<PAGE>
                                                                   EXHIBIT 10.66


                    SEVENTH AMENDMENT TO LEASE AGREEMENT FOR

                                 GREENWAY TOWER


        This Seventh Amendment to Lease Agreement for Greenway Tower is made and
entered into as of the 20th day of December, 2000, by and between GREENWAY TOWER
JOINT VENTURE, a Texas joint venture, as Lessor ("Lessor") and ACE CASH EXPRESS,
INC., a Texas corporation, as Lessee ("Lessee").

                                   WITNESSETH:

        A. Reference is made to that certain Office Lease dated October 1,
1987, between Lessor, as lessor, and Lessee, as lessee, as amended by First
Amendment to Lease Agreement for Greenway Tower dated April 29, 1988, Second
Amendment to Lease Agreement for Greenway Tower dated August 24, 1988, Third
Amendment to Lease Agreement for Greenway Tower, Fourth Amendment to Lease
Agreement for Greenway Tower dated January 29, 1991, Fifth Amendment to Lease
Agreement for Greenway Tower dated June 13, 1994 and Sixth Amendment. to Lease
Agreement for Greenway Tower (as amended, the "Lease"), pursuant to the terms of
which Lessor has leased to Lessee, and Lessee has leased from Lessor, the
premises (the "Premises") designated as Suite 800, being all of the 8th floor in
the office building located at 1231 Greenway Drive, Irving, Texas, known as
"Greenway Tower" (the "Building").

        B. The Lessor and Lessee desire to amend the Lease as hereinafter set
forth.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

        1. Premises. Effective as of May 1, 2001 (the "Renewal Date"), the
Premises shall consist of 51,442 rentable square feet of space in the Building
described as follows:

                 (a) 10,935 rentable square feet of space located on the sixth
        (6th) floor of the Building as shown on Annex 1;

                 (b) 20,294 rentable square feet of space located on the
        seventh (7th) floor of the Building as shown on Annex 2; and

                 (c) 20,213 rentable square feet of space located on the eighth
        (8th) floor of the Building as shown on Annex 3.

        2. Base Rent. Beginning on the Renewal Date and continuing thereafter
until the expiration or earlier termination of the Lease, Lessee shall pay Base
Rent under the Lease in the total sum of $6,841,785.72 payable in monthly
installments of $81,449.83 each, which monthly installments are payable on or
before the first day of each month during the remaining term of the Lease,
without offset, demand, set off or deduction except as otherwise expressly
provided for in the Lease.

        3. Additional Rent. Lessee acknowledges and agrees that Lessee shall
pay Tenant's Pro Rata Share of Taxes and Operating Expenses as provided in the
Lease. In addition thereto, Lessee shall pay Tenant's Pro Rata Share of Energy
Costs. As used in this paragraph 3, (a) "Energy Costs" means all costs incurred
by Lessor for: [i] any and all forms of fuel or energy utilized in providing
electricity to the Building; [ii] sales, use, excise and other taxes and charges
assessed by governmental authorities or utility companies on energy sources
supplied to the Building; and [iii] all other costs incurred by Lessor in
providing electricity to the Building; and (b) "Operating Expenses" has the
meaning given to such term in the Lease, however, all Energy Costs shall be
deducted in calculating Operating Expenses. Lessor and Lessee agree that the



                                      -1-
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charge for Energy Costs, commencing on the Renewal Date, shall not exceed $1.72
per square foot of rentable area of the Premises, such charge may increase or
decrease by the amount of actual increases or decreases in Energy Costs charged
to Lessor (and calculated by Lessor on the basis of rentable square feet in the
Building) by the electric (or other) utility furnishing such service to the
Building. Lessor shall furnish to Lessee, in writing, any information from the
electric utility relevant to price adjustments, within ten (10) days of receipt
from the electric (or other) utility and prior to the effective date of any such
adjustments. All other provisions of the Lease pertaining to Operating Expenses
apply to Energy Costs.

         4. Term. The Lease Term is hereby extended to, and expires on, April
30, 2008. Except as set forth in this Seventh Amendment, Lessee has no further
right to renew or extend the Lease.

         5. Tax and Expense Stop; Controllable Operating Expenses.

                  (a) Effective as of the Renewal Date, the terms "Tax and
         Expense Stop", "Tax Stop" and "Expense Stop" as used in the Lease are
         amended to mean the actual amount of Taxes and Operating Expenses, as
         applicable, per square foot of rentable area of the Property incurred
         by Lessor during the calendar year 2001. Lessee acknowledges and agrees
         that Energy Costs are not included in the definition of any of the
         terms "Tax and Expense Stop", "Tax Stop" and "Expense Stop".

                  (b) Notwithstanding anything to the contrary contained
         elsewhere herein, Lessor agrees that increases of Tenant's Pro Rata
         Share of Operating Expenses for Controllable Costs, as hereinafter
         defined, will not exceed on an overall basis, an increase of more than
         four percent (4%) per year over the prior year commencing in 2002 (for
         example, by way of explanation but not by way of limitation, if the
         total of the Tenant's Pro Rata Share of Operating Expenses for 2002
         attributable to elements of cost for Controllable Costs is $4.00 per
         rentable square foot of the Premises, the Tenant's Pro Rata Share of
         Operating Expenses for Controllable Costs for 2003 could not exceed
         $4.16; Tenant's Pro Rata Share of Operating Expenses for Controllable
         Costs for 2004 could not exceed four percent (4%) of the prior year's
         amount or a maximum of $4.33). The term "Controllable Costs" shall
         mean all Operating Expenses otherwise allowable under the provisions of
         the Lease, except those expenses for ad valorem real estate taxes and
         insurance premiums to the extent such insurance premiums are reasonably
         competitive. Notwithstanding anything to the contrary contained
         elsewhere herein, it is expressly agreed and understood that from and
         after the Renewal Date Lessee shall not be required to pay Lessor
         Tenant's Pro Rata Share of Taxes and Operating Expenses attributable to
         the year 2001.

         6. Option to Renew. Lessor hereby grants Lessee and any assignee of
Lessee arising from a Related Transfer (as hereafter defined) but no other
assignee, the option to renew this Lease for an additional term of sixty (60)
months upon the following terms and conditions:

                  (a) if Lessee desires to renew this Lease, no later than nine
         (9) months prior to the expiration date of this Lease, Lessee shall
         notify Lessor in writing ("Lessee's Renewal Notice"), by certified
         mail, return receipt requested, of its intention to renew;

                  (b) at all times from and after the date of Lessee's Renewal
         Notice, Lessee may not be in default of any of the terms, conditions or
         covenants of this Lease beyond applicable cure periods;

                  (c) The renewed lease shall contain no further renewal options
         unless expressly granted by Lessor in writing; and

                  (d) The Base Rent for the renewal term will be the
         then-prevailing rental rate for properties in the Las Colinas Office
         Center of equivalent quality, size, utility and location, with the
         length of the lease term and credit standing of Lessee to be taken into
         consideration (the "prevailing rental rate"). Within sixty (60) days
         after receipt of Lessee's Renewal Notice, Lessor shall notify Lessee in
         writing of the proposed rental rate.



                                      -2-
<PAGE>


         If Lessee elects to proceed, Lessee must notify Lessor within the
         succeeding fifteen (15) days after receipt of Lessor's notice, and
         Lessor will cause an amendment to be prepared for execution by Lessee,
         or if Lessee does not agree with Lessor's determination, then Lessee
         shall notify Lessor of its calculation of prevailing rental rate within
         the fifteen (15) day period. If Lessee fails to notify Lessor within
         the 15-day period, it will be deemed to have withdrawn its election to
         renew and such option shall thereupon be null and void. If Lessee
         responds setting forth a disagreement over the prevailing rental rate,
         then the parties shall endeavor to reconcile the calculation of
         prevailing rental rate between them within the succeeding ten (10) day
         period. If unsuccessful, then Lessee may elect, within the same 10-day
         period upon written notice to Lessor, (i) to withdraw its notice of
         exercise of the renewal option, in which event, this Lease shall expire
         at the end of the then current term, or (ii) to have the prevailing
         rental rate determined by appraisal as set forth below, in which latter
         event, Lessee shall be bound by its election to renew based on the
         prevailing rental rate determined by appraisal. If Lessee fails to
         respond within the 10-day period, then it will be deemed to have
         elected to withdraw its election to renew and such option shall
         thereupon be null and void. If the parties have agreed on the
         prevailing rental rate, then Lessee shall execute and return to Lessor,
         for execution by Lessor, the amendment within ten (10) days of the date
         the amendment is delivered to Lessee.

                  In the event Lessor and Lessee fail to agree in writing upon
         the prevailing rental rate within the 10-day period and Lessee elects
         on written notice to Lessor to have the prevailing rental rate
         determined by appraisal, the parties agree to the procedure set forth
         below:

                  (a) Within ten (10) days of Lessee's written notice of such an
         election, each party, by giving written notice to the other party,
         shall appoint an appraiser to render a written opinion of the
         prevailing rental rate for the option term. Each appraiser must be a
         member of the Appraisal Institute of America (MAI) for at least five
         (5) years and with at least five (5) years experience in the appraisal
         of similar properties in the Dallas/Ft.Worth area in which the Premises
         are located and otherwise unaffiliated with either Lessor or Lessee.
         The two appraisers shall render their written opinion of the prevailing
         rental rate for the option term to Lessor and Lessee within twenty (20)
         days after, their appointment. If the fair market rental rate of each
         appraiser is within five percent (5%) of the other, then the average of
         the two appraisals of prevailing rental rate shall be the Base Rent for
         the renewal term. If one party does not appoint its appraiser as
         provided above, then the one appointed shall determine the prevailing
         rental rate. The prevailing rental rate so determined under this
         subparagraph shall be binding on Lessor and Lessee.

                  (b) If the prevailing rental rates determined by the
         appraisers are more than five percent (5%) apart, then the two
         appraisers shall pick a third appraiser within ten (10) days after the
         two appraisers have rendered their opinions of prevailing rental rate
         as provided above. If the two appraisers are unable to agree on the
         third appraiser within said ten (10) day period, Lessor and Lessee
         shall mutually agree on a third appraiser within ten (10) days
         thereafter. The third appraiser shall be a person who has not
         previously acted in any capacity for either party and must meet the
         qualifications noted above.

                  (c) Within twenty (20) days after his appointment, the third
         appraiser shall render his written opinion of the prevailing rental
         rate for the option term ("Third Opinion"). The appraisal of prevailing
         rental rate made by Lessor's or Lessee's appraiser that is closest to
         the prevailing rental rate specified in the Third Opinion shall be the
         Base Rental during the option term. If the prevailing rental rate set
         forth in the Third Opinion is equidistant from the fair market rental
         rate made by Lessor's and Lessee's appraiser, then the prevailing
         rental rate contained in the Third Opinion shall be the Base Rent
         during the renewal term. The prevailing rental rate so determined under
         this subparagraph shall be binding on Lessor and Lessee.

                  (d) Each party shall bear the cost of its own appraiser and
         one-half (1/2) the cost of the third appraiser.



                                      -3-
<PAGE>




                  (e) After the prevailing rental rate for the renewal period
         has been established in accordance with the foregoing procedure, Lessor
         and Lessee shall promptly execute an amendment to this Lease to reflect
         the Base Rental of such renewal term.

         7. Option to Expand. Provided Lessee is not then in default beyond any
applicable cure periods, of any of the terms, conditions, covenants, obligations
or provisions of this Lease, Lessee shall have, and Lessor grants to Lessee and
any assignee of Lessee arising from a Related Transfer (as hereafter defined)
but no other assignee, the option, which may be exercised from time to time, to
expand the Premises during the first four (4) years after the Renewal Date to
include all or a portion of the 6th floor of the Building not covered by this
Lease (the "6th floor Expansion Space"), subject to, and upon the following
terms and conditions:

                  (a) if Lessee desires to exercise the option to expand, Lessee
         shall notify Lessor in writing ("Lessee's Expansion Notice"), by
         certified mail, return receipt requested, of its intention to expand
         and, if the additional space identified in Lessee's Expansion Notice is
         less than all of 6th floor Expansion Space, the size and location of
         the proposed expansion area (the "Expansion Space");

                  (b) If Lessee elects to lease less than all of 6th floor
         Expansion Space, Lessee shall, not be entitled to do so unless the
         remaining portion that Lessee does not elect to lease is a leasable
         size and configuration as determined by Lessor in Lessor's sole
         reasonable discretion (Notwithstanding the foregoing to the contrary,
         if Lessee elects to take Expansion Space up to an existing demising
         wall, then a remainder shall not be deemed "unleasable");

                  (c) Lessee will not be entitled to expand into any Expansion
         Space which is subject to a lease for all or a portion of the Expansion
         Space and existing on the date of this Amendment; provided, however, if
         Lessor has the option to relocate any such lessee under an existing
         lease and vacant space approximately equivalent in size to the amount
         of such Expansion Space then leased to such lessee is then available
         elsewhere in the Building, it will do so, upon receipt of Lessee's
         Expansion Notice. Lessor shall not modify any existing lease (as of the
         date of this Amendment) to afford rights to the Expansion Space to a
         lessee that does not already have such rights as of the date of this
         Amendment;

                  (d) the Base Rent and lessee finish allowance ("Expansion
         Allowance") from Lessor applicable to any Expansion Space added to this
         Lease will be as follows:

                           (i) during the first three (3) years after the
                  Renewal Date, provided Lessee actually occupies the applicable
                  Expansion Space and has commenced the payment of Base Rent,
                  Additional Rent and Energy Costs therefor, Base Rent shall be
                  $19.00 per rentable square foot and the Expansion Allowance
                  shall be the sum of $24.00 per rentable square foot of the
                  Expansion Space for construction costs of the Lessee
                  improvements and $2.00 per rentable square foot for
                  architectural space planning services;

                           (ii) during the fourth (4th) year after the Renewal
                  Date, provided Lessee actually occupies the applicable
                  Expansion Space and has commenced the payment of Base Rent,
                  Additional Rent and Energy Costs therefor, Base Rent shall be
                  $20.00 per rentable square foot and the Expansion Allowance
                  shall be $15.00 per rentable square foot of the Expansion
                  Space for construction costs of the Lessee improvements; and

                           (iii) except for the existing tenants in suites 675
                  and 690, all of Lessor's reasonable costs resulting from the
                  relocation of any tenant as a result of Lessee's Expansion
                  Notice shall be paid from the Expansion Allowance and if the
                  Expansion Allowance is not sufficient to cover all such
                  relocation costs, such excess shall be paid by Lessee. Lessor
                  agrees to relocate the existing tenants occupying suites 675
                  and 690 at Lessor's expense. Should any other tenant located
                  on the sixth (6th) floor exercise an option to extend or
                  renew, it is understood that Lessee will be



                                      -4-
<PAGE>



                  responsible for the payment of any reasonable relocation costs
                  that may result from the relocation of such tenant, however,
                  if such cost exceeds $15.00 per square foot, Lessee may cancel
                  such expansion. If such tenant agrees to relocate to any other
                  floor upon the expiration of its original lease or earlier and
                  which relocation is not in response to Lessee's Expansion
                  Notice, any costs associated with such relocation will be the
                  sole responsibility of Lessor.

                           (iv) during the first four (4) years after the
                  Renewal Date, if Lessee agrees to expand this Lease to include
                  available space on the 2nd, 3rd, 4th or 5th floors of the
                  Building, all of the terms and conditions of this Section 7
                  will apply.

         Lessor and Lessee agree that all Expansion Allowances shall be
         disbursed by Lessor in accordance with and subject to the terms and
         conditions of the Work Letter attached hereto as Annex 4, with the
         exception that Lessor shall not be required to escrow any such
         Expansion Allowance;

                  (e) After Lessee validly exercises the expansion right
         provided herein, Lessor and Lessee shall execute any amendment to the
         Lease, adding the Expansion Space, or a new lease for the Expansion
         Space, or such other documentation as Lessor shall require, promptly
         after Lessor prepares the same; and

                  (f) Any exercise of an option for less than all the Expansion
         Space shall not terminate the option, but the option shall remain in
         effect during the option period for the remaining Expansion Space.

         8. Right of First Offer. Provided Lessee is not then in default beyond
any applicable cure periods, of any of the terms, conditions, covenants,
obligations or provisions of this Lease, after the end of the fourth (4th) year
following the Renewal Date Lessee shall have, and Lessor grants to Lessee and
any assignee or sublessee of Lessee resulting from a Related Transfer but no
other assignee or sublessee, a right of first offer to lease additional space on
the 6th floor of the Building as follows:

                  (a) Commencing at the end of the fourth (4th) year following
         the Renewal Date and continuing thereafter until the expiration of the
         Term (but not any renewal term) of this Lease, if space on the 6th
         floor of the Building becomes available for lease (including space made
         available due to the holder of any prior right of first refusal or
         other option to lease failing to exercise such option or right in a
         timely manner), Lessor shall give written notice (the "Offer Notice")
         to Lessee of the terms and conditions upon which Lessor is willing to
         lease such space which terms will include Base Rent equal to the then
         prevailing rental rate.

                  (b) Lessee may elect to lease less than all of the available
         space described in the Offer Notice, but Lessee shall not be entitled
         to do so unless the remaining portion that Lessee does not elect to
         lease is a leasable size and configuration as determined by Lessor in
         Lessor's sole reasonable discretion. Notwithstanding the foregoing to
         the contrary, if Lessee leases additional space pursuant to an Offer
         Notice to an existing demising wall, then a remainder shall not be
         deemed "unleasable).

                  (c) Lessee shall have ten (10) days from receipt of the Offer
         Notice in which to give written notice to Lessor electing to lease the
         space subject to the Offer Notice (or applicable portion thereof,
         subject to the limitations set forth above) on the terms offered by
         Lessor. Lessee's option to lease the space described in the Offer
         Notice shall expire after such ten (10) day period unless such election
         has been timely given to Lessor. Lessor and Lessee shall within ten
         (10) days after Lessee's acceptance of such offer execute and deliver
         to each other an amendment to this Lease prepared by Lessor to document
         Lessee's lease of the additional space. In the event that Lessee fails
         to timely elect to lease such space or falls to timely execute and
         deliver the amendment as aforesaid, then Lessee's right to lease the
         space described in the Offer Notice automatically terminates and Lessor
         shall be entitled to lease such space to one or more third parties
         without regard to such right of first offer.



                                      -5-
<PAGE>




Additionally, Lessor agrees to use reasonable efforts to advise Lessee of the
existence of vacant, unleased space on other floors in the Building as such
vacancies occur, provided however, failure to do so will not constitute a
default by Lessor, nor will Lessor incur any liability to Lessee therefor.

         9. Services; Restricted Access. Article 7 of the Lease is amended to
provide that Lessor agrees to install an elevator key-card access system
designated by Lessee which is reasonably acceptable to Lessor to allow Lessee to
restrict access, 24 hours a day, 7 days a week, to the portion of the Premises
located on the 7th and 8th floors (and the 6th floor if Lessee exercises the
option granted herein to expand the Premises to include all of the 6th floor).
The elevator key-card access system shall be for Lessee's exclusive use. The
cost of providing such restricted access shall be deducted from the Lessee
Improvement Allowance, as defined in this Seventh Amendment to Lease.
Notwithstanding any approval rights relating to the key-card system selected by
Lessee, Lessee acknowledges and agrees that Lessor has not, and by this
Amendment does not, warrant the effectiveness of any such security system and
does not undertake any responsibility for security of the Premises. Lessee
agrees that Lessor and its agents are entitled to access to the Premises for the
purposes set forth in the Lease. Notwithstanding the foregoing, if the elevator
key-card access system proves to be too costly in Lessee's sole discretion,
then Lessee, at its sole cost (subject to reimbursement from the Allowance, if
any), may designate an alternative means to restrict access to floors in the
Building occupied entirely by Lessee and which is reasonably acceptable to
Lessor.

         10. Condition of Premises; Early Occupancy of Sixth Floor.

                  (a) Lessee has inspected and approved the condition of the
         Premises and agrees that the Premises are suitable for Lessee's use and
         occupancy. Lessee acknowledges that Lessor has not undertaken and shall
         not be required to perform any modifications, alterations or
         improvements to the Premises, and that, except as provided in this
         Amendment, all installations and improvements now or hereafter placed
         on the Premises shall be at Lessee's cost (and Lessee shall pay any ad
         valorem taxes and increased insurance thereon or attributable thereto).

                  (b) Lessee agrees to construct or have constructed within the
         Premises, in accordance with working drawings, plans and
         specifications prepared by Lessee's architect and approved by Lessor
         and Lessee, the improvements which are described in the approved plans.
         All construction by Lessee within the Premises shall be subject to the
         requirements of Annex 4 attached hereto and made a part hereof.

                  (c) Lessee may enter the portion of the Premises located on
         the sixth floor identified on Annex 1 as "Suite 600" on or after
         February 1, 2001 and the portion identified as "Suite 690" on or after
         March 1, 2001 to construct Lessee's Work (as defined in the Work Letter
         attached hereto as Annex 4). Such entry shall be subject to all of the
         terms and conditions of this Lease and Annex 4 attached hereto and
         incorporated herein by this reference, excepting only the obligation to
         pay the monthly installment of Base Rent or Tenant's Pro Rata Share of
         Operating Expenses.

         11. Parking. During the remaining term of the Lease, provided that
Lessee is not in default in the payment or performance of its obligations under
the Lease, Lessor agrees to designate twenty six (26) additional reserved
surface parking spaces along the east side of the Building on the 4th and 5th
aisles from the Lake for use by Lessee.

         12. Signage. During the remaining term of the Lease, as long as Lessee
is not in default thereunder, Lessor agrees, to use it best efforts to obtain
all approvals, including, but not limited to approval from Las Colinas
Association, and/or permits required for the installation of Lessee's building
sign similar to the existing Nokia sign. All costs associated with designing,
constructing and/or installing such sign will be deducted from the Allowance
described on Annex 4, attached hereto.



                                      -6-
<PAGE>



         13. Representations and Warranties by Lessee. Lessee represents and
warrants to Lessor that: (i) Lessee has not previously assigned, sublet,
encumbered or otherwise transferred the Lease or Lessee's interest therein, (ii)
this Amendment constitutes a valid and legally binding obligation of Lessee and
is enforceable in accordance with its terms, and (iii) Lessee has the requisite
power and authority to execute and deliver this Amendment, and the consent or
joinder of no other person or entity is required in connection therewith.

         14. Miscellaneous. Lessor and Lessee agree that the Lease, as modified
by this Amendment, sets forth the entire agreement between Lessee and Lessor
with respect to the rental of the Premises and that there are no statements,
representations, agreements or writings which are collateral or incident to the
Lease or the obligations of Lessor or Lessee thereunder, except as are expressly
set forth in writing in the Lease and in this Amendment. Lessee hereby ratifies
and affirms the Lease as amended hereby and each of Lessee's obligations
thereunder and confirms that, to Lessee's actual knowledge on the date of this
Amendment, Lessee has no offsets, defenses or counterclaims against Lessor under
or in connection with the Lease. Except as amended hereby, the Lease is and
remains in full force and effect as therein written. The provisions of this
Amendment shall serve to supplement and amend the Lease as set forth herein. In
the event of a conflict between the provisions of this Amendment and the
provisions of the Lease, the provisions of this Amendment shall control.
Capitalized terms which are used herein as defined terms but which are not
otherwise defined shall have the same meaning given to such terms in the Lease.

         15. Assignment and Subletting. Lessor's consent shall not be required
for a Transfer by Lessee as follows: (i) to an entity that controls Lessee, that
Lessee controls or that is under common control with Lessee as of the date
hereof, (ii) to an entity into which Lessee is merged or consolidated, provided
that the surviving entity's balance sheet (prepared in accordance with
generally accepted accounting principles) establishes that the surviving entity
then has a net worth equal to or greater than $50,000,000, or (iii) to an entity
which acquires all, or substantially all, of the assets or stock of Lessee,
provided that such purchaser's balance sheet (prepared in accordance with
generally accepted accounting principles) establishes that such purchaser then
has a net worth equal to or greater than $50,000,000 (hereinafter, any of the
foregoing shall be referred to as a "Related Transfer"). Furthermore, the
provisions of Article 22 (C) and (D) shall not apply to a Related Transfer, but
Lessee shall comply with the terms of Article 22 (E) except for subpart (c)
thereof. The term "control" shall mean fifty-one percent (51%) of the voting
ownership of the entity.

         EXECUTED as of the day and year first above written.

                                     LESSOR:

                                     GREENWAY TOWER JOINT VENTURE

                                     By: Independence Development Inc.; a Texas
                                         corporation, General Partner


                                         By: /s/ ROBERT W. KENNEDY
                                            ------------------------------------
                                         Name: /s/ Robert W. Kennedy
                                              ----------------------------------
                                         Title: Executive Vice President
                                               ---------------------------------

                                     LESSEE:

                                     ACE CASH EXPRESS, INC.,
                                     a Texas corporation

                                     By: /s/ DONALD H. NEUSTADT
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------



                                      -7-
<PAGE>


                                     ANNEX 1



                                    [GRAPHIC]



                          GREENWAY TOWER * SIXTH FLOOR
                               1231 GREENWAY DRIVE




                                      -8-
<PAGE>


                                    ANNEX 2



                                   [GRAPHIC]



                         GREENWAY TOWER * SEVENTH FLOOR
                               1231 GREENWAY DRIVE




                                      -9-
<PAGE>



                                     ANNEX 3



                                    [GRAPHIC]



                          GREENWAY TOWER * EIGHTH FLOOR
                               1231 GREENWAY DRIVE



                                      -10-
<PAGE>
                                     ANNEX 4

                              WORK LETTER AGREEMENT

         This Work Letter Agreement is attached to and forms a part of the
Seventh Amendment to Lease Agreement for Greenway Tower (the "Amendment") dated
December 20, 2000, between GREENWAY TOWER JOINT VENTURE, a Texas joint venture
(Lessor") and ACE CASH EXPRESS, INC., a Texas corporation ("Lessee"), modifying
the Lease (herein so called) more particularly described therein, covering the
Premises (herein so called) commonly known as Suites 600, 690, 700 and 800 of
the Building known as Greenway Tower located at 1231 Greenway Drive, Irving,
Texas.

         1. LESSEE'S PLANS. Lessee shall employ an architect approved by Lessor
and duly licensed to practice in the State where the Premises are located
("Lessee's Architect"), who shall prepare and submit to the Lessor plans,
specifications and drawings describing Lessee's desired improvements to the
Premises or designated portions thereof ("Plans"). The Plans shall be subject to
the prior written approval of Lessor. Lessor's approval of such Plans shall not
render Lessor liable or responsible to Lessee or any other party for any defects
or deficiencies in such Plans or any improvements constructed pursuant to the
terms thereof. Lessee and Lessee's Architect shall be solely responsible for
compliance with all applicable legal requirements, including without limitation
building and fire codes.

         2. CONSTRUCTION. Lessee will cause the leasehold improvements described
in the Plans approved by Lessor to be constructed ("Lessee's Work") at Lessee's
cost and expense to the extent such cost and expense exceeds the Allowance
(hereinafter defined), and in accordance with applicable legal requirements and
the building guidelines set forth on Appendix I attached hereto and made a part
hereof for all purposes. Lessee's Work may be constructed in one or more stages
(individually, a "stage").

                  (a) PERMITS. In connection with Lessee's Work and each stage
thereof, Lessee, or the Contractor, shall file all drawings, plans and
specifications, pay all fees and obtain all permits and applications from any
authorities having jurisdiction, including, without limitation, the permanent
certificate of occupancy. Lessee shall obtain all other approvals required of
Lessee to use and occupy the Premises and to open for business with the public.

                  (b) APPROVAL. Prior to the commencement of Lessee's work or
any stage thereof, Lessee shall obtain bids and select a contractor, reasonably
acceptable to Lessor, to be the "Contractor" performing the Lessee's Work.
Lessor's approval of the Contractor may not be unreasonably withheld or delayed.
Following such selection and approval from Lessor, Lessee shall then enter into
a construction contract for Lessee's Work or the applicable stage thereof (each
a "Construction Contract") with such Contractor and Lessee shall furnish a copy
thereof to Lessor and when available, the names of all subcontractors or
suppliers furnishing labor or materials for Lessee's Work in excess of $10,000.
The Contractor or subcontractors shall be required to obtain from Lessor
permission for using any area outside the Premises for storage, handling or
moving materials and equipment or for parking any vehicles. In addition, Lessee,
the Contractor and subcontractors shall comply with Lessor's building guidelines
applicable to construction of Lessee's Work which are set forth on Appendix 1
attached hereto and made a part hereof for all purposes. If any of Lessee's work
relates to areas or conditions over which Lessor requires sole control, then
Lessor shall have the right at Lessor's discretion to perform (or have Lessor's
contractor perform) such portion of Lessee's Work, provided Lessor notified
Lessee prior to seeking bids of such requirement and Lessor's contractor
performs such work at competitive costs.

                  (c) INSURANCE. The Contractor and subcontractors shall be
required to provide, in addition to the insurance required to be maintained by
Lessee pursuant to the Amendment, the following types of insurance and the
following minimum amounts, and to the extent permitted by law, naming Lessor and
any other persons having an interest in the building as "additional insureds" or
"as their interests may appear", issued by companies and in form and substance
approved by Lessor:

                           (i) Workman's Compensation coverage with limits of at
                  least $500,000.00 for the employer's liability coverage
                  thereunder.

                           (ii) All Risk Builders Risk on 100% Completed Value,
                  covering damage to the construction and improvements to be
                  made by Lessee with 100% coinsurance protection.

                           (iii) Automobile Liability coverage with bodily
                  injury limits of at least $1,000,000.00 per accident and
                  $500,000.00 accident for property damage.

                           (iv) Other insurance reasonably required by Lessor.

Original or duplicate policies for all of the foregoing insurance shall be
delivered to Lessor before Lessee's Work is started and before any contractor's
or subcontractor's equipment is moved on to any part of the Premises.

                  (d) LIABILITY DURING CONSTRUCTION. Lessee hereby assumes any
and all liability arising out of or relating to Lessee's Work after the date
hereof, including any liability arising out of statutory or common law for any
and all injuries to or death of any and all persons (including, without
limitation, Lessee's contractors and subcontractors and their employees) and
any liability for any and all damage to property caused by, or resulting from,
or arising out of any act or omission on the part of the Lessee, Lessee's
contractors and Lessee's or their subcontractors or employees in the performance
of Lessee's Work, and Lessee further agrees to defend, indemnify and save
harmless Lessor from and against all damages, claims, costs, liabilities, losses
and/or expenses (including legal fees and expenses) arising out of or related to
Lessee's Work, including without limitation any and all such injuries, death
and/or damage. Lessee agrees to insure the foregoing assumed contractual
liability in its liability policies and the original or duplicate original of
said



                                      -11-
<PAGE>
policy that Lessee will deliver to Lessor shall expressly include said
contractual liability coverage.

                  (e) REMOVAL DURING CONSTRUCTION. Contractors and/or
subcontractors participating in the Lessee's Work shall be required to keep the
Premises and adjacent areas in a neat and clean condition and to remove and
dispose of, as frequently as Lessor may direct, all debris and rubbish caused
by, or resulting from the work and upon completion, to remove all temporary
structures, surplus materials, debris and rubbish of whatever kind remaining on
any part of the Premises or in proximity thereto that was brought in or created
by the performance of Lessee's Work. If at any time Lessee's contractors and
subcontractors shall neglect, refuse, or fail to remove any debris, rubbish, or
surplus materials within twenty-four (24) hours after written notice to Lessee,
Lessor may remove the same at Lessee's expense.

                  (f) CHANGES. All changes to the Plans shall be subject to
Lessor's prior written approval.

                  (g) AFFIDAVITS. Lessee shall cause to be filed and/or recorded
such affidavits as Lessor requests regarding Lessee's Work, including without
limitation an affidavit of commencement of Lessee's Work and an affidavit of
completion of Lessee's Work on the dates required by law to give proper effect
thereto, or if requested by Lessor, on the dates specified by Lessor.

         3. REMOVAL OF LESSEE'S WORK AT EXPIRATION OR TERMINATION OF LEASE.
Lessee's Work (including any Changes) shall be the property of Lessor and shall
remain upon and be surrendered with the Premises upon the expiration of the
Lease term; provided, that at Lessor's option, Lessee shall, at Lessee's sole
cost and expense, remove all of wiring and cabling included as part of Lessee's
Work from the Premises upon expiration or termination of the Lease, and restore
any damage to the Premises resulting therefrom, unless Lessor waived in writing
such requirement on or prior to the time Lessee sought approval of the Plans.

         4. CONFLICTS AND CONFORMITY WITH LEASE. Any rights and obligations of
Lessor and Lessee relative to any matter not stated in this Work Letter
Agreement shall be governed by the Lease. If there shall be any conflict between
this Work Letter Agreement and the Lease, the provisions of this Work Letter
Agreement shall prevail. As used herein, all capitalized terms not defined
herein shall have the same meaning as defined in the Lease.

         5. ALLOWANCE.

         (a) Lessee's Work shall be done at Lessee's expense, including building
permit fees, other fees, architectural and engineering expenses and other
expenses relating to Lessee's Work. However, Lessor shall allow Lessee the
following allowances:

                  (1) a finish-out allowance of $24.00 per rentable square foot
         of the Premises (the "Construction Allowance");

                  (2) an allowance of $2.00 per rentable square foot of the
         Premises for space planning and preparation of construction drawing
         (the "Design Allowance") to be applied toward payment of actual out of
         pocket costs incurred by Lessee in connection with the design and
         completion of Lessee's Work; and

                  (3) an allowance of $1.00 per rentable square foot of the
         Premises for moving during construction (the "Moving Allowance");

(the Construction Allowance, Design Allowance and Moving Allowance are
hereinafter sometimes collectively referred to as the "Allowance"). Lessee shall
be permitted to draw from any of the categories of Allowances to pay for
Lessee's work, including, but not limited to payment of fees due Charter
Associates, Lessee's construction management firm, or such other construction
manager approved by Lessor. In addition to Lessee's Work, Lessee may draw upon
the Allowance to pay the costs for installing signage and/or elevator key-card
access systems, all as described elsewhere in this Amendment.

Lessor acknowledges that Lessee's Work may be performed in stages, with certain
areas of the Premises being constructed and then, subsequently, other areas.
Accordingly, Lessee may draw upon the Allowance from time to time, provided
however, Lessor shall not be required to advance or approve any request for an
advance of, any portion of the Allowance with respect to any invoice or request
for disbursement submitted by Lessee to Lessor after April 30, 2005. The
proceeds of the Allowance shall be used solely for payment of eligible costs
incurred in constructing the permanent leasehold improvements described in the
Plans approved by Lessor or such other costs allowed in the preceding paragraph.
Lessee understands that if the cost of Lessee's Work, including without
limitation any changes in Lessee's Work, exceeds the Allowance, then Lessee
shall be solely responsible for all such costs in excess of the Allowance.

As the Lessee's Contractor constructs Lessee's Work and is entitled to payment
(each such payment, a "Contractor Payment") under the Construction Contract
attributable to the Lessee's Work only, Lessee shall notify Lessor as to the
date on which Lessee's Contractor and architect have scheduled the periodic draw
walk (which shall be no more often than monthly) and Lessor shall be entitled to
participate in the periodic draw walk. Within thirty (30) days after the date on
which Lessee's Contractor and Lessor have agreed upon the amount of any periodic
draw requests as certified by Lessee's architect, Lessor shall be obligated to
reimburse Lessee for such Contractor Payment (to the extent certified by
Lessee's architect) paid by Lessee to Lessee's Contractor until the balance of
the Allowance has been fully utilized. All payments of the Allowance shall be
made to Lessee within thirty (30) days after Lessor's receipt of an invoice from
Lessee requesting reimbursement of such costs and expenses, which invoice shall
include the architects' certification and documentation reasonably acceptable to
Lessor to confirm payment of such costs and expenses, together with a copy of
the draw request and all supporting information and partial lien wavers and
releases from Lessee, Lessee's Contractor and subcontractors. Lessee's
Construction

                                      -12-
<PAGE>



Contract shall be subject to a 10% retainage by Lessee. Lessor shall not be
required to reimburse Lessee for the required retainage until thirty (30) days
after Lessor's receipt of: proof that all bills in connection with Lessee's Work
or such stage have been paid in full and all persons or entities with the right
to file a lien in connection therewith have finally waived and released their
lien rights in connection therewith in a manner satisfactory to Lessor; a copy
of Lessee's certificate of occupancy; an original Affidavit of Total Release and
Bills Paid in form acceptable to Lessor signed by Lessee and by the general
contractor, indicating that all subcontractors and suppliers have been paid, and
accompanied by copies of the invoices referred to therein; and a copy of
"as-built" plans of finish-out for such stage.

                  (b) Notwithstanding anything to the contrary, Lessee may use
the Allowance for cabling and wiring the Premises.

                  (c) Lessor and Lessee agree that the Allowance shall be
deposited in escrow with a mutually acceptable third party ("Escrow Agent") to
be held by Escrow Agent and dispersed in accordance with the terms hereof.
Lessor, Lessee and Escrow Agent shall enter into a written agreement reflecting
the terms and conditions hereof.

                  (d) Whenever Lessor's or Lessee's approval or consent is
required under this Work Letter Agreement, it shall not be unreasonably
withheld, delayed or conditioned.



                                      -13-
<PAGE>



                                   APPENDIX 1


                   SUB CONTRACTOR & CONSTRUCTION REQUIREMENTS
                          SABRE REALTY MANAGEMENT, INC.

                                ACE CASH EXPRESS
                                at Greenway Tower
                                December   , 2000


o   CORE CONCRETE                       WORK MUST BE DONE BEFORE 8 a.m.
o   TACK STRIP                          AND/OR AFTER 5 p.m.
o   DRILLING & HAMMERING

o   SPRINKLERS (FIRE)                   MUST HAVE ONE (I) DAY ADVANCE
o   HVAC                                NOTICE
o   PLUMBING

ALL CEILING WORK ADJACENT               ONE (1) DAY ADVANCE NOTICE AND
TO CONSTRUCTION SPACE                   BEFORE 8 a.m. AND/OR AFTER 5 p.m.



ACCESS INTO ADJACENT SPACE MUST BE COORDINATED WITH CONSTRUCTION OFFICE.
SECURITY WILL BE PROVIDED DURING THE TIME WORK TAKES PLACE AT THE CONTRACTORS
EXPENSE.

o    USE SERVICE (FREIGHT) ELEVATOR ONLY

o    USE REST ROOM ON CONSTRUCTION FLOOR ONLY

o    COVER HALL (ATRIUM) FLOORS WHILE MOVING MATERIALS

o    UNCOVER SMOKE DETECTOR AT THE END OF EACH DAY

o    VACUUM HALL (ATRIUM) FLOORS AT THE END OF EACH DAY

o    COVER SMOKE DETECTORS AT THE END OF EACH DAY

o    PROVIDE A LIST OF SUBCONTRACTORS WITH TELEPHONE NUMBERS AND
     CONTACT PERSONS)



SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -14-
<PAGE>



DRYWALL

o    PROTECT WALL, FLOORS, DOORS WHEN STOCKING JOB

o    CLEAN AND BROOM SWEEP JOB AFTER 1 SIDE (PHASE OR TOTAL)

o    CLEAN AND BROOM SWEEP JOB AFTER 2 SIDE (TOTAL)

o    PROVIDE PROPER MANPOWER TO COMPLETE JOB REQUIREMENTS, OR AS DIRECTED BY JOB
     SUPER

o    JAMB SIDE OF DOOR FRAMES TO GO PAST HEADER ON ANY FRAME THAT DOES NOT GO TO
     A TOP TRACK

o    JOB COMMUNICATION

o    DOOR STOPS, DOOR HARDWARE, CLOSERS, PR.21 - INSTALL WITH JOB/PUNCH OUT

o    UNDER CUT DOORS AT TIME DOOR IS HUNG

o    DEMO TRASH TO BE REMOVED PRIOR TO WALL FRAME WORK

o    CLEAN TRASH AT THE END OF DAY. (i.e.: cups in windows, cans, paint cans,
     etc.)

o    CONTRACTOR WILL REWORK CEILING GRID FOR LAY IN LIGHTS PRIOR TO CARPET
     INSTALLATION.

o    CLEAN AND BROOM SWEEP JOB AFTER CEILING BOARD INSTALLATION

o    GENERAL CLEAN UP MAY REQUIRE REMOVAL OF APPLIANCE BOXES

o    CONTRACTOR WILL TOUCH UP (PAINT) ALL SCRATCHES IN DOOR FRAMES, WINDOW
     FRAMES, AND BREAK METAL.

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.



SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -15-
<PAGE>



PANTING

o    CLEAN TRASH AT THE END OF DAY.
     (i.e.: cups in windows, papers, cans, paint cans, etc.)

o    WHEN BIDDING NEW JOB, AND OLD PAINT, CAULK, OVERSPRAY, BAD JOINTS WILL BE
     FIXED, CLEANED, OR REPAIRED AS PART OF THE NEW JOB.

o    JOB BID PRICE INCLUDES ALL LABOR TO COMPLETE JOB: HOURS, DAYS AS REQUIRED.

o    JOB REQUIRES ALL DOOR FRAMES, DOORS, PR.l, PR.21, AND WINDOW FRAMES TO BE
     CLEANED AND CAULKED AS REQUIRED (NEW OR EXISTING WORK)

o    SCRAPE AND BROOM SWEEP DRYWALL MUD AND PAINT FROM FLOORS.

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.




SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -16-
<PAGE>



PLUMBING

o    CLEAN TRASH AT THE END OF EACH DAY.
     (i.e.: cups in windows, cans, etc.)

o    NO DRILLING OR CORE WORK PERFORMED AFTER 8 a.m. OR BEFORE 5 p.m. UNLESS
     APPROVED BY JOB SUPER.

o    CONTRACTOR TO INSPECT ANY APPLIANCES OR PLUMBING FIXTURES FOR PROPER
     OPERATION AT THE TIME OF INSTALLATION. CONTRACTOR TO START ANY APPLIANCES
     THAT HE HOOKS UP AND INSTALLS.

o    REMOVE ANY FIXTURE OR APPLIANCE BOXES AT THE TIME OF INSTALLATION.

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.




SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -17-
<PAGE>


ELECTRICAL

o    COMPLETE ALL ROUGH IN AT NEW WALLS AND EXISTING WALLS AT TIME OF ROUGH IN
     INSPECTION (DUPLEX, DATA, PHONE, SWITCH)

o    REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF ROUGH IN.

o    REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF CEILING WORK, PLUG AND
     SWITCH.

o    IMMEDIATELY FOLLOWING COMPLETION OF PAINTING, ELECTRICAL CONTRACTOR WILL
     FINISH PLUG AND SWITCH OF TOTAL JOB PRIOR TO CARPET INSTALLATION.

o    ALL EXISTING DUPLEX, PHONE, DATA, OUTLETS WILL RECEIVE A BLANK COVER PLATE
     UNLESS INSTRUCTED OTHERWISE.

o    ELECTRICAL CONTRACTOR TO PLACE "LAY IN" LIGHTS ABOVE GRID WORK PRIOR TO
     SPRINKLER WORK.

o    CLEAN TRASH AT THE END OF EACH DAY.
     (i.e. cups in windows, cans, papers, etc.)

o    LEAD ELECTRICIAN THAT STARTS JOB, FINISHES JOB.

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.

o    CHECK BALLAST AND LIGHTING TUBES TO MAKE SURE THEY ARE ALL THE SAME COLOR.

o    CLEAN LAY IN LIGHT LENS (ACRYLIC)

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.


SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -18-
<PAGE>


HVAC

o    ALL WORK (NEW INSTALL AND EXISTING) WILL BE BALANCED AT TIME OF
     INSTALLATION.

o    ALL T-STAT INSTALLED, CHECKED, AND CLEANED FOR PROPER INSTALLATION.

o    PROVIDE WRITTEN REPORT OF ANY BAD REQUIREMENT (HVAC) FOUND DURING
     INSTALLATION.

o    CLEAN TRASH AT THE END OF EACH DAY.
     (i.e. cups in window, can, paint cans, etc.)

o    REMOVE OR STORE ALL MATERIAL, NOT USED IN JOB, AT COMPLETION AS REQUIRED.
     (DUCT, GRILLS, WIRE, BOXES, ETC.)

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.


o    INSURANCE CERTIFICATES MUST BE UP TO DATE.



SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -19-
<PAGE>



CARPET

o    REMOVE ALL TRASH MATERIAL, TACK STRIP, BOXES, BASE, CARPET, VCT UPON
     COMPLETION OF INSTALLATION.

o    JOB SUPERVISION - JOB IS REVIEWED BY CONTRACTOR/FIELD SUPER FOR JOB
     COMPLETION.

o    JOB SUPERVISION - FIELD SUPER TO MONITOR TACK STRIP INSTALLATION OR GLUE
     DOWN PREP TO MINIMIZE DAMAGE TO WALLS, MILLWORK, HARD SURFACE FLOOR. CARPET
     INSTALLATION TO BE CONTROLLED TO PREVENT DAMAGE TO WALLS, DOOR FRAMES,
     DOORS, MILLWORK.

o    NO TACK STRIP INSTALLED AFTER 8 a.m. OR BEFORE 5 p.m. UNLESS APPROVED BY
     JOB SUPER.

o    CARPET CONTRACTOR TO FIELD VERIFY MATERIAL QUANTITY REQUIRED TO COMPLETE
     JOB 100% (FLOOR AND BASE MATERIAL)

o    ALL JOBS TO BE POWER STRETCHED AS REQUIRED.

o    TRANSITION STRIPS REQUIRED AT ALL FLOOR MATERIAL CHANGES.

o    CONTRACTOR WILL PROVIDE CREW SELECTION BY JOB SUPER AS REQUIRED.

o    A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE
     PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN
     THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH,
     IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE
     VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT
     IN.

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.



SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -20-
<PAGE>



CLEANING

o    STANDARD CLEAN TO INCLUDE:

          WINDOWS
          BLINDS
          METAL FRAMES
          DOORS
          DOOR FRAME
          VACUUM CARPET
          VACUUM/CLEAN BASE
          CEILING TRACK
          MILLWORK SURFACES
          MILLWORK DRAWERS (INSIDE)
          MILLWORK CABINETS (INSIDE)
          PLUMBING FIXTURES
          APPLIANCES (INCLUDING PAPER INSIDE)

o    CLEAN PAINT OFF METAL, FRAMES, DOOR, AS REQUIRED.

o    CLEAN TRASH AT THE END OF EACH BREAK, LUNCH, AND DAY
     (i.e. ups in window, cans, etc.)

o    A SIGNED AND NOTARIZED LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED
     TO US FOR PAYMENT. IF THE INVOICE AND LIEN WAIVER ARE NOT IN OUR OFFICE BY
     THE 20TH OF EACH MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE
     FOLLOWING MONTH. IT IS THE VENDOR'S RESPONSIBILITY TO MAKE SURE ALL
     NECESSARY PAPER WORK HAS BEEN SENT IN.

o    INSURANCE CERTIFICATES MUST BE UP TO DATE.



SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS

                                      -21-