Credit Loans at any time exceeds the Borrowing Base then in effect,
         Borrower shall make a paydown on the Seasonal Revolving Credit Loans
         (and, to the extent necessary, the Revolving Credit Loans) in an amount
         sufficient to reduce the total unpaid balance of the Seasonal Revolving
         Credit Loans and Revolving Credit Loans to an amount no greater than
         the Borrowing Base. Such mandatory paydown shall be accompanied by all
         accrued and unpaid interest on the amount prepaid."

         SECTION 2.05 Amendment to Section 2.01; Addition of Section 2.01(e).
Effective as of the Effective Date, a new Section 2.01(e) is hereby added to the
Credit Agreement to read as follows:

                  "(e) Subject to the terms and conditions and relying upon the
         representations and warranties herein set forth, each Seasonal
         Revolving Credit



                                       5
                                                                 Sixth Amendment

<PAGE>

         Lender, severally and not jointly, agrees to make Seasonal Revolving
         Credit Loans to the Borrower, at any time and from time to time, the
         Borrower having the right to borrow, repay and reborrow, from December
         1, 2002, to the Seasonal Revolving Credit Termination Date, in an
         aggregate principal amount at any time outstanding not to exceed the
         amount of such Lender's Seasonal Revolving Credit Commitment set forth
         opposite its name in Schedule 2.01(c) hereto. The Seasonal Revolving
         Credit Loans shall be subject to the Borrowing Base and shall not be
         made if any such Seasonal Revolving Credit Loan would cause the unpaid
         amount of the Seasonal Revolving Credit Loans, together with the unpaid
         amount of all of the Revolving Credit Loans then outstanding, to exceed
         the Borrowing Base then in effect. The Seasonal Revolving Credit Loans
         shall be made on, and subject to, the same terms and conditions as the
         Revolving Credit Loans, and the Seasonal Revolving Credit Commitments
         shall be subject to reduction or termination upon the same terms and
         conditions as the Revolving Credit Commitments, in each case to the
         extent not expressly provided otherwise in this Agreement. Any payments
         made by the Borrower to the Agent during a period when any Seasonal
         Revolving Credit Loans are outstanding shall be applied first to
         accrued and unpaid interest on the portion of the Seasonal Revolving
         Credit Loans, if any, that exceeds $35,000,000 in the aggregate, second
         to accrued and unpaid interest on the remaining portion of the Seasonal
         Revolving Credit Loans, third to the unpaid principal amount of any
         Seasonal Revolving Credit Loans, if any, in excess of $35,000,000,
         fourth to the unpaid principal amount of the remaining Seasonal
         Revolving Credit Loans, and thereafter in accordance with the terms of
         this Agreement."

         SECTION 2.06 Amendment to Section 2.02(b). Effective as of the
Effective Date, Section 2.02(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(b) Revolving Credit Loans and Seasonal Revolving Credit
         Loans shall be made ratably by the Lenders in accordance with their
         respective Revolving Credit Commitments and Seasonal Revolving Credit
         Commitments; provided, however, that the failure of any Lender to make
         any Loan shall not in itself relieve any other Lender of its obligation
         to lend hereunder. Term Loans shall be made by the Lenders against
         delivery to each Lender of one (1) Term Note, payable to the order of
         such Lender, as referred to in Section 2.04 hereof. All Revolving
         Credit Loans shall be made by the Lenders against delivery to each
         Lender of one (1) Revolving Credit Note, payable to the order of such
         Lender, as referred to in Section 2.04 hereof. All Seasonal Revolving
         Credit Loans shall be made by the Lenders against delivery to each
         Lender of one (1) Seasonal Revolving Credit Note, payable to the order
         of such Lender, as referred to in Section 2.04 hereof."

         SECTION 2.07 Amendment to Section 2.03. Effective as of the Effective
Date, Section 2.03 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:



                                       6
                                                                 Sixth Amendment

<PAGE>

                  "SECTION 2.03. Notice of Revolving Credit Loans and Seasonal
         Revolving Credit Loans. The Borrower shall give the Agent irrevocable
         written or facsimile notice (promptly confirmed in writing) of each
         borrowing to be made by the Borrower (including, without limitation, a
         conversion as permitted by Section 2.02(e) hereof) not later than (i)
         8:00 a.m., San Francisco, California time, the Business Day of a
         proposed Revolving Credit Loan consisting of a Reference Rate Loan
         borrowing or any Reference Rate Loan conversion and (ii) 8:00 a.m., San
         Francisco, California time, the Business Day of a proposed Revolving
         Credit Loan or Seasonal Revolving Credit Loan consisting of an
         Alternate Base Loan borrowing or any Alternate Base Loan conversion.
         Such notice shall be in substantially the form of Exhibit I hereto (the
         "Borrowing Notice") and shall (i) state whether the Loans then being
         requested are to be Revolving Credit Loans or Seasonal Revolving Credit
         Loans, (ii) specify whether the Loans then being requested are to be
         Alternate Base Loans or Reference Rate Loans, (iii) specify the date of
         such borrowing (which shall be a Business Day) and amount thereof, (iv)
         state that the representations and warranties set forth in Article III
         hereof and in any documents delivered in connection herewith shall be
         true and correct in all material respects with the same effect as
         though made on and as of such date (except insofar as such
         representations and warranties relate expressly to an earlier date),
         (v) state that no Default or Event of Default has occurred and is
         continuing or would otherwise be created by such borrowing and (vi)
         state that the proceeds of such Loans will be used only to fund
         Borrower's working capital requirements in the ordinary course of its
         business. If no election as to the Type of Loan is specified in any
         such notice, all such Loans shall be Alternate Base Loans.
         Notwithstanding anything contained in this Agreement to the contrary,
         (i) Revolving Credit Loans shall only be, and shall only be convertible
         into, Alternate Base Loans or Reference Rate Loans, (ii) Term Loans
         shall only be Fixed Rate Loans, and (iii) Seasonal Revolving Credit
         Loans shall only be, and shall only be convertible into, Alternate Base
         Loans. The Agent shall promptly advise the Lenders of any notice given
         pursuant to this Section 2.03 and of each Lender's portion of the
         requested borrowing."

         SECTION 2.08 Amendment to Section 2.04(a). Effective as of the
Effective Date, Section 2.04(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(a) All Term Loans made by a Lender to the Borrower shall be
         evidenced by a single Term Note duly executed by the Borrower, dated as
         of November 13, 2002, in substantially the form of Exhibit A hereto,
         delivered by the Borrower and payable to such Lender in a principal
         amount equal to such Lender's Term Loan Commitment on such date. All
         Revolving Credit Loans made by a Lender to the Borrower shall be
         evidenced by a single Revolving Credit Note, duly executed by the
         Borrower, dated as of November 13, 2002, in substantially the form of
         Exhibit B hereto, delivered by the Borrower and payable to such Lender
         in a principal amount equal to such Lender's Revolving Credit
         Commitment on such date. All Seasonal Revolving Credit Loans made by a
         Lender to the Borrower shall be evidenced by a single Seasonal
         Revolving Credit



                                       7
                                                                 Sixth Amendment

<PAGE>

         Note, duly executed by the Borrower, dated as of November 13, 2002, in
         substantially the form of Exhibit K hereto, delivered by the Borrower
         and payable to such Lender in a principal amount equal to the highest
         principal amount at any time outstanding of such Lender's Seasonal
         Revolving Credit Commitment as set forth on Schedule 2.01(c)."

         SECTION 2.09 Amendment to Section 2.04(b). Effective as of the
Effective Date, Section 2.04(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(b) Each Revolving Credit Note shall bear interest from its
         date on the outstanding principal balance thereof, as provided in
         Section 2.05 hereof. The outstanding balance of each Revolving Credit
         Loan, as evidenced by any such Revolving Credit Note, shall mature and
         be due and payable on the Revolving Credit Termination Date. Each
         Seasonal Revolving Credit Note shall bear interest from its date on the
         outstanding principal balance thereof, as provided in Section 2.05
         hereof. The outstanding balance of each Seasonal Revolving Credit Loan,
         as evidenced by any such Seasonal Revolving Credit Note, shall mature
         and be due and payable on the Seasonal Revolving Credit Termination
         Date."

         SECTION 2.10 Amendment to Section 2.04(c). Effective as of the
Effective Date, Section 2.04(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(c) Each Term Note shall bear interest from its date on the
         outstanding principal balance thereof as provided in Section 2.05
         hereof. The Borrower shall make aggregate principal payments in respect
         of the Term Notes on the dates and in the amounts set forth below.

<Table>
<Caption>
                           Date                                     Principal Payments
                           ----                                     ------------------
<S>                                                                 <C>

                  January 31, 2003                                  $     500,000

                  February 28, 2003                                 $   5,750,000

                  March 31, 2003 and on the last Business Day       $     250,000
                  of each calendar month thereafter through
                  and including the last Business Day of the
                  calendar month immediately preceding the
                  Term Loan Termination Date
</Table>

         The aggregate unpaid principal balance of each Term Loan, as evidenced
         by such Term Note, shall mature and be due and payable on the Term Loan
         Termination Date."

         SECTION 2.11 Amendment to Section 2.05. Effective as of the Effective
Date, Section 2.05 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:



                                       8
                                                                 Sixth Amendment

<PAGE>


         "SECTION 2.05 Interest on Loans.

                  (a) Subject to the provisions of Section 2.08 and Section 9.08
         hereof, each Alternate Base Loan shall bear interest at a rate per
         annum equal to the Alternate Base Rate plus the Applicable Margin then
         in effect.

                  (b) Subject to the provisions of Section 2.08 and Section 9.08
         hereof, each Reference Rate Loan shall bear interest at a rate per
         annum equal to the Reference Rate plus the Applicable Margin then in
         effect.

                  (c) Subject to the provisions of Section 2.08 and Section 9.08
         hereof, each Fixed Rate Loan shall bear interest at a rate per annum
         equal to the Fixed Rate.

                  (d) Notwithstanding anything contained in this Agreement to
         the contrary, (i) Revolving Credit Loans shall only be, and shall only
         be convertible into, Alternate Base Loans or Reference Rate Loans, (ii)
         Term Loans shall only be Fixed Rate Loans and (iii) Seasonal Revolving
         Credit Loans shall only be, and shall only be convertible into,
         Alternate Base Loans.

                  (e) Interest on each Loan shall be payable in arrears on each
         applicable Interest Payment Date. Interest on each Loan shall be
         computed based on the number of days elapsed in a year of 360 days. The
         Agent shall determine each interest rate applicable to the Revolving
         Credit Loans and shall promptly advise the Borrower and the Lenders of
         the interest rate so determined."

         SECTION 2.12 Amendment to Section 2.06. Effective as of the Effective
Date, Section 2.06 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                  "SECTION 2.06. Fees.

                  (a) The Borrower shall pay each Lender, through the Agent, its
         pro rata share of a monthly commitment fee ("Commitment Fee") from
         November 13, 2002 until the later to occur of the Revolving Credit
         Termination Date and the Seasonal Revolving Credit Termination Date, in
         an amount equal to: (i)(A) the Available Commitment Amount applicable
         to the Revolving Credit Commitment during such month (or such shorter
         period as may be applicable), multiplied by (B) the Applicable
         Commitment Fee Percentage, plus (ii)(A) the Available Commitment Amount
         applicable to the Seasonal Revolving Credit Commitment during such
         month (or such shorter period as may be applicable), multiplied by (B)
         the Applicable Commitment Fee Percentage; provided, however, that there
         shall be no Commitment Fee attributable to (i) the Revolving Credit
         Commitment after the Revolving Credit Termination Date or (ii) the
         Seasonal Revolving Credit Commitment after the Seasonal Revolving
         Credit Termination Date.

                  (b) Any portion of the Commitment Fee that has not been
         previously paid shall be payable in immediately available funds (i) as
         to any portion of the Commitment Fee which remains unpaid on November
         13, 2002, on November 13



                                        9
                                                                 Sixth Amendment

<PAGE>

         2002, with respect to any portion of the Commitment Fee unpaid
         thereafter, on the last Business Day of each calendar month commencing
         November 30, 2002, (ii) with respect to the Revolving Credit
         Commitment, on the Revolving Credit Termination Date, (iii) with
         respect to the Seasonal Revolving Credit Commitment, on the Seasonal
         Revolving Credit Termination Date and (iv) on the date of any reduction
         of the Total Revolving Credit Commitment or Total Seasonal Revolving
         Credit Commitment, in each case in accordance with the provisions of
         this Agreement. The Commitment Fee due to each Lender under this
         Section 2.06 shall commence to accrue on November 13, 2002 and cease to
         accrue (i) on the Revolving Credit Termination Date, with respect to
         the Revolving Credit Commitment, and (ii) on the Seasonal Revolving
         Credit Termination Date, with respect to the Seasonal Revolving Credit
         Commitment, in each case in accordance with the terms of this Section
         2.06. The Commitment Fee shall be calculated on the basis of the actual
         number of days elapsed in a year of 360 days.

                  (c) In consideration of the Loans and other credit
         accommodations provided herein, the Borrower shall pay each Lender,
         through the Agent, its pro rata share (allocated pro rata based upon
         their respective Total Commitments) of a contingency fee (the
         "Contingency Fee") in an aggregate amount equal to $2,625,000, which
         Contingency Fee shall be due and payable on the dates and in the
         amounts (the "Contingency Fee Payments") set forth below:

<Table>
<Caption>
                                                                Contingency Fee
                     Due Date                                       Payment
                     --------                                   ---------------
<S>                                                             <C>

                  November 13, 2002                             $    375,000
                  April 1, 2003                                 $    500,000
                  July 1, 2003                                  $    750,000
                  October 1, 2003                               $  1,000,000

</Table>


         ; provided, however, that if, on or before the due date of any
         Contingency Fee Payment, Borrower (i) obtains additional capital in
         accordance with Section 5.20 hereof and (ii) utilizes the proceeds
         thereof to repay the then outstanding amount of the Term Loans as
         required by Section 5.20, then, in such event, the remaining
         Contingency Fee Payments shall be reduced by a fraction, (i) the
         numerator of which shall be the principal amount of the Term Loans so
         repaid with the proceeds of such additional capital and (ii) the
         denominator of which shall be the outstanding principal amount of the
         Term Loans immediately prior to giving effect to such repayment."

         SECTION 2.13 Amendment to Section 2.07. Effective as of the Effective
Date, Section 2.07 of the Credit Agreement, together with the heading thereto,
is hereby amended and restated in its entirety to read as follows:



                                       10
                                                                 Sixth Amendment

<PAGE>


                  "SECTION 2.07 Termination or Reduction of the Total Revolving
         Credit Commitment; Termination of Term Loan Commitment; Termination of
         Seasonal Revolving Credit Commitment.

                  (a) Upon at least five (5) Business Days' prior irrevocable
         written notice (or facsimile notice promptly confirmed in writing) to
         the Agent, the Borrower may at any time in whole permanently terminate,
         or from time to time in part permanently reduce, the Total Revolving
         Credit Commitment ratably among the Lenders in accordance with the
         amounts of their Commitments; provided, however, the Total Revolving
         Credit Commitment shall not at any time be reduced to an amount less
         than the sum of the Revolving Credit Loans then outstanding. Each
         voluntary partial reduction of the Total Revolving Credit Commitment
         shall be in an integral multiple of five million dollars ($5,000,000).

                  (b) Simultaneously with any termination or reduction of the
         Total Revolving Credit Commitment pursuant to paragraph (a) above, the
         Borrower shall pay to each Lender, through the Agent, the Commitment
         Fee due and owing through and including the date of such termination or
         reduction on the amount of the Commitment of such Lender so terminated
         or reduced.

                  (c) The Revolving Credit Commitment of each Lender shall
         automatically and permanently terminate on the Revolving Credit
         Termination Date, and all Revolving Credit Loans still outstanding on
         such date shall be due and payable in full together with accrued
         interest thereon. No Lender shall have any obligation to make any
         Revolving Credit Loans after the Revolving Credit Termination Date.

                  (d) The Term Loan Commitment of each Lender shall
         automatically and permanently terminate on the Term Loan Termination
         Date and all Term Loans still outstanding on such date shall be due and
         payable in full together with accrued interest thereon.

                  (e) The Seasonal Revolving Credit Commitment of each Lender
         shall automatically and permanently terminate on the Seasonal Revolving
         Credit Termination Date, and all Seasonal Revolving Credit Loans still
         outstanding on such date shall be due and payable in full together with
         accrued interest thereon. No Lender shall have any obligation to make
         any Seasonal Revolving Credit Loans after the Seasonal Revolving Credit
         Termination Date."

         SECTION 2.14 Amendment to Section 2.09(a). Effective as of the
Effective Date, Section 2.09(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(a) Within fifteen (15) Business Days after the consummation
         of any Asset Sale, the Borrower shall prepay the Obligations in an
         amount equal to one hundred percent (100%) of the net cash proceeds of
         such Asset Sale; provided, however, that the Borrower shall have no
         obligation to make any such



                                       11
                                                                 Sixth Amendment
<PAGE>

         prepayment pursuant to this Section 2.09(a) until the Borrower has
         received, with respect to any Fiscal Year, aggregate net cash proceeds
         from Asset Sales of at least one million dollars ($1,000,000) (the
         "Asset Sale Limit"). Such prepayments shall be applied, first to the
         principal payments of the Term Loan in inverse order of their maturity,
         second to the unpaid interest of the Term Loan, third to the unpaid
         interest on the Seasonal Revolving Credit Loans, fourth to the unpaid
         principal of the Seasonal Revolving Credit Loans and finally to the
         repayment of the Revolving Credit Loans."

         SECTION 2.15 Amendment to Section 2.09(b). Effective as of the
Effective Date, Section 2.09(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(b) Within five (5) Business Days after the receipt of
         proceeds pursuant to an issuance by the Borrower or any of its
         Subsidiaries of any of the Borrower's or any such Subsidiary's equity
         securities (and regardless of whether such equity securities are issued
         in a public or private sale), the Borrower shall prepay the Obligations
         in an amount equal to the net cash proceeds of any such sale of equity
         securities. Such prepayments shall be applied first to the principal
         payments of the Term Loan in inverse order of their maturity, second to
         the unpaid interest of the Term Loan, third to the unpaid interest on
         the Seasonal Revolving Credit Loans, fourth to the unpaid principal of
         the Seasonal Revolving Credit Loans and finally to the repayment of the
         Revolving Credit Loans."

         SECTION 2.16 Amendment to Section 2.09(e). Effective as of the
Effective Date, Section 2.09(e) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "(e) The Borrower shall make prepayments of the Revolving
         Credit Loans and Seasonal Revolving Credit Loans from time to time as
         required in order to ensure that the aggregate principal amount of the
         Revolving Credit Loans and Seasonal Revolving Credit Loans outstanding
         does not exceed the lesser of (i) the Borrowing Base then in effect or
         (ii) the sum of the Total Revolving Credit Commitment plus the Total
         Seasonal Revolving Credit Commitment."

         SECTION 2.17 Amendment to Section 2.13(a). Effective as of the
Effective Date, Section 2.13(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "SECTION 2.13. Pro Rata Treatment.

                  (a) Except as permitted or contemplated by Sections 2.01(e),
         2.10 2.11, 2.18, 2.19 or 2.20 hereof, each Loan or other borrowing,
         each payment or prepayment of principal of the Notes, each payment of
         interest on the Notes, each payment of any fee or other amount payable
         hereunder and each reduction of the Total Revolving Credit Commitment,
         the Total Seasonal Revolving Credit Commitment or the Total Term Loan
         Commitment, as the case may be, shall be



                                       12
                                                                 Sixth Amendment

<PAGE>

         made pro rata among the Lenders in the proportions that their Revolving
         Credit Commitments bears to the Total Revolving Credit Commitment, that
         their Seasonal Revolving Credit Commitments bear to the Total Seasonal
         Revolving Credit Commitment and that their Term Loan Commitments bear
         to the Total Term Loan Commitment, as applicable. Notwithstanding the
         foregoing, in the event that any Lender notifies Agent in writing prior
         to the date of a proposed Loan that such Lender will not on such date
         make such Lender's ratable portion of such Loan available to the Agent
         (any such Lender being hereinafter referred to as a "Non-Funding
         Lender"), then, in such event and subject to all other terms and
         conditions set forth herein, such Loan shall be made pro rata among all
         Lenders other than the Non-Funding Lender (such Lenders being
         hereinafter referred to as the "Funding Lenders"); provided, however,
         that (i) no Funding Lender shall be obligated to make any such Loan if
         the Non-Funding Lender declined to make its ratable portion of such
         Loan available to Agent as a result of the occurrence of any Default or
         Event of Default hereunder or nonsatisfaction of any conditions
         precedent to such loan, and (ii) no Funding Lender shall be obligated
         to make any such Loan to the Borrower in an aggregate principal amount
         in excess of such Lender's Term Loan Commitment or Revolving Credit
         Commitment, as the case may be."

         SECTION 2.18 Addition of Section 5.19. Effective as of the Effective
Date, a new Section 5.19 is hereby added to the Credit Agreement which shall
read as follows:

                  "SECTION 5.19 Perfection Letters. Notwithstanding and in
         addition to the requirements set forth in Sections 4.14 and 4.15 of the
         Amended and Restated Assignment of Deposit Accounts and Security
         Agreement executed by the Borrower and the Collateral Trustee dated as
         of July 31, 1998 (as amended, modified or supplemented from time to
         time, the "Security Agreement"), the Borrower shall deliver to Agent,
         not later than February 13, 2003, (i) letter agreements, substantially
         in the form of Exhibit M attached hereto, duly executed by the
         Collateral Trustee, Borrower and a sufficient number of armored car
         companies that transport Borrower's cash, checks or other remittances
         to comply with the requirements of Section 6.20 hereof and (ii) letter
         agreements, substantially in the form of Exhibit N attached hereto,
         duly executed by the Collateral Trustee, Borrower and a sufficient
         number of depository institutions where Borrower deposits its cash,
         checks or other remittances to comply with the requirements of Section
         6.20 hereof."

         SECTION 2.19 Addition of Section 5.20. Effective as of the Effective
Date, a new Section 5.20 is hereby added to the Credit Agreement which shall
read as follows:

                  "SECTION 5.20. Additional Refinancing. Borrower shall use its
         commercially reasonable best efforts to obtain additional capital, in
         an amount and on terms and conditions reasonably satisfactory to the
         Agent and the Lenders, the proceeds of which shall be used to repay a
         portion of the aggregate amount outstanding under the Term Loans. In
         addition to and not in limitation of any other provisions of this
         Agreement, if (i) Borrower fails to obtain additional



                                       13
                                                                 Sixth Amendment

<PAGE>

         capital, on terms and conditions reasonably satisfactory to the Agent
         and the Lenders, in a minimum amount of $20,000,000 on or before April
         30, 2003 and (ii) Borrower has not engaged by that date an investment
         banker reasonably satisfactory to the Agent and the Lenders for
         purposes of attempting to obtain such additional capital, then, upon
         the request of Required Lenders, the Agent, on behalf of the Lenders,
         shall engage an investment banker satisfactory to such Required
         Lenders, at Borrower's expense, in order to attempt to obtain
         alternative capital sources for Borrower."

         SECTION 2.20 Amendment to Section 6.19. Effective as of the Effective
Date, Section 6.19 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                  "SECTION 6.19. Store Leases; Capital Expenditures. From and
         after November 13, 2002, open any new stores or enter into any lease,
         commitment or other agreement obligating the Borrower to take occupancy
         of any additional leased space; provided, however, that the Borrower
         shall be permitted to open and/or finish out new company-owned stores
         (which stores shall be opened in replacement of company-owned stores
         that are closed in the ordinary course of Borrower's business) if the
         total amount of all Capital Expenditures made or incurred by the
         Borrower in connection with opening and/or finishing out (i) any such
         individual store location does not exceed $75,000 and (ii) all such
         store locations do not exceed $1,500,000 in the aggregate; provided
         further, however, that the foregoing shall not restrict the opening
         and/or finishing out of any franchisee-owned stores if no Capital
         Expenditures or other costs are made or incurred by the Borrower in
         connection with the opening and/or finishing out of such stores. In
         addition to the foregoing, during the period from November 13, 2002
         through and including the Final Maturity Date, the Borrower shall not
         make any Capital Expenditures except for (a) the Capital Expenditures
         expressly permitted pursuant to the first proviso contained in the
         preceding sentence and (b) other Capital Expenditures not to exceed
         $3,000,000 in the aggregate."

         SECTION 2.21 Addition of Section 6.20. Effective as of the Effective
Date, a new Section 6.20 is hereby added to the Credit Agreement, which shall
read in its entirety as follows:

                  "SECTION 6.20. Collateral Perfection/Control Letters.
         Notwithstanding and in addition to the requirements set forth in
         Sections 4.14 and 4.15 of the Security Agreement, permit, at any time
         on or after February 13, 2003, (i) more than 5% of the aggregate amount
         of the Borrower's and its Subsidiaries cash, checks or other
         remittances (excluding any cash, checks or other remittances of ACE
         Funding) to be held in deposit accounts maintained by financial
         institutions with which there is no Letter Agreement (as such term is
         defined in the Security Agreement) or (i) more than 5% of the aggregate
         dollar amount of the Company's and its Subsidiaries' cash, checks or
         other remittances (excluding any cash, checks or other remittances of
         ACE Funding) to be transported by armored car couriers with which there
         is no Letter Agreement (as such term is defined in the Security
         Agreement)."



                                       14

<PAGE>

         SECTION 2.22 Addition of Section 6.21. Effective as of the Effective
Date, a new Section 6.20 is hereby added to the Credit Agreement, which shall
read in its entirety as follows:

                  "SECTION 6.21. ACE Funding. Notwithstanding anything to the
         contrary contained in this Agreement, (i) ACE Funding shall be entitled
         to incur Indebtedness in favor of Autobahn Funding Company LLC or any
         other Person(s) (any such Person being hereinafter referred to as an
         "ACE Funding Lender"), and such indebtedness may be secured by Liens on
         any or all of ACE Funding's assets or properties, (ii) ACE Funding
         shall not be a Borrower under the Agreement and shall not obtain the
         benefit of the Revolving Credit Commitment or the Seasonal Revolving
         Credit Commitment (provided, however, that the Borrower shall be
         permitted to loan, advance or transfer to ACE Funding up to $2,900,000
         during the Usage Period for purposes of allowing ACE Funding to (a)
         satisfy its minimum funding requirements under one or more reserve
         accounts to be established by ACE Funding in favor of the ACE Funding
         Lender and (b) provide cash to its self-service check cashing machines
         in various H&R Block business locations (hereinafter referred to as
         "SSMs")), (iii) ACE Funding shall not be required to become a Guarantor
         hereunder, (iv) neither Borrower nor ACE Funding shall allow any ACE
         Funding Lender to have or obtain a Lien on any assets or properties of
         the Borrower or any of its Subsidiaries (other than ACE Funding), (v)
         neither Borrower nor any of its Subsidiaries (other than ACE Funding)
         will engage in any merger or consolidation with ACE Funding, (vi)
         neither Borrower nor any of its Subsidiaries (other than ACE Funding)
         will sell, lease, transfer or otherwise assign any of its assets or
         properties to, or acquire, for any amount of consideration, any assets
         or properties of, ACE Funding (provided, however, that the Borrower
         shall be permitted to lease its SSMs to ACE Funding) and (vii) except
         as specifically permitted under clause (ii) above, neither Borrower nor
         any of its Subsidiaries (other than ACE Funding) will make any loans or
         advances to, or make any equity investments in, ACE Funding (other than
         the minimum equity investment, if any, required to form ACE Funding
         under its jurisdiction of organization)."

         SECTION 2.23 Amendment to Article VII. Effective as of the Effective
Date, the last paragraph of Article VII of the Credit Agreement shall be deleted
in its entirety and replaced with the following:

         "then, and upon the occurrence of any such Event of Default (other than
         an event described in paragraph (e) or (f) above), and at any time
         thereafter during the continuance of such Event of Default, the Agent
         may, and upon the written request of the Required Lenders shall, by
         written notice (or facsimile notice promptly confirmed in writing) to
         the Borrower, take any or all of the following actions at the same or
         different times: (i) engage (only upon the request by the Required
         Lenders) an independent financial consultant satisfactory to the
         Lenders to conduct, (A) an analytical review of the Borrower's business
         practices and any other matter deemed necessary by the Agent and the
         Lenders, and (B) the Borrower hereby irrevocably agrees to afford such
         financial consultant full access



                                       15
                                                                 Sixth Amendment
<PAGE>

         to the relevant books, records and employees of the Borrower as such
         financial consultant shall deem necessary or appropriate in light of
         the scope of such review, (ii) terminate forthwith all or any portion
         of the Total Commitment and the obligations of WFB to issue or cause to
         be issued Letters of Credit; (iii) demand that the Borrower provide to
         WFB, and the Borrower upon such demand agrees to provide, cash
         collateral in an amount equal to the Total Letter of Credit Exposure of
         the Borrower then existing, such cash collateral to be deposited in a
         cash collateral account to be held by Agent for the benefit of WFB; and
         (iv) declare the Notes and all reimbursement obligations in respect of
         drawings under Letters of Credit then outstanding to be forthwith due
         and payable, whereupon the principal of such Notes together with
         accrued interest and fees thereon, together with all reimbursement
         obligations in respect of drawings under Letters of Credit and all
         other liabilities of the Borrower accrued hereunder, shall become
         forthwith due and payable both as to principal and interest, without
         presentment, demand, protest, notice of intent to accelerate, notice of
         acceleration or any other notice of any kind, all of which are hereby
         expressly waived by the Borrower, anything contained herein or in the
         other Credit Documents to the contrary notwithstanding; provided,
         however, that with respect to an Event of Default described in
         paragraph (e) or (f) above, the Total Commitment and the obligations of
         WFB to issue Letters of Credit shall automatically terminate and the
         Notes, all reimbursement obligations in respect of drawings under
         Letters of Credit, any unpaid accrued fees and any other liabilities of
         the Borrower accrued hereunder shall automatically become due and
         payable, both as to principal and interest, without presentment,
         demand, protest, notice of intent to accelerate, notice of acceleration
         or other notice of any kind, all of which are hereby expressly waived
         by the Borrower, anything contained herein or in the other Credit
         Documents to the contrary notwithstanding. The remedies provided in the
         Credit Documents are cumulative and not exclusive of any remedies
         provided by law."

         SECTION 2.24 Amendment of Exhibit C, Exhibit I, Schedule 2.01(a),
Schedule 2.01(b), Schedule 6.19(a) and Schedule 6.19(b). Effective as of the
Effective Date, (i) Exhibit C, Exhibit I and Schedules 2.01(a) and 2.01(b) to
the Credit Agreement are hereby replaced with the forms of Exhibit C, Exhibit I
and Schedules 2.01(a) and 2.01(b) attached hereto and (ii) Schedule 6.19(a) and
Schedule 6.19(b) are hereby deleted in their entirety.

         SECTION 2.25 Miscellaneous Additions. Effective as of the Effective
Date, (i) Schedule 2.01(c) of the Credit Agreement is hereby added to the Credit
Agreement in the form of Schedule 2.01(c) attached hereto and (ii) Exhibit K,
Exhibit M and Exhibit N to the Credit Agreement are hereby added to the Credit
Agreement in the forms of Exhibit K, Exhibit M and Exhibit N attached hereto.

ARTICLE III. CONDITIONS PRECEDENT

         SECTION 3.01 The effectiveness of the amendments in Article II of this
Amendment is subject to the satisfaction of the following conditions precedent:



                                       16
                                                                 Sixth Amendment

<PAGE>

                  (a) The Lenders shall have received (i) this Amendment, duly
         executed by the Borrower and the Lenders, (ii) a certificate of the
         Secretary of the Borrower acknowledging (A) that the Borrower's Board
         of Directors has adopted, approved, consented to and ratified
         resolutions which authorize the execution, delivery and performance by
         the Borrower of this Amendment, and (B) the names of the officers of
         the Borrower authorized to sign this Amendment together with specimen
         signatures of such officers, (iii) a Consent and Ratification of the
         existing Guaranty Agreements, substantially in the form of Exhibit G to
         the Credit Agreement, executed by each Guarantor, (iv) the Second
         Amended and Restated Term Notes in the form attached hereto as Exhibit
         A, duly executed by Borrower in favor of the Lenders, (v) the Amended
         and Restated Revolving Credit Notes in the form attached hereto as
         Exhibit B, duly executed by Borrower in favor of the Lenders, (vi) the
         Seasonal Revolving Credit Notes in the form attached hereto as Exhibit
         K, duly executed by Borrower in favor of the Lender, and (vii) such
         additional documents, instruments and information as the Agents or any
         Lender may reasonably request;

                  (b) The representations and warranties contained herein and in
         the Credit Agreement, as amended hereby, and the other Credit Documents
         shall be true and correct in all material respects as of the date
         hereof, as if made on the date hereof;

                  (c) After giving effect to this Amendment, no Default or Event
         of Default shall have occurred and be continuing;

                  (d) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all documents,
         instruments and other legal matters incident thereto shall be
         satisfactory to the Agents and the Required Lenders and their legal
         counsel;

                  (e) Agent shall have received Borrower's unaudited
         consolidated financial statements as of September 30, 2002, which shall
         be in form and substance satisfactory to Agent;

                  (f) Borrower shall have paid (i) the Commitment Fee accrued
         pursuant to Section 2.06 of the Credit Agreement through the date of
         this Amendment, as required by Section 2.06(b) of the Credit Agreement,
         (ii) the portion of the Contingency Fee described in Section 2.06 of
         the Credit Agreement, as amended hereby, which is due and payable on
         the date hereof and (iii) the portion of the commitment fee described
         in Section 4.01 of this Amendment which is due and payable on the date
         hereof; and

                  (g) Borrower shall have paid all reasonable fees and expenses
         incurred by counsel to Agent and Lenders in connection with the
         transactions contemplated by this Amendment, including, without
         limitation, all reasonable fees and expenses incurred in connection
         with the preparation of this Amendment and any other loan documentation
         related thereto.

ARTICLE IV. COVENANTS

         SECTION 4.01 In consideration of the Loans and other credit
accommodations



                                       17
                                                                 Sixth Amendment

<PAGE>

provided herein, the Borrower hereby agrees to pay to each Lender a commitment
fee in an amount equal to 1.00% of each Lender's combined Revolving Credit
Commitment (as of the date of this Amendment), Term Loan Commitment (as of the
date of this Amendment) and Seasonal Revolving Credit Commitment (as of January
16, 2003, as set forth on Schedule 2.01(c) attached hereto). The Borrower, the
Lenders and the Agents hereby agree and acknowledge that each Lender's
commitment fee shall be deemed fully earned and nonrefundable upon execution of
this Amendment by the Borrower, and shall be payable, in immediately available
funds, as follows: (i) $1,111,750 of the aggregate commitment fee shall be due
and payable on the date of this Amendment (which amount shall be allocated to
the Lenders pro rata based upon their respective commitment amounts) and (ii)
$1,111,750 of the aggregate commitment fee shall be due and payable on February
28, 2003 (which amount shall be allocated to the Lenders pro rata based upon
their respective commitment amounts).

ARTICLE V. REPRESENTATIONS AND WARRANTIES

         SECTION 5.01 The Borrower hereby represents and warrants to the Agents
and the Lenders that (a) the representations and warranties contained in the
Credit Agreement, as amended hereby, and in any other Credit Document are true
and correct in all material respects on and as of the date hereof as though made
on and as of the date hereof (except insofar as such representations and
warranties relate expressly to an earlier date); (b) no Default or Event of
Default under the Credit Agreement, as amended hereby, or any other Credit
Document has occurred and is continuing; and (c) Borrower is in compliance in
all material respects with all covenants and agreements contained in the Credit
Agreement, as amended hereby, and in the other Credit Documents.

ARTICLE VI. LIMITED WAIVER

         SECTION 6.01 By execution of this Amendment, the Agents and the Lenders
hereby waive any violation, Default or Event of Default that would otherwise
occur under the Credit Agreement solely as a result of (a) the Borrower's
formation of ACE Funding or (b) the Borrower's amendment of its agreements and
cessation of its agency relationship with Goleta National Bank on the terms
disclosed in the Borrower's Form 8-K filed with the Securities and Exchange
Commission on November 5, 2002. Except as expressly provided in the preceding
sentence, (i) nothing contained in this Amendment or any other communication
between Agents and/or Lenders and the Borrower shall be a waiver of any past,
present or future violation, Default or Event of Default of the Borrower under
the Credit Agreement or any Credit Document; (ii) Agents and Lenders hereby
expressly reserve any rights, privileges and remedies under the Credit Agreement
and each Credit Document that Agents and Lenders may have with respect to each
violation, default or Event of Default, and any failure by Agents and/or Lenders
to exercise any right, privilege or remedy as a result of the violations set
forth above shall not directly or indirectly in any way whatsoever either (A)
impair, prejudice or otherwise adversely affect the rights of Agents and/or
Lenders, except as set forth herein, at any time to exercise any right,
privilege or remedy in connection with the Credit Agreement or any Credit
Documents, (B) amend or alter any provision of the Credit Agreement or any
Credit Documents or any other contract or instrument, or (C) constitute any
course of dealing or other basis for altering any obligation of the Borrower or
any rights, privilege or remedy of Agents and/or Lenders under the Credit
Agreement or any Credit Documents or any other contract or instrument; and (iii)
nothing in this Amendment shall be construed to be a consent.



                                       18
                                                                 Sixth Amendment

<PAGE>

ARTICLE VII. MISCELLANEOUS PROVISIONS

         SECTION 7.01 Ratification of Credit Agreement and Other Credit
Documents. Except as expressly provided herein, (i) the Credit Agreement and all
other Credit Documents shall remain unmodified and in full force and effect as
supplemented and amended hereby, and (ii) the Borrower hereby affirms all the
provisions of the Credit Agreement, as amended hereby, and the other Credit
Documents.

         SECTION 7.02 Confirmation of the Security Documents. The Borrower
hereby acknowledges and confirms that the Collateral (as defined in the Security
Documents) continues to secure the Liabilities (as defined in the Security
Documents), including those arising under the Credit Agreement, as amended
hereby.

         SECTION 7.03 Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

         SECTION 7.04 RELEASE. THE BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM AGENTS OR LENDERS. THE BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENTS AND LENDERS,
THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
AGENTS AND/OR LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER CREDIT DOCUMENTS, AND THE
NEGOTIATION OF, AND EXECUTION OF, THIS AMENDMENT.



                                       19
                                                                 Sixth Amendment


<PAGE>

         IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.

                                 BORROWER:

                                 ACE CASH EXPRESS, INC.


                                 By:  /s/ JOE W. CONNER
                                    --------------------------------------------
                                 Name:  Joe W. Conner
                                 Title: Senior Vice President &
                                        Chief Financial Officer

                                 AGENT:

                                 WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION


                                 By: /s/ MICHAEL B. SULLIVAN
                                    --------------------------------------------
                                 Name:  Michael B. Sullivan
                                 Title: Senior Vice President


                                 SYNDICATION AGENT:

                                 BANK OF AMERICA, N.A.


                                 By:  /s/ JOHN W. WOODIEL III
                                    --------------------------------------------
                                 Name:  John W. Woodiel III
                                 Title: Managing Director


                                 MANAGING AGENTS:

                                 JPMORGAN CHASE BANK
                                 (f/k/a THE CHASE MANHATTAN BANK)


                                 By:  /s/ D. SCOTT HARVEY
                                    --------------------------------------------
                                 Name:  D. Scott Harvey
                                 Title: Senior Vice President



                                                                 Sixth Amendment

<PAGE>


                                 WACHOVIA BANK, NATIONAL ASSOCIATION
                                 (f/k/a FIRST UNION NATIONAL BANK)


                                 By:  /s/ M. G. HYDE
                                    --------------------------------------------
                                 Name:  M. G. Hyde
                                 Title: Director


                                 LENDERS:

                                 WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION


                                 By:  /s/ MICHAEL B. SULLIVAN
                                    --------------------------------------------
                                 Name:  Michael B. Sullivan
                                 Title: Senior Vice President


                                 BANK OF AMERICA, N.A.


                                 By:  /s/ JOHN W. WOODIEL III
                                    --------------------------------------------
                                 Name:  John W. Woodiel III
                                 Title: Managing Director


                                 JPMORGAN CHASE BANK
                                 (f/k/a THE CHASE MANHATTAN BANK)


                                 By:  /s/ D. SCOTT HARVEY
                                    --------------------------------------------
                                 Name:  D. Scott Harvey
                                 Title: Senior Vice President


                                 WACHOVIA BANK, NATIONAL ASSOCIATION
                                 (f/k/a FIRST UNION NATIONAL BANK)


                                 By:  /s/ M. G. HYDE
                                    --------------------------------------------
                                 Name:  M. G. Hyde
                                 Title: Director



                                                                 Sixth Amendment

<PAGE>


                                 NATIONAL CITY BANK


                                 By:  /s/ MICHAEL J. DURBIN
                                    --------------------------------------------
                                 Name:  Michael J. Durbin
                                 Title: Vice President


                                 HIBERNIA NATIONAL BANK


                                 By:  /s/ FRANK J. CRIFASI
                                    --------------------------------------------
                                 Name:  Frank J. Crifasi
                                 Title: Senior Vice President


                                 TEXAS CAPITAL BANK, NATIONAL ASSOCIATION


                                 By:  /s/ RONALD K. BAKER
                                    --------------------------------------------
                                 Name:  Ronald K. Baker
                                 Title: Executive Vice President


                                 FIRST AMERICAN BANK, SSB


                                 By:  /s/ PAUL VOORHIES
                                    --------------------------------------------
                                 Name:  Paul Voorhies
                                 Title: Vice President



                                                                 Sixth Amendment
<PAGE>


                                SCHEDULE 2.01(a)

                              TERM LOAN COMMITMENTS


<Table>
<Caption>
          Lender                               Commitment             Percentage of Commitment
          ------                             ---------------          ------------------------
<S>                                          <C>                      <C>
Wells Fargo Bank Texas, N.A.                 $ 14,665,807.85                   30.97%
Bank of America, N.A.                        $ 10,623,397.20                   22.44%
Wachovia Bank, N. A.                         $  8,071,022.40                   17.05%
JPMorgan Chase Bank                          $  8,071,022.40                   17.05%
National City Bank                           $  2,690,341.04                    5.68%
Hibernia National Bank                       $  1,076,136.37                    2.27%
Texas Capital Bank, N.A                      $  1,076,136.37                    2.27%
First American Bank, SSB                     $  1,076,136.37                    2.27%
Total Term Loan Commitments                  $ 47,350,000.00                  100.00%
</Table>



Schedule 2.01(A)
<PAGE>


                                SCHEDULE 2.01(b)

                          REVOLVING CREDIT COMMITMENTS


<Table>
<Caption>
          Lender                               Commitment             Percentage of Commitment
          ------                            ----------------          ------------------------
<S>                                         <C>                       <C>
Wells Fargo Bank Texas, National            $  32,796,000.00                   27.33%
Association
Bank of America, N.A.                       $  31,296,000.00                   26.08%
Wachovia Bank, National Bank                $  20,460,000.00                   17.05%
JPMorgan Chase Bank                         $  20,460,000.00                   17.05%
National City Bank                          $   6,816,000.00                    5.68%
Hibernia National Bank                      $   2,724,000.00                    2.27%
Texas Capital Bank National                 $   2,724,000.00                    2.27%
Association
First American Bank, SSB                    $   2,724,000.00                    2.27%
Total Revolving Credit Commitments          $ 120,000,000.00                  100.00%
</Table>


Schedule 2.01(b)
<PAGE>


                                SCHEDULE 2.01(c)

                      SEASONAL REVOLVING CREDIT COMMITMENTS


<Table>
<Caption>
                      Commitment
                     during period
                      commencing
                   December 1, 2002
                      through and      Percentage     Commitment during period commencing January 1, 2003 through
                       including        of Each                     and including January 15, 2003
                     December 31,       Lender's                             ($45,000,000)
                       2002 and        Commitment
     Lender           Commitment
                     during period                                                     Seasonal      Percentage of
                   commencing March                                   Percentage       Revolving     Each Lender's
                    1, 2003 through                    Seasonal         of Each      Credit Loans      Commitment
                     and including                     Revolving       Lender's      greater than     greater than
                     the Seasonal                    Credit Loans     Commitment      $35,000,000     $35,000,000
                   Revolving Credit                  less than or    less than or    but less than   but less than
                   Termination Date                    equal to        equal to       or equal to     or equal to
                     ($10,000,000)                    $35,000,000     $35,000,000     $45,000,000     $45,000,000
------------------ ------------------ ------------- ---------------  ------------   -------------    ---------------
<S>                <C>                <C>           <C>              <C>            <C>              <C>
Wells Fargo Bank    $2,733,000.00         27.33%    $9,565,500.00         27.33%    $5,750,000.00          57.50%
Texas, National
Association

Bank of America,    $2,608,000.00         26.08%    $9,128,000.00         26.08%           N/A              N/A
N.A.

Wachovia Bank,      $1,705,000.00         17.05%    $5,967,500.00         17.05%           N/A              N/A
National
Association

JPMorgan Chase      $1,705,000.00         17.05%    $5,967,500.00         17.05%    $2,500,000.00          25.00%
Bank

National City         $568,000.00          5.68%    $1,988,000.00          5.68%           N/A              N/A
Bank

Hibernia              $227,000.00          2.27%      $794,500.00          2.27%           N/A              N/A
National Bank


Texas Capital         $227,000.00          2.27%      $794,500.00          2.27%    $1,750,000.00         17.50%
Bank, National
Association

First American        $227,000.00          2.27%      $794,500.00          2.27%           N/A              N/A
Bank, SSB

Total Seasonal     $10,000,000.00        100.00%    $35,000,000.00       100.00%    $10,000,000.00        100.00%
Revolving Credit
Commitments


<Caption>
                    Commitment during period commencing January 16, 2003 through
                                  and including February 28, 2003
                                           ($55,000,000)

     Lender
                                                      Seasonal     Percentage of
                                                     Revolving     Each Lender's
                      Seasonal     Percentage of    Credit Loans     Commitment
                     Revolving     Each Lender's    greater than    greater than
                    Credit Loans     Commitment     $35,000,000     $35,000,000
                    less than or    less than or   but less than   but less than
                      equal to        equal to      or equal to     or equal to
                    $35,000,000     $35,000,000     $55,000,000     $55,000,000
------------------ --------------- --------------- --------------- ---------------
<S>                <C>             <C>             <C>             <C>
Wells Fargo Bank   $9,565,500.00        27.33%     $11,500,000.00       57.50%
Texas, National
Association

Bank of America,   $9,128,000.00        26.08%            N/A             N/A
N.A.

Wachovia Bank,     $5,967,500.00        17.05%            N/A             N/A
National
Association

JPMorgan Chase     $5,967,500.00        17.05%      $5,000,000.00       25.00%
Bank

National City      $1,988,000.00         5.68%            N/A             N/A
Bank

Hibernia             $794,500.00         2.27%            N/A             N/A
National Bank


Texas Capital        $794,500.00         2.27%     $3,500,000.00        17.50%
Bank, National
Association

First American       $794,500.00         2.27%            N/A             N/A
Bank, SSB

Total Seasonal    $35,000,000.00       100.00%     $20,000,000.00      100.00%
Revolving Credit
Commitments
</Table>


<PAGE>

                                    EXHIBIT A

                  FORM OF SECOND AMENDED AND RESTATED TERM NOTE


U.S. $_________                   Dallas, Texas                November __, 2002

         FOR VALUE RECEIVED, the undersigned, ACE CASH EXPRESS, INC., a Texas
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
________________________ (the "Lender"), for the account of its Applicable
Lending Office, as defined in that certain Amended and Restated Credit
Agreement, dated as of November 9, 2000, by and among the Borrower, the Lender,
certain other lenders from time to time parties thereto (collectively, the
"Lenders"), Wells Fargo Bank Texas, National Association, a national banking
association, as Agent for the Lenders, Bank of America, N.A., a national banking
association, as Syndication Agent, and Wachovia Bank, National Association, a
national banking association (f/k/a First Union National Bank), and JPMorgan
Chase Bank, a New York state banking corporation (f/k/a The Chase Manhattan
Bank), both as Managing Agents (as amended, modified or supplemented from time
to time, the "Credit Agreement") (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement) or
any other office designated by the Lender the principal sum of _______________
DOLLARS ($_______________).

         The Borrower promises to pay interest on the unpaid principal amount of
the Term Loan from the date of such Term Loan until such principal amount is
paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas, National Association, a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds.

         All payments made on account of principal of each Term Loan, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Second Amended and Restated Term Note
(this "Note"), provided, however, that failure of the Lender to make such
notation or any error therein shall not in any manner affect the obligation of
the Borrower to repay such Term Loans in accordance with the terms of this Note.

         This Note is one of the Term Notes referred to in, and is subject to
and entitled to the benefits of, the Credit Agreement. This Note is secured by
the Collateral described in the Credit Documents. The Credit Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

         The Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.


                                       1
                                                               FORM OF TERM NOTE
<PAGE>


         This Note amends, modifies and restates, but does not extinguish or
constitute a novation of, the indebtedness evidenced by that certain Amended and
Restated Term Note, dated April 30, 2002 in the principal amount of
$______________, executed by the Borrower and payable to the Lender, which
Amended and Restated Term Note was given in modification and replacement, but
not in extinguishment or novation of, the indebtedness evidenced by that certain
Term Note, dated November 7, 2001, in the principal amount of $___________,
executed by the Borrower and payable to the Lender, which Term Note was given in
modification and replacement, but not in extinguishment or novation of, the
indebtedness evidenced by that certain Reducing Revolver Note, dated November 9,
2000, in the principal amount of $______________, executed by the Borrower and
payable to the order of the Lender. All rights, titles, liens and security
interests securing the prior notes are preserved, maintained and carried forward
to secure this Note.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS.


                                   ACE CASH EXPRESS, INC.


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



                                       2
                                                               FORM OF TERM NOTE
<PAGE>


                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST


<Table>
<Caption>
                                        Rate of        Amount of        Amount of
                        Amount          Interest       Principal         Interest        Unpaid
     Borrowing        and Type of      Applicable      Paid or           Paid or         Principal        Notation
       Date              Loan           to Loan         Prepaid          Prepaid          Balance          Made By
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</Table>



                                      3


                                                               FORM OF TERM NOTE
<PAGE>


                                    EXHIBIT B

               FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE


U.S. $________                    Dallas, Texas               November ___, 2002


         FOR VALUE RECEIVED, the undersigned, ACE CASH EXPRESS, INC., a Texas
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
__________________ (the "Lender"), for the account of its Applicable Lending
Office, as defined in that certain Amended and Restated Credit Agreement, dated
as of the date hereof, by and among the Borrower, the Lender, certain other
lenders from time to time parties thereto (collectively, the "Lenders"), Wells
Fargo Bank Texas, National Association, a national banking association, as Agent
for the Lenders, Bank of America, N.A., a national banking association, as
Syndication Agent, and WACHOVIA bank, National Association, a national banking
association (f/k/a First Union National Association). and JPMorgan Chase
Manhattan Bank, a New York state banking corporation (f/k/a The Chase Manhattan
Bank), both as Managing Agents (as amended, modified or supplemented from time
to time, the "Credit Agreement") (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement) or
any other office designated by the Lender, the lesser of (i) the principal sum
of __________________ DOLLARS ($________________), or (ii) the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Lender to the
Borrower pursuant to the Credit Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Credit Loan from the date of such Revolving Credit Loan until
such principal amount is paid in full, at such interest rates, and payable at
such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas, National Association, a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds. Each Revolving Credit Loan made by the Lender to
the Borrower and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Amended and Restated Revolving Credit Note
(this "Note"), provided, however, that failure of the Lender to make such
notation or any error therein shall not in any manner affect the obligation of
the Borrower to repay such Revolving Credit Loans in accordance with the terms
of this Note.

         This Note is one of the Revolving Credit Notes referred to in, and is
subject to and entitled to the benefits of, the Credit Agreement. This Note is
secured by the Collateral described in the Credit Documents. The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Loans by the Lender to the Borrower from time to time pursuant to Section 2.01
of the Credit Agreement in an aggregate outstanding amount not to exceed at any
time the U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting


                                       1
                                                   FORM OF REVOLVING CREDIT NOTE
<PAGE>


from each such Revolving Credit Loan being evidenced by this Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

         The Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.

         This Note amends, modifies and restates, but does not extinguish or
constitute a novation of, the indebtedness evidenced by that certain Revolving
Credit Note dated November 9, 2000 in the principal amount of $___________
executed by the Borrower and payable to the order of the Lender. All rights,
titles, liens and security interests securing the prior note are preserved,
maintained and carried forward to secure this Note.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS (EXCEPT THAT THE PROVISIONS OF CHAPTER 346 OF THE
TEXAS FINANCE CODE, WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS,
SHALL NOT APPLY TO THIS NOTE).

                                     ACE CASH EXPRESS, INC.



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


                                       2
                                                   FORM OF REVOLVING CREDIT NOTE
<PAGE>


                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST



<Table>
<Caption>
                                        Rate of        Amount of        Amount of
                        Amount          Interest       Principal         Interest        Unpaid
     Borrowing        and Type of      Applicable      Paid or           Paid or         Principal        Notation
       Date              Loan           to Loan         Prepaid          Prepaid          Balance          Made By
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                <C>              <C>              <C>             <C>              <C>              <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</Table>



                                       3
                                                   FORM OF REVOLVING CREDIT NOTE
<PAGE>
                                                                       EXHIBIT C


                              BORROWING BASE REPORT



Borrowing Base Report for Week Beginning Sunday _________, 200__ and Ending
Saturday __________, 200__ (the "Prior Week"):

All capitalized terms used herein, unless otherwise defined herein, shall have
the meanings set forth in that certain Amended and Restated Credit Agreement,
dated as of November 9, 2000, by and among ACE Cash Express, Inc. (the
"Borrower"), Wells Fargo Bank Texas, National Association, as Agent, Bank of
America, N.A., a national banking association, as Syndication Agent, Wachovia
Bank, National Association, a national banking association, and JP Morgan Chase
Bank, a New York state banking corporation, both as Managing Agents, and the
other Lenders party thereto (as amended, modified, supplemented or extended from
time to time, the "Agreement").

<Table>
<Caption>
                                                        Sunday    Monday   Tuesday   Wednesday    Thursday     Friday   Saturday
                                                        ------    ------   -------   ---------    --------     ------   --------
<S>                                                     <C>       <C>      <C>       <C>          <C>          <C>      <C>
1.  Calculation of the Borrower's Cash Holdings
    and the Guarantors' Cash Holdings as of the end
    of the Prior Week:

    a. Aggregate amount of cash of
       the Borrower and each of its
       Subsidiaries that is a Guarantor
       (the "Guarantors") in their
       respective stores as of the end
       of the Prior Week                               $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

    b. Aggregate amount of deposits of
       the Borrower and the Guarantors
       held in depository accounts with
       financial institutions.                         $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

    c. Aggregate dollar amount of checks
       which are payable to the order of,
       or endorsable to the order of, the
       Borrower and/or the Guarantors,
       other than checks which have been
       deposited into any deposit or other
       account (i.e., the aggregate dollar
       amount of all checks in the Borrower's
       and/or the Guarantors' stores or in
       transit with any armored courier.)              $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

    d. Aggregate amount of cash of the
       Borrower and the Guarantors in transit
       with armored couriers.                          $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

    e. Total Borrower's Cash Holdings and
       Guarantors' Cash Holdings as of the
       end of the Prior Week (sum of a
       through d above)                                $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

2.  Less:  Aggregate amount owed by the
    Borrower and its Subsidiaries to Travelers
    Express Company, Inc. under the Money Order
    Agreement dated April 16, 1998, as
    of the end of the Prior Week                       $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

3.  Less:  Aggregate amount of any cash and/or
    checks received and/or held by the Borrower
    or the Guarantors for payment to third parties
    (other than Goleta National Bank), including,
    but not limited to, cash and checks received by
    the Borrower or a Subsidiary for the purchase
    of lottery tickets or the payment of any type
    of bill on behalf of a customer in excess
    of $12,500,000.                                    $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

4.  Equals:  Amount Available for Borrowing,
    subject to the terms of the Agreement, before
    taking into account the outstanding principal
    amount of all Revolving Credit Loans and
    Seasonal Revolving Credit Loans                    $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

5.  Less:  Aggregate principal amount of all
    Revolving Credit Loans and Seasonal Revolving
    Credit Loans outstanding as of the end of the
    Prior Week                                         $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------

6.  Equals:  Net Amount Available for Borrowing,
    subject to the terms of the Agreement, if
    positive, or amount due, if negative               $         $         $         $            $            $        $
                                                        -------   -------   -------   ---------    --------     ------   --------
</Table>


The undersigned hereby certifies that the above information and computations are
true and correct and not misleading as of the date hereof.

ACE CASH EXPRESS, INC.

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

Name:
     --------------------------------

Title:
      -------------------------------

Date:
     --------------------------------



                                                                      EXHIBIT C

<PAGE>




                                    EXHIBIT I

                                BORROWING NOTICE

                                  _______, 200_


Wells Fargo Bank Texas, National Association, as Agent
4975 Preston Park Boulevard,
Suite 280
Plano, Texas  75093


         Attention: Loan Administration

Ladies and Gentlemen:

         The undersigned, ACE Cash Express, Inc., a Texas corporation (the
"Borrower"), refers to the Credit Agreement, dated as of November 9, 2000 (as
amended from time to time in accordance with its terms, the "Credit Agreement";
capitalized terms defined therein and not defined herein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto, and
Wells Fargo Bank Texas, National Association, a national banking association, as
Agent for such Lenders, and hereby gives you notice, irrevocably pursuant to
Section 2.03 of the Credit Agreement, that the undersigned hereby requests a
borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such a borrowing (the "Proposed Borrowing") as
required by Section 2.03 of the Credit Agreement:

(A)   Borrowing Date of a Proposed Borrowing
      (which is a Business Day)
                                                 ------------------------------

(B)   Aggregate Principal Amount of Proposed
      Borrowing
                                                 ------------------------------

(C)   Revolving Credit Loan or Seasonal Revolving
      Credit Loan
                                                 ------------------------------

(D)   Reference Rate or Alternate Base Loan
                                                 ------------------------------


         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

         (a) the representations and warranties contained in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
date of the Proposed Borrowing, before and after giving effect to the Proposed
Borrowing and to the application of the proceeds therefrom, as though made on
and as of such date;


<PAGE>

         (b) no event has occurred and is continuing, or would result from the
Proposed Borrowing or from the application of the proceeds therefrom, which
constitutes an Event of Default or a Default;

         (c) after giving effect to the Proposed Borrowing and all other
borrowings which have been requested on or prior to the date of the Proposed
Borrowing but which have not been made prior to such date, the aggregate
principal amount of (i) Revolving Credit Loans will not exceed the aggregate of
the Revolving Credit Commitment and (ii) Seasonal Revolving Credit Loans will
not exceed the aggregate of the Seasonal Revolving Credit Commitment; and

         (d) the proceeds of such Proposed Borrowing will be used only to fund
Borrower's working capital requirements in the ordinary course of its business.

         Attached hereto are calculations demonstrating the Borrower's
compliance with the aforementioned financial covenants.

                                      Sincerely,

                                      ACE CASH EXPRESS, INC.



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




                                       2
<PAGE>






                                   EXHIBIT K

                     FORM OF SEASONAL REVOLVING CREDIT NOTE


U.S. $                           Dallas, Texas               November   , 2002
      -------------                                                   --

         FOR VALUE RECEIVED, the undersigned, ACE CASH EXPRESS, INC., a Texas
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender"), for the account of its Applicable
Lending Office (as defined in that certain Amended and Restated Credit
Agreement, dated as of November 9, 2000, by and among the Borrower, the Lender,
certain other lenders from time to time parties thereto (collectively, the
"Lenders"), Wells Fargo Bank Texas, National Association, a national banking
association, as Agent for the Lenders, Bank of America, N.A., a national banking
association, as Syndication Agent, Wachovia Bank, National Association, a
national banking association (f/k/a First Union National Bank), and JPMorgan
Chase Bank, a New York state banking corporation (f/k/a The Chase Manhattan
Bank), both as Managing Agents (as amended, modified or supplemented from time
to time, the "Credit Agreement") (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement) or
any other office designated by the Lender, the lesser of (i) the principal sum
of ______________________________ DOLLARS ($______________), or (ii) the
aggregate unpaid principal amount of all Seasonal Revolving Credit Loans made by
the Lender to the Borrower pursuant to the Credit Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
each Seasonal Revolving Credit Loan from the date of such Seasonal Revolving
Credit Loan until such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas, National Association, a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds. Each Seasonal Revolving Credit Loan made by the
Lender to the Borrower and all payments made on account of principal thereof,
shall be recorded by the Lender and, prior to any transfer hereof, endorsed on
the grid attached hereto which is part of this Seasonal Revolving Credit Note
(this "Note"), provided, however, that failure of the Lender to make such
notation or any error therein shall not in any manner affect the obligation of
the Borrower to repay such Seasonal Revolving Credit Loans in accordance with
the terms of this Note.

         This Note is one of the Seasonal Revolving Credit Notes referred to in,
and is subject to and entitled to the benefits of, the Credit Agreement. This
Note is secured by the Collateral described in the Credit Documents. The Credit
Agreement, among other things, (i) provides for the making of Seasonal Revolving
Credit Loans by the Lender to the Borrower from time to time pursuant to Section
2.01(e) of the Credit Agreement in an aggregate outstanding amount not to exceed
at any time the U.S. dollar amount first above mentioned, the indebtedness of
the


                                          FORM OF SEASONAL REVOLVING CREDIT NOTE

                                       1
<PAGE>

Borrower resulting from each such Seasonal Revolving Credit Loan being evidenced
by this Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.

         The Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS (EXCEPT THAT THE PROVISIONS OF CHAPTER 346 OF THE
TEXAS FINANCE CODE, WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS,
SHALL NOT APPLY TO THIS NOTE).



                                        ACE CASH EXPRESS, INC.



                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
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                                          FORM OF SEASONAL REVOLVING CREDIT NOTE

                                       2

<PAGE>


                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST



<Table>
<Caption>
                                        Rate of        Amount of      Amount of
                     Amount and        Interest        Principal       Interest         Unpaid
 Borrowing            Type of         Applicable        Paid or        Paid or         Principal        Notation
   Date                 Loan            to Loan         Prepaid        Prepaid          Balance          Made By
----------           ----------       ----------       ---------      ---------        ---------        --------
<S>                  <C>              <C>              <C>            <C>              <C>              <C>


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

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

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

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

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

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

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

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

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

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

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

----------           ----------       ----------       ---------      ---------        ---------        --------
</Table>


                                          FORM OF SEASONAL REVOLVING CREDIT NOTE

                                       3