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Exhibit 10.50
 THIRD AMENDMENT TO THE  MARKETING AND SERVICING AGREEMENT
     1.
    
    The Marketing Agreement is hereby amended by deleting, in its entirety, the
fourth recital which reads as follows:WHEREAS, COMPANY agrees that BANK shall have the first and exclusive right to all
TRANSACTIONS originated in the MARKET by COMPANY stores up to a maximum of $14
million, exclusive of TRANSACTIONS rejected by the BANK, at such time when COMPANY,
using commercially reasonable efforts, is able to terminate COMPANYS arrangements
existing on the date hereof to offer and provide TRANSACTIONS or any product that is
the same or substantially similar to the TRANSACTIONS within the MARKET;2.
    
    Section 3(a) of the Marketing Agreement is hereby amended by adding a sentence
at the end thereof which shall read in its entirety as follows:BANK may also reject any TRANSACTION if, after giving effect to such TRANSACTION,
the aggregate principal amount then outstanding of all TRANSACTIONS entered into in
connection with this AGREEMENT would exceed $20 million.3.
    
    Section 3(b) of the Marketing Agreement is hereby amended to read in its
entirety as follows:(b) COMPANY acknowledges that all rights of ownership in the TRANSACTIONS and the
TRANSACTION DOCUMENTS are and remain the sole property of BANK, and COMPANY shall
have no ownership rights to such TRANSACTIONS or TRANSACTION DOCUMENTS during the
term of this AGREEMENT, except that COMPANY shall have a right of first refusal to
purchase any TRANSACTION and the associated TRANSACTION DOCUMENTS with regard to any
TRANSACTION in default by the CUSTOMER and with respect to which COMPANY has
otherwise satisfied its obligations owing to BANK pursuant to this AGREEMENT.




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4.
    
    Section 3(c) of the Marketing Agreement is hereby amended to read in its
entirety as follows:(c) In its sole discretion, BANK may sell, transfer, grant an interest in, or
otherwise assign any TRANSACTION, or any portion of any TRANSACTION, to a third
party or parties, subject to the provisions and prior rights of COMPANY stated in
paragraph 3(b) above. Any sale, transfer or assignment by BANK of any TRANSACTIONS
shall comply with applicable law.5.
    
    Section 5(c) of the Marketing Agreement is hereby amended by adding a new
Subsection (iii) thereto which shall read in its entirety as follows:(iii) BANK shall not directly or indirectly offer TRANSACTIONS to residents of the
MARKET other than through COMPANY during the term of this AGREEMENT.6.
    
    Section 5(d) of the Marketing Agreement is hereby amended by adding a new
Subsection (iv) thereto which shall read in its entirety as follows:(iv) COMPANY agrees that, unless otherwise required by any applicable law, rule or
regulation or directed by any regulatory agency or authority governing COMPANY,
prior to offering any other consumer loan product to a CUSTOMER in the MARKET, such
CUSTOMER will first be offered a TRANSACTION under this AGREEMENT, up to an
aggregate principal amount of TRANSACTIONS outstanding of $20 million.7.
    
    Section 7(a) of the Marketing Agreement is hereby amended by deleting the
reference therein to January 1, 2006 and replacing it with a reference to January 1,
2008.8.
    
    Section 7(g) of the Marketing Agreement is hereby amended and restated to read
in its entirety as follows:(g) INTENTIONALLY OMITTED.9.
    
    Section 7 of the Marketing Agreement is hereby amended by adding a new
subsection (l) thereto which shall read in its entirety as follows:
 Change in Circumstances
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10.
    
    Exhibit A of the Marketing Agreement is hereby amended by amending and
restating Subsections (d) and (f) therein to read in their entirety as follows:
     REPUBLIC BANK & TRUST COMPANY
    
    ACE CASH EXPRESS, INC.By:
    
    /s/ KEVIN SIPES
    
    By:
    
    /s/ WALTER E. EVANSIts:
    
    Executive Vice President & CFO
    
    Its:
    
    Senior Vice President & General CounselDate:
    
    July 26, 2005
    
    Date:
    
    July 26, 2005
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