CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT

This Change-in-Control  Executive Severance Agreement (this "Agreement"),  dated
and  effective  August 17,  2000,  is between Ace Cash  Express,  Inc.,  a Texas
corporation (the "Company"), and Debra A. Bradford (the "Executive").



                              Statement of Purpose

The Company desires,  for its continued success, to have the benefit of services
of experienced  management personnel like the Executive.  The Board of Directors
of the Company therefore believes that it is in the best interest of the Company
that,  in the event of any  prospective  change in control of the  Company,  the
Executive be reasonably  secure in her employment and position with the Company,
so that the Executive can exercise  independent judgment as to the best interest
of the  Company  and  its  shareholders,  without  distraction  by any  personal
uncertainties or risks regarding the Executive's  continued  employment with the
Company  created  by the  possibility  of a  change-in-control  of the  Company.
Therefore,  the Company and the Executive  are entering  into this  Agreement to
assure   severance   benefits  to  the  Executive  in  connection  with  certain
terminations of employment upon or after a change in control of the Company.

                                    Agreement

In  consideration  of the  statements  made in the  Statement of Purpose and the
mutual  agreements  set forth  below,  the  Company and the  Executive  agree as
follows:

1.       Definitions  and  Interpretation.  Various terms used in this Agreement
         are  defined  in  Exhibit  A; each of the  defined  terms  used in this
         Agreement begins with a capital letter.  Various interpretative matters
         for this  Agreement  are also set forth in Exhibit  A.  Exhibit A is an
         integral part of this Agreement and is  incorporated  in this Agreement
         by reference.

2.       Term of  Agreement.  This  Agreement  will continue in effect until the
         earliest of the following:


                   (a) Any  termination of the  Executive's  employment with the
                   Company  before a Change in  Control.  (If the  Executive  is
                   employed  by  any  Subsidiary,  whether  or not  she is  also
                   employed by the Company,  any reference in this  Agreement to
                   the Executive's  employment by the Company shall be deemed to
                   include her employment by a Subsidiary.)
<PAGE>

                   (b) 11:59  p.m.  on June 30  following  at least six  months'
                   Notice of termination  of this Agreement by either Party,  if
                   that  June 30  occurs  before a Change  in  Control.  (c) The
                   Company's  performance  of all of its  obligations,  and  the
                   Executive's  receipt of all of the  payments  and benefits to
                   which she is entitled, under this Agreement after a Severance
                   Payment Event.

3.       Severance Benefits.  Upon a Severance Payment Event, in addition to any
         other severance or  employment-termination  compensation or benefits to
         which the Executive may be entitled from the Company or any  Subsidiary
         under the terms of any Plan of which the Executive was a participant or
         a beneficiary  immediately  before the  Severance  Payment  Event,  the
         Company shall:

                   (a) Pay the  Executive  in cash,  within five  Business  Days
                   after the Severance Payment Event, all of her Base Salary and
                   all other earned but unpaid cash compensation or entitlements
                   due to the Executive  through (and including) the date of the
                   Severance Payment Event,  including unused earned and accrued
                   vacation pay and unreimbursed reimbursable business expenses.

                   (b)  Make  the  Severance   Payment  in  cash  in  two  equal
                   installments:  (i) the first within five  Business Days after
                   the Severance  Payment  Event,  and (ii) the second  (without
                   interest),  subject  to  Section 4, no later than noon on the
                   first anniversary of the Severance Payment Event.

                   (c) Provide or arrange to provide the  Executive  (whether or
                   not under any Welfare Benefit Plan then  maintained),  at the
                   Company's  sole  expense  and  for the  Benefit  Continuation
                   Period,  Welfare Benefits that are substantially the same the
                   Welfare   Benefits   provided  to  the  Executive   (and  her
                   dependents   and   beneficiaries)   immediately   before  the
                   Severance Payment Event,  except that the Welfare Benefits to
                   which the  Executive is entitled  under this  subsection  (c)
                   will  be  reduced  to  the  extent  that  comparable  welfare
                   benefits are received by the Executive from an employer other
                   than  the  Company  or  any  Subsidiary  during  the  Benefit
                   Continuation   Period.   (The  fact  that  the  cost  of  the
                   participation   by  the  Executive,   or  her  dependents  or
                   beneficiaries,   in  any  Welfare   Benefit   Plan  was  paid
                   indirectly by the Company,  as a reimbursement or a credit to
                   the  Executive,  before the Severance  Payment Event does not
                   mean  that  the  corresponding   Welfare  Benefits  were  not
                   "provided to the Executive" by the Company for the purpose of
                   this subsection (c).)

         In  addition,  each  Stock  Award  outstanding  immediately  before the
         Severance Payment Event and not yet exercised or forfeited (as the case
         may be) will  accelerate  and  become  fully  vested,  exercisable,  or
         nonforfeitable   upon  the  Severance  Payment  Event,  as  though  all
         requisite time had passed to vest the Stock Award or cause it to become
         exercisable or nonforfeitable.
<PAGE>

4.       Nondisclosure  and  Noncompetition.  As an inducement to the Company to
         enter into this  Agreement,  the Executive  represents to and covenants
         with or in favor of the Company as follows:

                   (a) The  Executive  has acquired and will acquire  during her
                   employment with the Company knowledge or awareness of various
                   Trade  Secrets.  All  of  the  Trade  Secrets  are  valuable,
                   special, and unique assets of the Company, and the disclosure
                   of any of them,  or their use in any  manner,  other  than on
                   behalf of the Company would cause substantial injury, loss of
                   profits, and loss of goodwill to the Company.

                   (b) During her  employment  with the Company and at all times
                   thereafter,  the Executive shall not, directly or indirectly,
                   disclose or disseminate  any Trade Secret to any other Person
                   or lecture upon,  publish articles  concerning,  or otherwise
                   use or employ any Trade  Secret,  except (in any case) to the
                   extent  required  in the  course of her  employment  with the
                   Company or by applicable law, rule, or regulation  (including
                   legal process). In addition,  all Trade Secrets and materials
                   containing   Trade  Secrets   prepared  or  compiled  by  the
                   Executive or  furnished  or made  available to him during her
                   employment  with  the  Company  are the  sole  and  exclusive
                   property of the Company,  and none of those Trade  Secrets or
                   materials  containing  Trade  Secrets  may be retained by the
                   Executive upon or following any termination of her employment
                   with the Company.

                   (c) If the Executive's employment with the Company terminates
                   (other than because of the  Executive's  death or Disability)
                   upon  or  before  the  termination  of  this  Agreement,  the
                   Executive  shall not, at any time during the first year after
                   that  termination  of employment  anywhere in the  Restricted
                   Territory,  directly  or  indirectly  engage in any  activity
                   which,  or any  activity  for  any  enterprise  or  entity  a
                   material part of the business of which,  is competitive  with
                   the business  conducted,  or proposed  during her  employment
                   with  the  Company  to be  conducted,  by  the  Company.  The
                   activity  prohibited by the preceding  sentence  includes any
                   kind of ownership  (other than  ownership of  securities of a
                   publicly held entity of which the Executive owns less than 1%
                   of a class of outstanding  securities) in or of, or acting as
                   a director,  officer,  agent,  employee,  or consultant of or
                   for, any  enterprise  or entity  referred to in the preceding
                   sentence.

                   (d)  The   Executive   acknowledges   and  agrees   that  the
                   restrictions  in this Section 4 are reasonable and not unduly
                   burdensome to him under the circumstances.

                   (e) The  Executive's  compliance  with  this  Section  4 is a
                   condition to the second installment of the Severance Payment;
                   the Company may refuse to pay that  second  installment,  and
                   that installment shall not be due to the Executive,  if there
                   is any such noncompliance.  The Company shall have the burden
                   of proof regarding any question of the Executive's compliance
                   or noncompliance with this Section 4.
<PAGE>

5.       Tax Limitation. If any payment or benefit received or to be received by
         the Executive  under this Agreement or any other of the Total Severance
         Benefits would not be  deductible,  in whole or in part, by the Company
         as a result of Section  280G of the Code,  the  payments  and  benefits
         under this  Agreement  shall be  reduced  until no portion of the Total
         Severance  Benefits is nondeductible as a result of Section 280G of the
         Code. For the purposes of this Section 5:

                   (a) Any  portion  of the Total  Severance  Benefits  that the
                   Executive has  effectively  waived in writing before the date
                   on which  that  portion is  received  shall not be taken into
                   account in determining  the limitation on the Total Severance
                   Benefits;

                   (b) any portion of the Total Severance Benefits that does not
                   constitute  a  "parachute  payment"  within  the  meaning  of
                   Section  280G(b)(2)  of the  Code  shall  not be  taken  into
                   account in determining  the limitation on the Total Severance
                   Benefits; and

                   (c) the value of any  non-cash  benefit or  deferred  payment
                   included in the Total Severance  Benefits shall be determined
                   by the Company's  independent auditors in accordance with the
                   principles of Sections 280G(d)(3) and (4) of the Code.

6.       Executive's  Legal  Expenses.  The Company  shall pay the  Executive an
         amount equal to the reasonable  legal fees and other expenses  incurred
         in good faith by him in obtaining  or  retaining  payments and benefits
         under this Agreement,  including all such fees and expenses (if any) in
         enforcing,  in good  faith,  any  right  or  benefit  provided  by this
         Agreement or in connection with the contest or defense of any tax audit
         or  proceeding  by the  Internal  Revenue  Service to the  extent  that
         Section  4999 of the Code is alleged or claimed to apply to any payment
         or benefit provided under this Agreement. The Company will be obligated
         under the preceding sentence even if the Executive is not successful in
         any  enforcement  claim  or  counterclaim  by him,  or in any  such tax
         contest or  defense,  so long as he acted in good  faith.  The  Company
         shall make any payment  required by this Section 6 within five Business
         Days after Notice from the Executive  requesting  payment and providing
         such  evidence  of the  incurrence  of those fees and  expenses  as the
         Company may reasonably request.

7.       No Mitigation.  If a Severance Payment Event occurs, the Executive need
         not seek other employment or attempt in any way to reduce the amount of
         any  payments or benefits to the  Executive  by the Company  under this
         Agreement.  Other than as stated in subsection  (c) of Section 3 and in

<PAGE>

         subsection (e) of Section 4, the amount of the Severance Payment or any
         other severance  benefit provided or to be provided to the Executive by
         the Company  under  Section 3 shall not be reduced by any  compensation
         earned  by  the  Executive  as the  result  of  any  other  employment,
         consulting relationship, or other business activity.

8.       No Set-off. The Company's obligations under this Agreement are absolute
         and  unconditional,  and  not  subject  to any  set-off,  counterclaim,
         recoupment,  defense, or other right that the Company or any Subsidiary
         may have against the  Executive,  except as stated in subsection (c) of
         Section 3 and in subsection (e) of Section 4.

9.       Tax  Withholding.  The  Company  shall  withhold  from any  payments or
         benefits  under this Agreement  (whether or not otherwise  acknowledged
         under this Agreement) all federal,  state, local, or other taxes as may
         be legally required to be withheld.

10.      Employment  Status.  Nothing in this  Agreement  provides the Executive
         with any  continued  employment  with the Company or any  Subsidiary or
         shall  interfere with the Company's  right to terminate the Executive's
         employment at any time and for any (or no) reason.

11.      No  Exclusivity.  Nothing  in this  Agreement  prevents  or limits  the
         Executive's  participation  in any Plan for  which  the  Executive  may
         qualify or shall  impair any rights that the  Executive  may have under
         any other  contract or  agreement  with the Company or any  Subsidiary,
         except for any limitation resulting from Section 5.

12.      Governing  Law;  Jurisdiction.  All  matters or issues  relating to the
         interpretation,   construction,   validity,  and  enforcement  of  this
         Agreement shall be governed by the laws of Texas, without giving effect
         to any choice-of-law  principle that would cause the application of the
         laws of any  jurisdiction  other than Texas.  Jurisdiction and venue of
         any action or proceeding  relating to this Agreement or any Dispute (to
         the extent  arbitration  is not  required  under  Section  13) shall be
         exclusively in Dallas County, Texas.

13.      Arbitration.  Except as provided in subsection  (h) of this Section 13,
         any Dispute must be resolved by binding  arbitration in accordance with
         the following:

                  (a) A Party  may  begin  arbitration  by  filing a demand  for
                  arbitration  in  accordance  with the  Arbitration  Rules  and
                  concurrently  Notifying the other Party of that demand. If the
                  Parties are unable to agree upon a panel of three  arbitrators
                  within ten days after the  demand  for  arbitration  was filed
                  (and do not agree to an  extension  of that  ten-day  period),
                  either  Party may  request the Dallas  office of the  American
                  Arbitration   Association   to  appoint  the   arbitrator   or
                  arbitrators necessary to complete the panel in accordance with
                  the Arbitration  Rules.  Each arbitrator so appointed shall be
                  deemed accepted by the Parties as part of the panel.

                  (b) The  arbitration  shall be  conducted  in the  Dallas-Fort
                  Worth, Texas metropolitan area at a place and time agreed upon
                  by the Parties with the panel, or if the Parties cannot agree,
                  as designated by the panel. The panel may,  however,  call and
                  conduct  hearings  and  meetings  at such other  places as the
                  Parties  may agree or as the panel  may,  on the motion of one
                  Party,   determine  to  be  necessary  to  obtain  significant
                  testimony or evidence.
<PAGE>

                  (c) The panel  may  authorize  any and all forms of  discovery
                  upon a Party's showing of need that the requested discovery is
                  likely to lead to  material  evidence  needed to  resolve  the
                  Dispute and is not excessive in scope, timing, or cost.

                  (d)  The   arbitration   shall  be  subject  to  the   Federal
                  Arbitration   Act  and  conducted  in   accordance   with  the
                  Arbitration Rules to the extent that they do not conflict with
                  this Section 13. The Parties and the panel may, however, agree
                  to  vary  to  provisions  of this  Section  13 or the  matters
                  otherwise governed by the Arbitration Rules.

                  (e) The arbitration hearing shall be held within 30 days after
                  the  appointment  of the panel.  The panel's final decision or
                  award  shall be made  within 30 days after the  hearing.  That
                  final decision or award shall be made by unanimous or majority
                  vote or consent of the arbitrators constituting the panel, and
                  shall  be  deemed  issued  at the  place of  arbitration.  The
                  panel's  final  decision  or  award  shall  be  based  on this
                  Agreement and applicable  law; the panel may not act according
                  to equity and conscience or apply the law merchant.

                  (f) The panel's final decision or award may include injunctive
                  relief in response to any actual or  impending  breach of this
                  Agreement or any other actual or impending  action or omission
                  of a Party under or in connection with this Agreement.

                  (g) The  panel's  final  decision  or award shall be final and
                  binding upon the Parties,  and judgment  upon that decision or
                  award may be entered  in any court  having  jurisdiction.  The
                  Parties  waive  any  right to apply or appeal to any court for
                  relief from the preceding sentence or from any decision of the
                  panel made before the final decision or award.

                  (h)  Nothing  in this  Section  13 limits  the right of either
                  Party to apply to a court having  jurisdiction  to (i) enforce
                  the agreement to arbitrate in accordance with this Section 13,
                  (ii) seek  provisional  or  temporary  injunctive  relief,  in
                  response to an actual or impending  breach of the Agreement or
                  otherwise so as to avoid a irrevocable  damage or maintain the
                  status  quo,  until a final  arbitration  decision or award is
                  rendered  or the  Dispute  is  otherwise  resolved,  or  (iii)
                  challenge  or vacate any final  arbitration  decision or award
                  that does not  comply  with  this  Section  13.  In  addition,
                  nothing  in  this  Section  13  prohibits   the  Parties  from
                  resolving any Dispute (in whole or in part) by agreement.

14.      Company's Successor. In addition to any obligations imposed by law upon
         any  successor to the Company,  the Company shall require any successor
         to  all  or  substantially  all of the  Company's  business  or  assets
         (whether  direct or indirect and whether by  purchase,  reorganization,

<PAGE>

         merger,  share  exchange,  consolidation,  or  otherwise)  to expressly
         assume  and agree to  perform  the  Company's  obligations  under  this
         Agreement  to the same extent,  and in the same manner,  as the Company
         would be required to perform if no such  succession had occurred.  This
         Agreement  shall be  binding  upon,  and inure to the  benefit  of, any
         successor to the Company.

15.      Executive's  Successor.  This Agreement  shall inure to the benefit of,
         and  be   enforceable   by,   the   Executive's   personal   or   legal
         representatives,    administrators,   successors,   executors,   heirs,
         distributees, devisees, and legatees. If the Executive should die after
         a Severance  Payment Event,  but before any payment or benefit to which
         the Executive is entitled under this Agreement has been received by the
         Executive,  all payments or benefits to which the Executive  would have
         been  entitled  had she  continued to live (other than any such Welfare
         Benefits that, by their terms,  terminate upon the  Executive's  death)
         shall be made or  provided in  accordance  with this  Agreement  to the
         representatives,   executors,  or  administrators  of  the  Executive's
         estate.

16.      Restricted Assignment.  Except as expressly provided in Sections 14 and
         15, neither Party may assign,  transfer,  or delegate this Agreement or
         any of its or her rights or obligations  under this  Agreement  without
         the prior written consent of the other Party. Any attempted assignment,
         transfer, or delegation in violation of the preceding sentence shall be
         void and of no effect.

17.      Waiver and Amendment.  No term or condition of this Agreement  shall be
         deemed waived other than by a writing  signed by the Party against whom
         or which  enforcement  of the waiver is sought.  Without  limiting  the
         generality of the preceding sentence,  a Party's failure to insist upon
         the  other  Party's  strict  compliance  with  any  provision  of  this
         Agreement  or to assert  any right  that a Party  may have  under  this
         Agreement shall not be deemed a waiver of that provision or that right.
         Any  written  waiver  shall  operate  only as to the  specific  term or
         condition  waived  under  the  specific  circumstances  and  shall  not
         constitute  a waiver  of that  term or  condition  for the  future or a
         waiver of any other term or condition.  No amendment or modification of
         this  Agreement  shall be deemed  effective  unless stated in a writing
         signed by the Parties.

18.      Entire Agreement. This Agreement contains the Parties' entire agreement
         regarding the subject matter of this Agreement and supersedes all prior
         agreements  and  understandings  between  them  regarding  that subject
         matter.  The  Parties  have  made no  agreements,  representations,  or
         warranties  regarding the subject matter of this Agreement that are not
         set forth in this Agreement.

19.      Notice. Each notice or other communication  required or permitted under
         this Agreement shall be in writing and transmitted,  delivered, or sent
         by personal  delivery,  prepaid courier or messenger  service  (whether
         overnight  or  same-day),  prepaid  telecopy or  facsimile,  or prepaid
         certified United States mail (with return receipt requested), addressed
         (in any  case) to the other  Party at the  address  or number  for that
         Party set forth below that Party's  signature on this Agreement,  or at
         such other address or number as the recipient has  designated by Notice
         to the other  Party.  Each  notice  or  communication  so  transmitted,
         delivered, or sent:
<PAGE>

                  (a)  in  person,  by  courier  or  messenger  service,  or  by
                  certified United States mail shall be deemed given,  received,
                  and  effective  on the date  delivered  to or  refused  by the
                  intended recipient (with the return receipt, or the equivalent
                  record of the courier or  messenger,  being deemed  conclusive
                  evidence of delivery or refusal), or

                  (b) by telecopy or facsimile shall be deemed given,  received,
                  and  effective  on  the  date  of  actual  receipt  (with  the
                  confirmation of transmission being deemed conclusive  evidence
                  of receipt,  except where the intended  recipient has promptly
                  Notified the other Party that the transmission is illegible).

         Nevertheless, if the date of delivery or transmission is not a Business
         Day,  or if the  delivery  or  transmission  is after  5:00  p.m.  on a
         Business Day, the notice or other  communication shall be deemed given,
         received, and effective on the next Business Day.

20.      Severability.  If any provision of this Agreement is or becomes invalid
         or   unenforceable,   that   provision   (to  the  extent   invalid  or
         unenforceable)  shall be  deemed  amended  or  reformed  to the  extent
         required to render it valid and enforceable,  and the remainder of this
         Agreement shall be unaffected and shall continue in effect.

21.      Counterparts.  This Agreement may be signed in  counterparts,  with the
         same  effect as if both  Parties  had  signed  the same  document.  All
         counterparts  shall be construed  together to  constitute  one, and the
         same, document.

The Parties have signed this  Agreement to be effective as of the date set forth
in the first paragraph.

Company:                                             Executive:
-------                                              ---------

ACE CASH EXPRESS, INC.

By: \s\ Jay B. Shipowitz                             By: \s\ Debra A. Bradford
-------------------------                            ---------------------------
         JAY B. SHIPOWITZ                            DEBRA A. BRADFORD
         President


Address for Notice:                             Address for Notice:
1231 Greenway Drive                             _____________________
Suite 800                                       _____________, Texas 7_______
Irving, Texas 75038                             Telecopy no.  (972) ____-______
Telecopy no.  (972) 550-5150
Attention: Chairman of the Board


<PAGE>




                                    EXHIBIT A

                                       to

                 CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT



DEFINED TERMS.  In the  Agreement,  the following  terms have the  corresponding
meanings:


"Acquiring  Person"  means any Person  (other  than an  Excluded  Person) who or
which,  alone or together with all Affiliates and Associates of that Person,  is
the Beneficial Owner of 25% or more of the Voting Securities of the Company then
outstanding.

"Affiliate" and  "Associate"  have the respective  meanings  ascribed to them in
Rule 12b-2 under the Exchange Act.

"Agreement" means the  Change-in-Control  Executive  Severance Agreement between
the Parties of which this Exhibit A is a part.

"Arbitration  Rules" means the Rules for Commercial  Arbitration of the American
Arbitration Association in effect at the time of an arbitration of a Dispute.

"Base  Salary"  means the  Executive's  annual  salary,  or base or fixed annual
compensation,  of record  from the Company or a  Subsidiary  that is her primary
employer,  excluding  any amount  received  or to be  received  under  incentive
compensation Plans, whether or not deferred.

"Beneficial  Owner"  means  beneficial  owner as defined in Rule 13d-3 under the
Exchange Act. ("Beneficially Owns" has the correlative meaning.) Any calculation
of the number of Voting Securities outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding Voting
Securities  of  which  any  Person  is the  Beneficial  Owner,  shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act.

"Benefit  Continuation  Period"  means 18  consecutive  months after a Severance
Payment Event.

"Board" means the Board of Directors of the Company.

"Business Day" means any Monday through Friday,  excluding any such day on which
banks are authorized to be closed in Texas.

"Cause" means:

(i)     the Executive's willful failure to substantially  perform her employment
        duties to the  Company,  as such duties may exist from time to time,  or
        comply  with the written  policies  of the Company  (other than any such
        failure  resulting from  Disability or the  Executive's  termination for
        Good Reason) which continues for a reasonable time after a Notice to the

<PAGE>

        Executive  from the Board  that (A)  identifies  the manner in which the
        Board  believes that the Executive has not  substantially  performed the
        Executive's  duties or complied  with  written  policies and (B) demands
        substantial  performance  or  compliance  within a specified  reasonable
        time; or

(ii)    the  Executive's  willful  engaging  in conduct  (including  any illegal
        conduct) that is demonstrably and materially injurious to the Company or
        any Subsidiary, monetarily or otherwise.

For  purposes of this  definition,  no act, or failure to act, by the  Executive
shall be deemed  "willful"  unless done, or omitted to be done, by the Executive
not in good faith and without  reasonable  belief that the  Executive's  act, or
failure to act,  was in the best  interest of the Company and its  Subsidiaries.
For the purpose of clause (i) of this definition, a "reasonable time" shall be a
time period  determined  by the Board,  acting in good faith,  to be  sufficient
under normal  circumstances  to correct the deficient  performance or compliance
described in the Notice to the Executive.

"Change in Control" means the occurrence of any one or more of the following:

(i)     Any Person becomes an Acquiring Person,  except as the result of (A) any
        acquisition  of Voting  Securities  of the Company by the Company or (B)
        any  acquisition of Voting  Securities of the Company  directly from the
        Company (as authorized by the Board).

(ii)    Individuals  who constitute the Incumbent  Board cease for any reason to
        constitute at least a majority of the Board;  and for this purpose,  any
        individual  who  becomes a member  of the  Board  after the date of this
        Agreement whose  election,  or nomination for election by holders of the
        Company's  Voting  Securities,  was  approved  by the vote of at least a
        majority of the individuals then  constituting the Incumbent Board shall
        be  considered  a member of the  Incumbent  Board  (except that any such
        individual whose initial election as director occurs as the result of an
        actual or threatened election contest, within the meaning of Rule 14a-11
        under the Exchange  Act, or other actual or threatened  solicitation  of
        proxies  or  consents  by or on behalf of a Person  other than the Board
        shall not be so considered).

 (iii)  The   consummation  of  a   reorganization,   merger,   share  exchange,
        consolidation, or sale or disposition of all or substantially all of the
        assets of the  Company  unless,  in any case,  the  Persons who or which
        Beneficially Own the Voting Securities of the Company immediately before
        that transaction  Beneficially Own, directly or indirectly,  immediately
        after the  transaction,  at least 75% of the  Voting  Securities  of the
        Company  or any other  corporation  or other  entity  resulting  from or
        surviving  the  transaction  (including  a  corporation  or other entity
        which, as the result of the transaction,  owns all or substantially  all
        of Voting  Securities of the Company or all or substantially  all of the
        Company's  assets,  either  directly or  indirectly  through one or more
        subsidiaries) in  substantially  the same proportion as their respective
        ownership of the Voting  Securities  of the Company  immediately  before
        that transaction.
<PAGE>

(iv)    The Company's shareholders approve a complete liquidation or dissolution
        of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Company" means Ace Cash Express, Inc., a Texas corporation.

"Disability" means the Executive's inability,  because of any physical or mental
illness or impairment,  to substantially perform all of her employment duties to
the Company, on a full-time basis, for a period of at least 90 consecutive days,
as  reasonably  determined  by the  Board,  based  on  advice  from  one or more
competent  medical  doctors  selected by the Company or any of its  insurers and
acceptable to the Executive or her legal representative.

"Dispute"  means any dispute,  disagreement,  claim,  or controversy  arising in
connection  with or relating to the Agreement or the  validity,  interpretation,
performance, breach, or termination of the Agreement.

"Exchange Act" means the  Securities  Exchange Act of 1934, as amended from time
to time.

"Excluded Person" means:

(i)     the  Executive or any group  (within the meaning of Section  13(d)(3) of
        the Exchange Act) of which the Executive is a member;

(ii)    any Person that  controls  (as defined in Rule 12b-2 under the  Exchange
        Act) the Company as of the date of the  Agreement  or any group of which
        any such Person is a member;

(iii)   any employee-benefit  plan, or related trust, sponsored or maintained by
        the  Company  or any of  its  Subsidiaries,  or  any  trustee  or  other
        fiduciary thereof; or

(iv)    any  corporation  or other entity owned  directly or  indirectly  by the
        shareholders  of the Company in  substantially  the same  proportions as
        their ownership of the Voting Securities of the Company.

"Executive" means Debra A. Bradford.


"Good Reason" means:


(i)     the  assignment  to the  Executive  of any  duties  inconsistent  in any
        material  respect  with  the  Executive's   position  (which,   in  this
        definition, includes status, office, title, and reporting requirements),
        duties,  or  responsibilities  as an  officer  of  the  Company  or  any
        Subsidiary,   or  any  other  material  diminution  in  the  Executive's
        position, authority, duties, or responsibilities from those in effect as
        of three months before a Change in Control,  other than (in any case) an
        isolated and inadvertent  action not taken in bad faith that is remedied
        by the  Company  promptly  after  Notice  thereof to the  Company by the
        Executive;
<PAGE>

(ii)    the  Company's  requiring  the  Executive  to be based at any  office or
        location farther than 50 miles from the Executive's  office or principal
        job location immediately before a Change in Control, except for required
        business  travel  to  an  extent   substantially   consistent  with  the
        Executive's travel obligations immediately before the Change in Control;

(iii)   any  failure to comply with and  satisfy  Section  14, if the  Company's
        successor has received at least ten days' prior written  notice from the
        Company or the Executive of the requirements of Section 14;

(iv)    a material  reduction  in the  Executive's  Base Salary from the highest
        amount in  effect at any time  within  three  months  before a Change in
        Control;

(v)     the failure by the Company or any  Subsidiary  to continue in effect any
        compensation Plan in which the Executive participates immediately before
        the  Change  in  Control  that  is  material  to the  Executive's  total
        compensation,  unless an equitable  arrangement  (embodied in an ongoing
        substitute  or  alternative  Plan or  arrangement)  has been  made  with
        respect to that Plan, or the failure by the Company or any Subsidiary to
        continue the Executive's participation in any such compensation Plan (or
        in such  substitute or alternative  Plan or  arrangement) on a basis not
        materially less favorable to the Executive,  both in terms of the amount
        of  benefits  provided  and the level of the  Executive's  participation
        relative to other  participants,  than  existed at any time within three
        months before the Change in Control; or

(vi)    the failure by the Company or any  Subsidiary to continue to provide the
        Executive  with  benefits  similar  in all  material  respects  to those
        enjoyed  by the  Executive  under  any Plan in which the  Executive  was
        participating  at any time  within  three  months  before  the Change in
        Control,  the taking of action by the  Company or any  Subsidiary  which
        would directly or indirectly  materially  reduce any of such benefits or
        deprive the  Executive of any  material  fringe  benefit  enjoyed by the
        Executive at any time three months before the Change in Control,  or the
        failure by the Company or any  Subsidiary to provide the Executive  with
        the number of paid  vacation  days to which the Executive is entitled on
        the basis of years of service  with the  Company and its  Subsidiary  in
        accordance  with the Company's or a Subsidiary's  normal vacation policy
        in effect at any time within three months before the Change in Control.

"Incumbent  Board" means the members of the Board on the  effective  date of the
Agreement  (subject,  however,  to clause (ii) of the  definition  of "Change in
Control").

"Notice" means a written communication  complying with Section 19. ("Notify" has
the correlative meaning.)

"Parties"  means,  collectively,  the Company and the Executive.  ("Party" means
either the Company or the Executive.)

"Person" means any individual, firm, corporation, partnership, limited liability
company,  trust,  or  other  entity,  including  any  successor  (by  merger  or
otherwise) of such entity.
<PAGE>

"Plan"  means any bonus,  incentive  compensation,  savings,  retirement,  stock
option,  stock  appreciation,  stock  ownership or purchase,  pension,  deferred
compensation,   or  Welfare  Benefits  plan,  policy,   practice,   program,  or
arrangement of (including any separate  contract or agreement  with) the Company
or any Subsidiary for its employees.

"Restricted  Territory" means,  collectively,  Dallas County, Texas; each county
(or equivalent  subdivision) of any state,  district, or territory of the United
States of America as to which the Executive had supervisory  responsibility  for
the  Company  during  her  employment  with the  Company;  and each  county  (or
equivalent  territory)  adjacent to any of the preceding counties (or equivalent
territories).

"Severance Payment" means an amount equal to two and one-half times the sum of:

(i)     the  Executive's  highest Base Salary in effect at any time within three
        months before the Change in Control;

(ii)    the highest  amount of the annual  automobile  allowance  payable to the
        Executive within three months before the Change in Control; and

(iii)   an amount equal to the average of the annual  bonuses or incentive  cash
        compensation  paid or payable to the  Executive  by the  Company and any
        Subsidiary  for the three  fiscal  years of the  Company  preceding  the
        fiscal year in which the Change in Control  occurs,  but in any event no
        less than the  Executive's  targeted  bonus or amount of incentive  cash
        compensation  for the fiscal year in which the Change in Control  occurs
        (or if not yet  determined  for that  fiscal  year  before the Change in
        Control occurs,  the  Executive's  targeted bonus or amount of incentive
        compensation for the preceding fiscal year).

For clause (iii) of this definition:  (a) if the Executive has not been employed
by the Company and a participant in a bonus or incentive cash  compensation Plan
during the three  completed  fiscal  years of the  Company  before the Change in
Control,  the average of the annual bonuses or incentive cash compensation shall
be calculated  over the completed  fiscal years of the Company  during which the
Executive  was so  employed  and a  participant  in a bonus  or  incentive  cash
compensation  Plan; (b) the  calculation of the average of the annual bonuses or
incentive cash  compensation of the Executive shall include a fiscal year during
which the Executive was employed by the Company and a participant  in a bonus or
incentive cash compensation Plan even if the Executive did not earn any bonus or
incentive  cash  compensation  for that fiscal year;  (c) the bonus or incentive
cash  compensation  paid or payable to the  Executive  for only part of a fiscal
year of the Company shall be  annualized  (on the same basis as the one on which
the bonus or  compensation  was  prorated) for that fiscal year to calculate the
average;  and (d) the "targeted"  bonus or incentive cash  compensation  for the
fiscal  year of the Company in which the Change in Control  occurs  shall be the
amount identified as a "target" by the Board (or its compensation committee that
administers the bonus or incentive cash compensation Plan) for the Executive, or
if no amount is  identified as a "target,"  the  "targeted"  amount shall be the
amount of the bonus or incentive cash compensation that the Executive could earn
for that fiscal year if the business plan for the Company or the  Executive,  or
both, is satisfied (but not exceeded).
<PAGE>

"Severance Payment Event" means the occurrence of a Change in Control coincident
with or  followed,  at any time  before  the end of the 24th  month  immediately
following the month in which the Change in Control occurred,  by the termination
of the Executive's  employment with the Company for any reason other than (a) by
the Executive  without Good Reason,  (b) by the Company because of Disability or
for Cause, or (c) by the death of the Executive. Any transfer of the Executive's
employment  from the Company to a Subsidiary,  from a Subsidiary to the Company,
or from  one  Subsidiary  to  another  Subsidiary  is not a  termination  of the
Executive's  employment by the Company for purposes of the Agreement (though any
such transfer might,  depending on the circumstances,  constitute or result in a
termination of employment by the Executive for Good Reason).

"Stock Award" means a stock option,  stock appreciation right,  restricted stock
grant,  performance  share plan,  or any other  agreement in which the Executive
has,  or will  (by the  passage  of time  only,  not  based  on the  Executive's
performance) have, (a) an interest in capital stock of the Company or a right to
obtain  capital stock or an interest in capital stock of the Company,  or (b) an
interest or right the economic value of which depends solely on the  performance
of the capital stock of the Company.

"Subsidiary"  means a  corporation  or other  entity,  whether  incorporated  or
unincorporated,  of which at least a majority of the Voting Securities is owned,
directly or indirectly, by the Company.

"Total  Severance  Benefits" means the Severance  Payment and all other payments
and benefits received or to be received by the Executive under the Agreement and
all payments and benefits (if any) to which the Executive may be entitled  under
any Plan upon or as the result of a Change in Control or the  termination of her
employment with the Company, or both.

"Trade Secrets" means any and all information and materials (in any medium) that
are  proprietary to the Company or are treated as confidential by the Company as
part of or relating to all or any portion of the Company's  business,  including
information and materials about the products and services offered,  or the needs
of customers  served, by the Company;  compilations of information,  records and
specifications,  processes, programs, and systems of the Company; research of or
for the Company; and methods of doing business of the Company.

"Voting  Securities"  means  securities or other interests having by their terms
ordinary  voting  power  to  elect  members  of  the  board  of  directors  of a
corporation or individuals serving similar functions for a noncorporate entity.

"Welfare Benefits" means medical,  prescription,  dental,  disability,  employee
life,  group life,  accidental  death,  and travel accident  insurance  (whether
funded by insurance  policy or  self-insured  by the Company or any  Subsidiary)
provided  or arranged  by the  Company or any  Subsidiary  to be provided to its
employees.

"Welfare Benefit Plan" means any Plan that provides any Welfare Benefits.
<PAGE>

INTERPRETIVE  MATTERS. In the interpretation of the Agreement,  except where the
context otherwise requires:

(a)     "including" or "include" does not denote or imply any limitation;

(b)     "or" has the inclusive meaning "and/or";

(c)     the  singular  includes  the plural,  and visa a versa,  and each gender
        includes each of the others;

(d)     captions or headings are only for reference and are not to be considered
        in interpreting the Agreement;

(e)     "Section" refers to a Section of the Agreement,  unless otherwise stated
        in the Agreement;

(f)     "month" refers to a calendar month; and

(g)     a reference to any statute,  rule, or regulation  498370.10 includes any
        amendment  thereto  or any  statute,  rule,  or  regulation  enacted  or
        promulgated in replacement thereof.