**Exhibit 10.51****Execution Copy****INSTALLMENT LOAN MARKETING AND SERVICING AGREEMENT**     This Installment Loan Marketing and Servicing Agreement (this “Agreement”) is dated asof July 21, 2005, between First Bank of Delaware, a Delaware state bank (“BANK”), and ACECash Express, Inc., a Texas corporation (“ACE”).     WHEREAS, BANK is a Delaware state bank insured by the Federal Deposit Insurance Corporation(the “FDIC”), and as such, is authorized to extend credit to borrowers, subject to thefederal and Delaware financial institution and credit regulations in effect and as applicable;     WHEREAS, ACE or its affiliate, in performing duties under this Agreement, is a duly authorizedand validly existing corporation, authorized to do business in the states of Texas, Arkansas andPennsylvania;     WHEREAS, in accordance with its established lending criteria as may be amended by BANK fromtime to time, BANK desires to originate short-term installment loans (the “Loans”) toconsumers (“Borrowers”) in principal amounts not to exceed an amount mutually agreed to byBANK and ACE (the “Max Loan Amount”), which Loans shall be secured by delivery of theBorrowers’ personal checks (made payable to BANK) to ACE to hold in trust and as bailee for BANK orby Borrowers’ Automated Clearing House (“ACH”) debit authorization; and     WHEREAS, ACE, or its affiliate, in performing duties under this Agreement, desires to marketand service the Loans on BANK’s behalf;     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in thisAgreement, and other valuable consideration, the sufficiency of which is hereby acknowledged, andintending to be legally bound, BANK and ACE (together, the “Parties”) agree as follows:     **1. BANK’s Responsibilities and Rights.**          (a) BANK in its sole discretion shall determine all of the conditions, terms and features ofthe Loans, including, without limitation, loan amounts (subject to the Max Loan Amount), fees andcharges, interest rates, credit limits, credit standards and all other terms and conditions of theLoans, and shall be responsible for the form of all Loan Documents (as that term is defined inSection 2(d)(iii)). BANK shall make Loans to all Applicants (as that term is defined inSection 2(a)) who apply for Loans at retail locations of ACE that (i) are located in theStates of Texas, Arkansas or Pennsylvania (the “Market”), (ii) are designated by ACE, inits sole discretion, and (iii) meet BANK’s credit standards and other qualifications, as determinedby BANK in its sole discretion (each an “ACE Designated Location”); *provided, however,*BANKshall not be required to make any Loan if it has reason to believe that the making of the Loan orits solicitation
 

 
will violate, or has violated, any applicable federal or state statutes, regulations,interpretations, orders, court decisions or other applicable rules (collectively, “Laws”).Neither ACE, nor BANK, nor their respective employees shall indicate, directly or indirectly, toApplicants that Loans are made or approved by ACE or that ACE (or any employee of ACE) can improvean Applicant’s prospect of obtaining a Loan. BANK shall maintain computer terminals at its officesin Delaware that connect to its third party service provider (“Service Provider”), whichService Provider is Teletrack, Inc. as of the date of this Agreement, from which BANK may rejectany Loan at any time in its sole discretion.          (b) ACE acknowledges that all rights of ownership in the Loans and Loan Documents, including,without limitation, any Borrower Checks (as defined in Section 2(c)(iv)) or proceedsthereof, Borrower Authorizations (as defined in Section 2(c)(iv)) or proceeds thereof,Notes (as defined in Section 2(c)(iii)), and payments on the Loans or other collateral orsecurity for the Loans, are and remain the sole property of BANK, and ACE shall have no ownershipor other rights to or interests in, whether legal or equitable, such Loans, Loan Documents,Borrower Checks or proceeds thereof, Borrower Authorizations or proceeds thereof, and payments onthe Loans or other collateral or security for the Loans during the term of this Agreement, and allsuch Loans, Loan Documents, Borrower Checks or Borrower Authorizations, proceeds thereof, paymentson the Loans or other collateral or security for the Loans shall not be considered property ofACE’s estate if a bankruptcy petition is filed by or against ACE.          (c) In its sole discretion, BANK may sell, transfer, grant an interest in, or otherwise assignany Loan, or any portion of any Loan, to a third party or parties. Any sale, transfer orassignment by BANK of any such Loan shall comply with applicable Delaware and federal law. ACEexpressly and irrevocably consents to BANK’s sale, assignment, and grant of a participationinterest in and to the Loans, as BANK may transact from time to time.          (d) BANK shall forward to ACE via facsimile (with a copy by first-class mail) as soon aspossible, but no later than within three (3) business days of receipt, any written notices itreceives that bankruptcy proceedings have been initiated with respect to any Borrower.          (e) Upon request of ACE, BANK shall, within forty five (45) days of the last day of anycalendar quarter, provide ACE with BANK’s quarterly financial statements and, on or before eachApril 15, shall provide ACE with BANK’s annual audited financial statements, each to be prepared inaccordance with generally accepted accounting principles then in effect.          (f) BANK shall deliver to ACE, as soon as possible following the execution of this Agreement,an opinion of BANK’s counsel, in form and substance reasonably satisfactory to ACE, confirming thelegality of the activities of BANK contemplated by this Agreement under applicable law. ACE may,at its discretion, waive this requirement.
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          (g) BANK shall develop and implement reasonable and lawful practices, policies and proceduresthat are communicated in writing to ACE from time to time with respect to the Loans (the “BANKPolicies”), which BANK Policies shall (i) incorporate, without limitation, the Best Practicesof the Community Financial Services Association of America or the Code of Conduct of the FinancialService Centers of America (the “Industry Practices”), and any guidelines andrecommendations governing installment loans and sub-prime lending and loan classificationpromulgated or adopted by reference by the FDIC or the Delaware Bank Commissioner, as the same mayfrom time to time be amended, and (ii) comply with all applicable Laws. The BANK Policies shallinclude, but shall not be limited to, developing guidelines and procedures for the Loan programcontemplated under this Agreement (the “Program”), performing routine audits of ACE andproviding ACE with helpline service to quickly respond to customer and Program inquiries.     **2. ACE’s Responsibilities and Services.**          (a) General Duties of ACE; Standards of Performance: Commencing upon the date thateach of ACE and BANK agree upon the terms of the Loans, agree upon the manner in which such Loansshall be approved by BANK and serviced by ACE and execute a document designating such date (the“Product Definition Date”), ACE shall perform all services reasonably required to marketand service the Loans made by BANK at a minimum of 200 ACE Designated Locations on or before thedate sixty (60) days after the Product Definition Date, and at a minimum of 300 ACE DesignatedLocations on or before the date ninety (90) days after the Product Definition Date, where Loanapplicants (“Applicants”) may submit Loan applications (“Applications”) and receivedisclosures required by applicable Laws and where Borrowers may execute and deliver Loandocumentation and deliver Borrower Checks, Borrower Authorizations or other payment on the Loans.In marketing the Loans and performing its services hereunder, the Parties shall at all times and inall material respects comply with applicable Laws. Before initiating any marketing efforts in theMarket, ACE shall agree with BANK on a mutually agreeable protocol for communicating with theappropriate regulatory authorities, and the Parties shall reasonably cooperate with each other inimplementing the Program in such manner as to minimize the potential for regulatory objections.Further, ACE shall use all of the reasonable documentation provided by BANK and follow the BankPolicies. ACE shall train and supervise its employees to act in conformity with the BANK Policiesand the requirements of applicable Laws pertaining to the employees’ duties. ACE will not acceptany consideration from any Applicant and will not agree or promise to procure a Loan for anyApplicant from BANK.          (b) Marketing of Loans:               (i) BANK hereby authorizes ACE during the term of this Agreement to market Loans to Borrowersin compliance with all applicable Laws and BANK Policies. BANK hereby grants to ACE anon-exclusive license to reproduce the name, trade name, trademarks and logos of BANK(collectively, the “BANK Properties”) during the term of this Agreement in connection withthis Agreement on letters, print
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advertisements, the Internet, television and radio communications and other advertising andpromotional materials (all such letters, advertising and promotional materials incorporating BANKProperties and all related designs, artwork, logos, slogans, copy and other similar materials shallbe referred to collectively herein as the “Promotional Materials”); *provided, however*, (x)ACE shall submit all Promotional Materials to BANK for its written approval prior to any usethereof, and (y) BANK shall not unreasonably withhold or delay such approval. All rights notexpressly granted to ACE herein are reserved by BANK. Regardless of whether they incorporate theBANK Properties, all advertising and promotional materials for the Loans (A) shall prominentlyidentify BANK as maker of the Loans, (B) shall be accurate, (C) shall not be misleading, (D) shallcomply with all applicable Laws, and (E) shall be submitted to BANK for approval in accordance withthis Section 2(b)(i).               (ii) In connection with ACE’s performance of its obligations under this Agreement, it isexpressly agreed that (A) BANK shall not hold any ownership or leasehold interest in any ACE retaillocation (including, without limitation, the ACE Designated Locations), or any personal propertylocated therein, except that BANK shall be the exclusive owner of all Borrower Checks and proceedsthereof, Borrower Authorizations and proceeds thereof, Notes, Loan Documents, and cash reflectingLoan repayments as may be located at an ACE Designated Location from time to time, (B) no BANKemployees shall work in any ACE retail location (except for BANK auditors who may examine ACEDesignated Locations from time to time for compliance with BANK Policies), and (C) other than asmay be necessary to effectuate Section 2, BANK shall exercise no authority or control overACE’s employees or methods of operation. ACE will not post signage at its ACE Designated Locationsshowing BANK’s name or logo unless expressly authorized by BANK in its sole discretion; *provided,however,*that this provision shall not prohibit ACE from (x) providing documents or information tocustomers with BANK’s name or logo that have been approved by BANK or (y) posting fees and otherinformation as required at ACE Designated Locations to carry out its obligations under thisAgreement or pursuant to the Laws. Neither ACE nor any of its employees, officers, directors,representatives or agents will hold themselves out as an agent or employee of BANK.               (iii) The Note shall disclose to the Borrower that BANK shall pay ACE a fee for ACE’sservices.               (iv) ACE will make any reasonable change to its business operations and information technologysystems as reasonably requested by BANK, or any regulatory agency that has authority over BANK,that is reasonably necessary to comply with BANK Policies or Laws governing the Loans contemplatedin the Agreement as determined through the audits and compliance reviews of BANK or any regulatoryagency that has authority over BANK. ACE agrees to maintain minimum IT standards equal to or higherthan those standards in place at ACE as of the date of this Agreement.               (v) In connection with the ongoing use of the Teletrack Extended Underwriting System or otherreplacement system, BANK and ACE agree that
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BANK shall have no more than one Loan outstanding to a customer who is marketed and servicedby ACE or any affiliate of ACE.          (c) Servicing of Loan Applications:               (i) BANK also hereby authorizes ACE to accept Applications from Applicants, using anApplication form approved by BANK. ACE shall make Applications available to prospective Applicantsand shall not discourage any prospective Applicant from submitting an Application and shall providereasonable assistance to each prospective Applicant in completing an Application. Without limitingthe generality of the foregoing, ACE shall not discriminate against or discourage any Applicant inany aspect of the credit process on any “prohibited basis,” as such term is defined in thefederal Equal Credit Opportunity Act (“ECOA”) and Federal Reserve Regulation B. ACE shallforward all completed Applications to BANK (or its designated loan processing agent)electronically, by telephone, or by other appropriate means agreeable to both Parties.               (ii) Based upon the information provided by Applicants to BANK in the Applications and suchother credit-related information as obtained by ACE at the direction of BANK, or by BANK directly,and pursuant to the credit granting standards adopted by BANK in its sole discretion, BANK shall besolely responsible for determining whether to extend credit to Applicants. BANK shall, eitheritself or through the Service Provider, communicate to ACE its credit decision on any Application,together with the reason for any negative credit decision, electronically or by other meansacceptable to both Parties.     ACE shall, in compliance with Regulation B and applicable state law, deliver an appropriatelycompleted adverse action notice (the “Adverse Action Notice”) to any Applicant whoseApplication is rejected by BANK. In addition to containing the information required by the ECOA,the Adverse Action Notice shall contain any information required by the Fair Credit Reporting Act(the “FCRA”) or by any applicable state credit reporting law. Adverse Action Notices shallbe developed by BANK and provided to ACE prior to origination of Loans under this Agreement. Incompliance with the ECOA, the Adverse Action Notice shall contain contact information for BANK andthe Service Provider.               (iii) Each Loan hereunder shall be evidenced by a promissory note (“Note”) containingdisclosures required by the federal Truth-in-Lending Act and applicable state law (the“Disclosures”). The Note shall be issued for the amount shown as the “Total ofPayments” on the Note (which shall be the sum of the amount shown as the “AmountFinanced” plus the amount shown as the “Finance Charge,” and which amount shown as the“Finance Charge” shall equal a variable amount based solely on the term of the Loan. Theamount of the Finance Charge on each Loan Note shall be pre-computed. In the case where BANK’scredit granting standards indicate that an Applicant qualifies for a Loan, ACE shall provide toBorrower a check or a voucher for the Amount Financed.
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               (iv) ACE shall (A) deliver a copy of the Note to the Borrower; (B) deliver a copy of theBank’s privacy policy to the Borrower; (C) obtain from the Borrower the executed Note; (D) obtainfrom Borrower his or her signed personal check or checks, dated the due date of the finalinstallment due under the Note, made payable to BANK for the Total of Payments set forth in theNote (the “Borrower Check”), or the Borrower’s ACH debit authorization (the “BorrowerAuthorization”); and (E) in accordance with Section 1(b), hold in trust and as baileefor BANK, separate and apart from ACE’s own assets, the Borrower Check or Borrower Authorizationand Note.          (d) Additional Servicing and Collection of Loans. ACE shall perform the followingservicing functions:               (i) ACE shall be responsible for collecting payments on the Loans prior to, at and aftermaturity thereof (said collection efforts will include, but shall not be limited to, thepresentment of Borrower Checks or Borrower Authorizations, as applicable). ACE shall ensure thatfor Borrowers who repay their entire Loan early, that such Borrower’s interest will be accuratelyrebated according to the actuarial method. In collecting payments owed under the Notes, ACE shallcomply with applicable Laws, including, without limitation, where applicable, the Fair DebtCollection Practices Act (the “FDCPA”), the operating rules of the National AutomatedClearing House Association (the “NACHA Rules”), as well as debt collection regulations andconsumer protection laws applicable to BANK or ACE, and the Industry Practices. ACE shall notencourage or allow its employees to threaten or imply that failure to honor any payment instrumentin connection with any Loan shall subject the Borrower to potential criminal prosecution and willnot impose any charge for cashing a check provided to a Borrower for the Amount Financed.               (ii) ACE shall remit, to a bank account designated by BANK (“BANK’s Deposit Account”),all Borrower payments on Loans recorded as collected by ACE, by no later than the next business dayfollowing ACE’s receipt of such payment.               (iii) ACE shall maintain and retain all original Applications and copies of all Adverse ActionNotices and other documents relating to rejected Applications for the period required by applicableLaws. ACE shall maintain in a secure environment originals or copies, as applicable, of all (x)Applications and copies of all Adverse Action Notices and other documents relating to rejected andincomplete Applications; and (y) originals or copies, as applicable, of all Applications, Notes(including Disclosures), Borrower Checks, Borrower Authorizations and other documents provided toor received from Borrowers (all such documents referenced in clauses (x) and (y) collectively, the“Loan Documents”) for the period required by applicable Laws. The obligations of ACE underthis Section 2(d)(iii) shall survive termination of this Agreement. ACE will work withService Provider to ensure that BANK is provided timely information concerning the basis for eachAdverse Action Notice relating to a rejected Application.
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          (e) Reports; Access to Stores, Books and Records and Employees:               (i) During the term of this Agreement, ACE shall provide to BANK data submissions and reportsreasonably required by BANK in order to maintain effective internal controls and to monitor resultsunder this Agreement, including, without limitation, the performance of the Loans and ACE’sobligations hereunder. Such reports shall include a daily report showing those Loans originatedthrough ACE, the Loans outstanding, the Loans repaid, the Loans charged-off, the Loan charge-offrecoveries, a daily interest accrual report that includes information on each Loan and ACHinformation required to collect Loan repayments, as well as ACE’s monthly compliance reviewchecklists and periodic internal audit reports for ACE Designated Locations marketing and servicingthe Loans.               (ii) Upon request of BANK, ACE shall, within forty-five (45) days of the last day of anycalendar quarter, provide BANK with ACE’s quarterly financial statements and, on or before eachApril 15, shall provide BANK with ACE’s annual unaudited financial statements, each to be preparedin accordance with generally accepted accounting principles then in effect**.**               (iii) Unless otherwise directed by BANK, BANK agrees to allow ACE, as its bailee, to maintainand retain possession of the Loan Documents in trust for BANK for the term of the Agreement and anyadditional period required by applicable Law. ACE agrees to use such Loan Documents solely toservice the Loans. Such Loan Documents shall be held by ACE in trust and as bailee for BANK, whichhas and shall continue to have constructive possession and legal title to such documents, files andrecords. At such time or times as BANK may reasonably request, and at BANK’s cost, ACE shalldeliver a copy of all Loan Documents to BANK at its headquarters or such other location orlocations as BANK shall direct in writing. All such documents shall be maintained segregated fromother books and records of ACE and otherwise in such a manner as to facilitate their inspection byand delivery to BANK, if so requested in writing. During the term of this Agreement and at alltimes thereafter as it relates to information pursuant to this Agreement, BANK and banking agencieswith regulatory authority over BANK shall have reasonable access to ACE Designated Locations, tothe books and records of ACE (to the extent that such books and records pertain to the Loans), tothe officers, employees and accountants of ACE, and to copies of Loan Documents, all for the samepurposes of ensuring that ACE is carrying out the BANK Policies and is otherwise complying fullywith its obligations under this Agreement. Such access shall include permission to maintainemployees or agents of BANK, at BANK’s expense, and any banking agency with regulatory authorityover BANK, at BANK’s expense, on the premises of ACE during regular business hours to audit ACE’sservices contemplated by this Agreement. In addition, and not as a limitation of the foregoing,BANK and any banking agency with regulatory authority over BANK shall have the right, from time totime during the term of this Agreement, to conduct audits and/or compliance reviews of the servicesprovided hereunder, and the records generated thereunder; provided, that such audit and reviewrights shall be conducted during normal business hours in a manner which does not unreasonablyinterfere with ACE’s normal business operations and customer and employee relations.
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               (iv) ACE will comply, as determined by BANK in BANK’s reasonable discretion, with the ServiceProvider’s extended loan underwriting system as administered by BANK.          (f) Fees and Costs: In consideration for ACE’s performance of its obligations underthis Agreement, BANK shall pay ACE the marketing and servicing fees set forth on Exhibit A(the “Fees”), as such Fees may be changed from time to time by mutual written agreement ofthe Parties. ACE shall deliver to BANK the Invoices (as defined in Exhibit A) on the timesand with the details required in Exhibit A. Based on those Invoices, BANK will pay to ACEthe Fees in accordance with the terms set forth in Exhibit A. ACE will be responsible forall principal and fee losses related to the Loans. ACE will be responsible for all costs associatedwith ACE Designated Locations and its services under this Agreement, including without limitationrental and occupancy costs; costs of up-fit and leasehold improvements; equipment costs; processingcosts; printing costs; maintenance costs; staffing costs; taxes assessed to ACE; signage costs; andadvertising costs. BANK will be responsible for all banking agency audit costs billed to BANK bysuch banking agency which result from an audit of ACE by any banking agency with regulatoryauthority over BANK**.**ACE will be responsible for any information technology audits required byBANK to comply with FDIC guidelines.          (g) Set-Off. In the event of an indemnifiable event as contemplated under Section4 of this Agreement, ACE shall have no right of set off for any fees or costs owing to ACEunder this Agreement, against any monies in ACE’s possession in trust or as bailee for BANK,including without limitation any cash payments on the Loans made directly by the Borrower to ACE oras a result of deposit of any Borrower Checks or realization on any other collateral or securityfor the Loans. In the event of an indemnifiable event as contemplated under Section 4 ofthis Agreement, BANK shall have a right of set off for any fees owing to ACE for Losses (as definedin Section 4(a)) incurred by BANK and not otherwise paid by ACE pursuant to the terms andconditions set forth in Section 4(h).          (h) Notice. Each Party shall provide the other with written notice promptly (but notlater than 5 business days) after becoming aware of any threatened or actual investigation,regulatory action, arbitration, lawsuit, fees or penalties pertaining to the Loans, this Agreementor any similar marketing and servicing agreements of third Parties, the effect of which maymaterially impact the obligations or rights of the Parties under this Agreement.          (i) Opinion of Counsel. ACE shall deliver to BANK, as soon as possible following theexecution of this Agreement, memoranda of law prepared by ACE’s counsel, in form and substancereasonably satisfactory to BANK, confirming the legality of the activities of ACE contemplated bythis Agreement under the laws of the States of Texas, Pennsylvania and Arkansas or as that law maybe preempted by federal law. BANK may, at its discretion, waive this requirement.          (j) Banking Regulation. If BANK is required to make any notification to, or pay anycosts or fees, excluding taxes, to the Texas Secretary of State,
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the Texas Finance Commission, the Texas Department of Banking, the Texas Office of theConsumer Credit Commissioner, the Comptroller of the State of Texas, or any other person or officewith the power to enforce the laws of Texas, including, without limitation the Attorney General ofTexas, related to the Loans or the Program, ACE shall promptly reimburse BANK for all costs andfees related thereto after receipt of written notice of such costs and fees. ACE shall reimbursethe Bank for costs or fees, excluding taxes related to any state or local agencies in Pennsylvaniaor Arkansas.          (k) Maintain Required Licenses and Registrations. ACE will maintain its licenses atACE Designated Locations from the Office of the Consumer Credit Commissioner of Texas as anarranger of loans under Chapter 342 of the Texas Finance Code and, if required, will obtain anyother appropriate business license for each ACE Designated Location. ACE will also maintainnecessary licenses in Pennsylvania and Arkansas. In addition, ACE will obtain and maintain alllicenses and registrations required by any Laws and applicable to the activities of ACE (or itsaffiliates) under and throughout the term of this Agreement. ACE will provide copies of theselicenses and registrations if so requested by BANK.          (l) Regulatory Examinations and Audits. ACE agrees to submit to any examination whichmay be required by any regulatory authority with audit and examination authority over BANK, to thefullest extent that such regulatory authority may require, and ACE specifically agrees andacknowledges that it will permit examination by the FDIC to the extent required for BANK to remainin compliance with law**.**     **3. Representations and Warranties.**          (a) BANK hereby represents and warrants to ACE as of the date hereof that:               (i) BANK is a duly organized Delaware state bank validly existing under the laws of the Stateof Delaware, and is authorized, as a matter of Delaware law, to conduct its business as describedin this Agreement The deposits of BANK are insured by the FDIC up to applicable limits. BANK hasthe corporate power and authority and all requisite licenses, permits and authorizations to executeand deliver this Agreement and perform its obligations contemplated hereunder.               (ii) BANK is authorized under applicable Law to make the Loans under this Agreement and is notprohibited by applicable Law from contracting with a third party to provide the services which ACEwill provide under this Agreement.               (iii) BANK is authorized under applicable Law to contract with Service Provider, andtransmission by and between ACE and Service Provider of information required for and providedsolely for the purpose of processing the Loans does not violate applicable Law.               (iv) This Agreement has been duly authorized by BANK’s Board of Directors, executed anddelivered by BANK and constitutes its legal, valid and
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binding agreement, enforceable against BANK in accordance with its terms, except asenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership,conservatorship, and the rights and obligations of receivers and conservators under 12 U.S.C.§§1821 (d) and (e), and any other laws affecting creditors’ rights and remedies generally and bygeneral principles of equity (regardless of whether such enforceability is considered in aproceeding in equity or at law).               (v) The execution, delivery and performance of this Agreement by BANK does not violate orconflict with (A) any provision of the articles of incorporation or other governance documents ofBANK or (B) any Delaware or federal law, or any order, arbitration award, judgment or decree towhich BANK is a party or by which BANK or any of its assets may be bound.               (vi) Except as may be set forth on Exhibit B hereto, there are no claims, actions,suits, orders or investigations, either at law or in equity, or any proceedings by or before anycourt or governmental authority or arbitrator pending, or to the knowledge of BANK threatened,against BANK or any of its affiliates that (A) if asserted and decided adversely to BANK or anyaffiliate, would materially and adversely affect BANK or its affiliate or the Program, or (B)questions the validity of this Agreement, the Program or the Loans, or (C) seeks to delay, prohibitor restrict the activities of ACE or BANK contemplated by this Agreement.               (vii) BANK has delivered to ACE true and correct copies of BANK’s audited financial statementsas of and for the year ended December 31, 2004. Such financial statements and notes fairly presentthe financial condition and the results of operations, stockholders’ equity, and cash flow of BANKas at December 31, 2004 and for the year then ended, all in accordance with generally acceptedaccounting principles. BANK has also delivered to ACE true and correct copies of BANK’s unauditedfinancial statements as of and for the three month period ended March 31, 2005. Such financialstatements fairly present the financial condition and the results of operations, stockholders’equity, and cash flow of BANK as at March 31, 2005 and for the three month period then ended, allin accordance with generally accepted accounting principles (other than the omission of notes).               (viii) BANK has all consents and approvals necessary to enter into this Agreement and carryout its obligations hereunder and the execution, delivery and performance of this Agreement doesnot violate or conflict with, or permit the cancellation of, or constitute a default under, anyagreement to which BANK is a party, or by which BANK is bound and BANK has no contractual agreementwith any other company that markets and services loans for BANK that would prohibit or otherwiserestrict BANK from entering into this Agreement.          (b) ACE hereby represents and warrants to BANK, as of the date hereof that:               (i) ACE is duly organized and validly existing under the laws of the state of Texas, and ACEand/or its affiliate performing duties under this Agreement
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is duly qualified to do business as contemplated under this Agreement and has all requisitelicenses, permits and authorizations under Texas and federal law to execute and deliver thisAgreement and perform its obligations contemplated hereunder.               (ii) ACE has the corporate power and authority, and ACE and/or its affiliate performing dutiesunder this Agreement, has all requisite licenses, permits and authorizations, to execute anddeliver this Agreement and to perform its obligations contemplated hereunder. This Agreement hasbeen duly authorized, executed and delivered by ACE and constitutes its legal, valid and bindingagreement, enforceable against ACE in accordance with its terms, except as enforceability may belimited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights andremedies generally and by general principles of equity (regardless of whether such enforceabilityis considered in a proceeding in equity or at law).               (iii) The execution, delivery and performance of this Agreement by ACE does not violate orconflict with (A) any provision of the governance documents of ACE or (B) any Texas or federal law,or any order, arbitration award, judgment or decree to which ACE is a party or by which ACE or anyof its assets may be bound.               (iv) Except as may be set forth on Exhibit C hereto, there are no claims, actions,suits, orders or investigations, either at law or in equity, or any proceedings by or before anycourt or governmental authority or arbitrator pending, or to the knowledge of ACE threatened,against ACE or any of its affiliates that (i) if asserted and decided adversely to ACE or anyaffiliate, would materially and adversely affect ACE or its affiliate or the Program, or (ii)questions the validity of this Agreement, the Program or the Loans, or (iii) seeks to delay,prohibit or restrict the activities of ACE or BANK contemplated by this Agreement.               (v) ACE has delivered to BANK true and correct copies of ACE’s audited financial statements asof and for the year ended June 30, 2004. Such financial statements and notes fairly present thefinancial condition and the results of operations, stockholders’ equity, and cash flow of ACE as atJune 30, 2004 and for the year then ended, all in accordance with generally accepted accountingprinciples then in effect (other than the omission of notes). ACE has also delivered to Bank trueand correct copies of ACE’s unaudited financial statements as of and for the nine months periodended March 31, 2005. Such financial statements fairly present the financial condition and theresults of operations, stockholders’ equity, and cash flow of ACE as of March 31, 2005 and for thenine month period then ended, all in accordance with generally accepted accounting principles(other than the omission of notes).               (vi) ACE has all consents and approvals necessary to enter into this Agreement and carry outits obligations hereunder and the execution, delivery and performance of this Agreement does notviolate or conflict with, or permit the cancellation of, or constitute a default under, anyagreement to which ACE is a party, or by which ACE is bound and ACE has no contractual agreementwith any other financial or similar institution for which ACE markets and services loans that wouldprohibit or otherwise restrict ACE from entering into this Agreement.
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     **4. Indemnification.**          (a) ACE hereby indemnifies and agrees to hold harmless (i) BANK, (ii) BANK’s parent,subsidiaries, and affiliates, (iii) any person obtaining an interest (whether in the form of aparticipation interest, a whole loan, or as pledged collateral, and whether or not ACE has noticeof any such interest) in any Loan subject to this Agreement (to the extent required in accordancewith the contract pursuant to which such person obtained an interest in such Loans), and (iv) eachof the respective officers, directors, employees, representatives, agents, and attorneys of thepersons or entities described in clauses (i), (ii) and (iii) above (collectively the “BANKIndemnified Parties”) from and against any and all claims, losses, liabilities, damages,penalties, demands, suits, arbitrations, actions, judgments, settlements, costs, and expenses,including, without limitation, any claims or losses related to security breaches or identity theft,those costs and expenses relating to any investigation or any defense or prosecution of anyproceedings, and reasonable fees and expenses of attorneys, accountants, experts, investigators,and other consultants incurred in connection therewith (collectively “Losses”) suffered orincurred by the BANK Indemnified Parties as a result of, or in connection with:               (i) the services to be provided by ACE under this Agreement;               (ii) ACE’s conduct under the Program constituting a violation by ACE of any consumerprotection, consumer lending or privacy law or regulation or any other Law;               (iii) ACE’s or its employees’ burglary, fraud, theft, gross negligence, willful misconduct orbreach of this Agreement, including, without limitation, the inaccuracy in any material respect ofany representation or warranty made by ACE contained in this Agreement;               (iv) BANK’s conduct under the Program in compliance with the terms of this Agreementincluding, without limitation, any alleged violation by BANK of any consumer protection, consumerlending or regulation or any other Law or BANK’s negligence (but not gross negligence or willfulmisconduct); or               (v) the Program, including, without limitation, Losses incurred (A) as a result of any classaction or other suits by Borrowers, attorney generals, state or federal banking or regulatoryagencies or others, (B) as a result of any alleged violation of any Law applicable to the Program.          (b) *Provided, however*, that notwithstanding the foregoing, ACE shall have no obligation toindemnify BANK for any Losses which are incurred by BANK as a result of the following:               (i) BANK’s or its employees’ burglary, theft, negligence, gross negligence, willful misconductor breach of this Agreement, including the inaccuracy in any material respect of any representationor warranty made by BANK contained in this Agreement;
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               (ii) BANK’s or its employees failure to act in accordance with the Program;               (iii) Actions or omissions which conflict, or are not consistent, with the Program.               (iv) BANK’s or its employees’ fraud or misconduct (related to specific actions of BANK or itsemployees and not arising from or related to general claims of fraud or misconduct related to theProgram or the Loans);               (v) ACE complying with BANK Policies or taking specific action under a specific request byBANK that ACE would not otherwise take without the specific request of BANK;               (vi) any claim by any Delaware regulatory authority, the FDIC, or any other federal regulatoryagency or other governmental body having supervisory authority over BANK;               (vii) any claim by any third party of service mark or trade mark infringement based upon ACE’suse of the BANK Properties;               (viii) violation by BANK of ECOA or any similar Delaware law governing BANK’s decisionsregarding whether to accept or reject a proposed Loan; or               (ix) violation by BANK of any federal law.     ACE acknowledges that this indemnification and risk allocation is a material inducement toBANK to enter into this Agreement and is a material factor in BANK’s determination of thecompensation to be paid to ACE. ACE expressly agrees and intends that this risk allocation includesany such risk arising in whole and or part from the alleged or actual negligence (but not grossnegligence or willful misconduct) of BANK. “Losses” shall include the failure of aBorrower to repay a Loan if such failure is related to a Collateral Event (as defined below) or anyother reason other than a Borrower’s financial ability. For example, but not by way of limitation,if a Loan is not required to be repaid as a result of a suit alleging that the Program violates aprescribed law, Losses will include the principal amount of the Loan.          (c) BANK hereby indemnifies and agrees to hold harmless ACE and its parent, subsidiaries andaffiliates, and each of their officers, directors, employees, representatives, agents and attorneys(the “ACE Indemnified Parties”) from and against any and all Losses suffered or incurred bysuch ACE Indemnified Parties as a result of, or in connection with, those matters specified inclauses (i) through (ix) of Section 4(b).          (d) The BANK Indemnified Parties and the ACE Indemnified Parties are sometimes referred toherein as the “Indemnified Parties,” and ACE or BANK, as indemnitor hereunder, aresometimes referred to herein as the “Indemnifying Party.”
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          (e) Any Indemnified Party seeking indemnification hereunder shall promptly notify theIndemnifying Party, in writing, of any notice of the assertion by any third party of any claim orof the commencement by any third party of any legal or regulatory proceeding, arbitration oraction, or if the Indemnified Party determines the existence of any such claim or the commencementby any third party of any such legal or regulatory proceeding, arbitration or action, whether ornot the same shall have been asserted or initiated, in any case with respect to which theIndemnifying Party is or may be obligated to provide indemnification (an “IndemnifiableClaim”) specifying in reasonable detail the nature of the Loss, and, if known, the amount, oran estimate of the amount, of the Loss, provided that failure to promptly give such notice shallonly limit the liability of the Indemnifying Party to the extent of the actual prejudice, if any,suffered by such Indemnifying Party as a result of such failure. The Indemnified Party shallprovide to the Indemnifying Party as promptly as practicable thereafter information anddocumentation reasonably requested by such Indemnifying Party to support and verify theIndemnifiable Claim asserted.          (f) The Indemnifying Party shall have thirty (30) days after receipt of any notification of anIndemnifiable Claim (a “Claim Notice”) to undertake, conduct and control, through counselof its own choosing, and at its own expense, the settlement or defense thereof, and the IndemnifiedParty shall cooperate with the Indemnifying Party in connection therewith if such cooperation is sorequested and the request is reasonable; *provided*that the Indemnifying Party shall hold theIndemnified Party harmless from all of its reasonable out-of-pocket expenses, including reasonableattorneys’ fees incurred in connection with the Indemnified Party’s cooperation. If theIndemnifying Party assumes responsibility for the settlement or defense of any such claim, (i) theIndemnifying Party shall permit the Indemnified Party to participate in such settlement or defensethrough counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Partyto such counsel, which consent shall not be unreasonably withheld) and engage under a mutuallyagreed upon legal budget where the costs of the Indemnified Party’s counsel shall be split equallybetween the Indemnifying Party and the Indemnified Party); and (ii) the Indemnifying Party shallnot settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall notbe unreasonably withheld or delayed for any reason if the settlement involves only payment ofmoney, and which consent may be withheld for any reason if the settlement involves more than thepayment of money, including any admission by the Indemnified Party. So long as the IndemnifyingParty is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Partyshall not pay or settle such claim without the Indemnifying Party’s consent, which consent shallnot be unreasonably withheld.          (g) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) daysafter receipt of the Claim Notice that it elects to undertake the defense of the IndemnifiableClaim described therein, or if the Indemnifying Party fails to contest vigorously any suchIndemnifiable Claim, the Indemnified Party shall have the right, upon notice to the IndemnifyingParty, to contest, settle or compromise the Indemnifiable Claim in the exercise of its reasonablediscretion; provided that the Indemnified Party shall notify the Indemnifying Party of anycompromise or settlement of any such Indemnifiable Claim. No action taken by the Indemnified Partypursuant to
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this Section 4(g) shall deprive the Indemnified Party of its rights to indemnificationpursuant to this Section 4. The Indemnifying Party shall pay to the Indemnified Party allLosses which the Indemnified Party has incurred within 30 days of receipt of written demandtherefor, including, without limitation, reasonable attorneys fees of the Indemnified Partyincurred in connection with defense of any Indemnifiable Claim.          (h) If ACE does not make timely payment to BANK as required under this Section 4, BANKmay set off against the fees owed to ACE by BANK pursuant to Section 2(g) above. Inaddition, upon the occurrence of a Collateral Event (as defined below), ACE shall post collateral(cash or cash equivalent) with BANK in an amount reasonably determined by BANK (the “CollateralAmount”), with such Collateral Amount not to exceed the greater of (X) 15% of the highest dailybalance of all outstanding Loans in the 30 calendar days preceding the Collateral Event or (Y)$250,000. Such collateral shall be held in an interest bearing account (or applied in BANK’s solediscretion against any monies owed by ACE to BANK and not paid timely) until either (I) all ofACE’s obligations under this Agreement have been discharged to the reasonable satisfactionof BANK and all Loans have been collected or written off by BANK or (II) the Collateral Event hasbeen resolved. In addition, until either (I) ACE’s obligations under this Agreement have beendischarged to the reasonable satisfaction of BANK and all Loans have been collected or written offby BANK or (II) the Collateral Event has been resolved, it shall be the obligation of ACE tomaintain the value of such collateral being held by BANK at an amount that is at all times equal tothe Collateral Amount. A “Collateral Event” shall have occurred when: (1) the Program isfor any reason suspended or terminated as a result of or in connection with an Indemnifiable Claimagainst ACE or (2) a suit or other proceeding is initiated against BANK and BANK is entitled toindemnification under this Section 4 for such suit or other proceeding. If for any reasonACE does not post such collateral within 30 days, BANK shall be permitted to immediately set offagainst all of the fees owed to ACE by BANK hereunder until all indemnification claims have beensatisfied in full and until collateral representing the Collateral Amount has been established.If ACE fails to make any payments in a timely manner to BANK under this Agreement, BANK, in itssole discretion, may (but is not required to) from time to time distribute to itself from theinterest bearing account (including any interest earned thereon) an amount equal to any monies ACEowes to BANK).     **5. Term and Termination.**          (a) Term. The term of this Agreement shall commence as of the date of this Agreement,and shall continue for a term of 36 months. The Agreement shall automatically renew for anadditional 12-month term unless either Party provides written notice to the other Party that itdoes not wish to so renew the Agreement no less than 90 days prior to the expiration of theoriginal term of the Agreement.          (b) Change in Circumstances. If ACE determines that it can profitably engage ininstallment loan or deferred deposit transactions in any of the States of Texas, Arkansas orPennsylvania independent of BANK, then ACE, in its sole discretion upon sixty (60) days notice toBANK, may (i) in the event of such a determination by ACE
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with respect to any of the States of Arkansas or Pennsylvania, elect to modify this Agreementto remove such State from the definition of “Market” or (ii) in the event of such a determinationby ACE with respect to the State of Texas, elect to either (A) modify this Agreement to remove theState of Texas from the definition of “Market” or (B) terminate this Agreement. In the event of atermination of this Agreement in accordance with Section 5(b)(ii)(B) on or prior to December 31,2006, ACE shall pay BANK a termination fee of $100,000.          (c) Insolvency. Upon the occurrence of an Insolvency Event (as defined below in thisSection 5(c)) by either Party, this Agreement shall automatically and immediatelyterminate. It shall constitute an Insolvency Event by BANK hereunder if BANK shall file forprotection under any state or federal liquidation provision, or BANK is placed into conservatorshipor receivership with the FDIC or any other duly appointed person or entity. It shall constitute anInsolvency Event by ACE hereunder if ACE shall file for protection under Texas law or federalbankruptcy or similar law, an involuntary petition is filed against ACE under any such laws and isnot dismissed within thirty (30) days of such filing, or a receiver or any regulatory authoritytakes control of ACE.          (d) Event of Default. Upon the occurrence of an Event of Default (as hereinafterdefined) by either Party, the other Party may terminate this Agreement by giving written notice atleast thirty (30) days in advance of termination and an opportunity for the defaulting Party tocure the Event of Default. It shall constitute an Event of Default by BANK hereunder if: (i) BANKshall be in material breach of any duty, obligation, representation, warranty or covenant hereunderor if BANK fails to make any payment due hereunder within the time period specified in thisAgreement; (ii) ACE has not materially defaulted hereunder and BANK nonetheless discontinues makingLoans; (iii) BANK terminates its agreement with the Service Provider and, as a result and throughno fault of ACE, ACE is not able to market and service the Loans for a period of five or morebusiness days, or (iv) BANK ceases generally to fund Loans marketed by ACE pursuant to thisAgreement. It shall constitute an Event of Default by ACE hereunder if (i) ACE shall be inmaterial breach of any duty, obligation, representation, warranty, or covenant hereunder, or (ii)BANK has not defaulted hereunder and ACE nonetheless discontinues marketing and servicing the Loansother than pursuant to Section 5(b).          (e) Adverse Impact to BANK. BANK may terminate this Agreement on ninety (90) dayswritten notice to ACE in the event BANK becomes aware of any adverse legal, regulatory or otherdevelopments (either federal or state), whether inside or outside of the state of Texas andregardless of whether it involves any Party or is related to the Program, and which could have amaterial adverse impact on BANK, the profitability of its activities under this Agreement or itslitigation or risk exposure. This provision shall not apply to events or circumstances covered bySection 5(b).          (f) Adverse Impact to ACE. ACE may terminate this Agreement on ninety (90) days’written notice to BANK in the event that either (i) BANK changes the BANK Policies in a mannerwhich is reasonably likely to have a material adverse impact
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on ACE, the profitability of its activities under this Agreement or its litigation or riskexposure or (ii) ACE becomes aware of any adverse legal, regulatory or other developments (eitherfederal or state), whether inside or outside of the state of Texas and regardless of whether itinvolves any Party, or is related to the Program, and which could have a material adverse impact onACE, the profitability of its activities under this Agreement or its litigation or risk exposure.          (g) Effect of Termination. Upon termination or expiration of this Agreement for anyreason, BANK shall pay ACE any monies that are owed by BANK to ACE then due and payable under thisAgreement, including, without limitation, any Fees. In addition, ACE will pay to BANK any moniesthat are owed by ACE to BANK then due and payable under this Agreement, including, withoutlimitation, any monies owed under Section 4. In order to preserve the goodwill of eachParty with its customers, both Parties shall act in good faith and cooperate in order to ensure asmooth and orderly termination of their relationship and the termination of the Loan originationand marketing program contemplated hereunder. Unless prohibited by applicable Laws, or asotherwise provided in this Agreement, upon BANK’s written request ACE shall continue to serviceoutstanding Loans following termination or expiration of this Agreement until all Loans are repaidor charged off in accordance with BANK Policies. Upon the termination or expiration of thisAgreement, all rights in BANK Properties granted to ACE shall revert to BANK, and ACE shallimmediately cease using the BANK Properties. In addition, upon termination or expiration of thisAgreement, BANK will negotiate in good faith with ACE to sell to ACE all Loans marketed andserviced by ACE in and previously charged off by BANK for a nominal amount, provided that ACEexecutes and delivers to BANK an indemnification agreement to indemnify and hold BANK harmless forany and all actions taken by ACE in connection with collection of any such Loans and that ACEagrees to comply with all laws regarding any attempts to collect such Loans.          (h) Survival. Sections 1(b), 2(d)(iii), 2(e)(iii),2(g), 2(j) and 4 through 10 hereof shall survive the termination ofthis Agreement subject to any time limitations set forth in such Sections.          (i) Right of First Refusal. If, during the term of this Agreement, ACE reaches anagreement with a federally insured financial institution other than BANK (a “Third-PartyFinancial Institution”) to offer short-term multiple installment loans (as opposed tosingle-installment loans) in any state other than the States of Texas, Arkansas or Pennsylvania(the “Proposed Third-Party Arrangement”), and if BANK is not then in default under thisAgreement, ACE shall give written notice (the “Offering Notice”) to BANK of such ProposedThird-Party Arrangement before ACE and the Third-Party Financial Institution agree to effect theProposed Third-Party Arrangement. Such Offering Notice shall (a) described the ProposedThird-Party Arrangement and (b) offer to BANK the right to enter into an agreement with ACEidentical to the Proposed Third-Party Arrangement (the “ROFR Offer”). BANK must givewritten notice to ACE of its election to accept or reject the ROFR Offer within thirty (30) daysafter the date of receipt of the Offering Notice. If BANK gives timely notice to ACE of itsacceptance of the ROFR Offer, ACE and BANK will enter into an agreement or amendment to this
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Agreement providing for the Proposed Third-Party Arrangement. If BANK fails to accept orgives written notice to ACE of its rejection of the ROFR Offer in a timely manner, the ROFR Offershall lapse and Seller shall be free to enter into the Proposed Third-Party Arrangement with theThird-Party Financial Institution upon the terms described in the Offering Notice.     **6. Notices.**     Any notice hereunder by a Party shall be given to the other Party at its address set forthbelow or at such other address designated by notice in the manner provided in this Section6, by personal delivery, certified mail or private courier service, or by facsimile with aconfirmation copy by first class mail, postage prepaid. Any written notice or demand to be givenunder this Agreement shall be duly and properly given if delivered as described in this Section6. Such notice shall be deemed to have been given (a) when received, if by personal deliveryor private courier service, (b) when faxed, if by facsimile, and (c) three days after mailing, ifsent by certified mail; *provided*, *however*, that any notice given by a Party changing its addressfor notice shall be deemed given only upon actual receipt by the other Party. Unless otherwiseagreed, notice shall be sent to the contact persons at the addresses or facsimile numbers, as thecase may be, set forth below:   If to ACE**:** ACE Cash Express, Inc.  Attention: General Counsel  1231 Greenway Drive, Suite 600  Irving, Texas 75038  Telephone: (972) 550-5000  Facsimile: (972) 582-1426   If to BANK: First Bank of Delaware  Attention: Alonzo J. Primus, CPA  1000 Rocky Run Parkway  Wilmington, De 19803  Telephone: (215) 735-4422, ext. 5260  Facsimile: (215) 735-0212   with a copy to: First Bank of Delaware  Attention: Paul Frenkiel, CFO  1000 Rocky Run Parkway  Wilmington, De 19803  Telephone: (215) 735-4422, ext. 5255  Facsimile: (215) 735-0508     **7. Confidentiality and Use of Customer Information.**          (a) Consistent with the limitations imposed by the Gramm-Leach-Bliley Act (“GLBA”),Federal Reserve Board regulations and Federal Trade Commission regulations implementing the GLBA,and other applicable federal and state privacy laws,
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ACE may disclose or otherwise use all information collected on the Application regarding allApplicants (“Applicant Information”), including, without limitation, names, addresses,demographic information and financial information, for any lawful purpose. ACE shall not discloseor otherwise use information concerning an Applicant, other than Applicant Information, that isreceived by ACE as a result of the Applicant’s receipt of a Loan from BANK pursuant to thisAgreement for any purpose other than to perform ACE’s services as set forth in Section 2.Consistent with the limitations imposed by the GLBA, Federal Reserve Board regulations and FederalTrade Commission regulations implementing the GLBA, and other applicable federal and state privacylaws, BANK may use the Applicant Information for any Applicant to whom it extends a Loan, orconsiders extending a Loan, only for the purposes authorized by, and subject to the provisions of,this Agreement.          (b) BANK and ACE agree to treat in confidence the provisions of this Agreement and alldocuments, materials and other information related to this Agreement which shall have been obtainedduring the course of the negotiations leading to, and during the performance of, this Agreement(collectively, “Confidential Information”), including without limitation the reportsreferenced in Section 2(e), and not to communicate Confidential Information to any thirdparty, except that Confidential Information may be provided to a regulatory agency having orasserting jurisdiction over a Party or the Loans, a Party’s affiliates, as such term is defined inthe Securities Exchange Act of 1934, counsel, accountants, financial or tax advisors without theconsent of the other Party; *provided*that such Parties agree to hold such Confidential Informationin confidence. As used herein, the term “Confidential Information” does not includeinformation which (i) becomes generally available to the public other than as a result of adisclosure by a Party receiving such information (a “Restricted Party”), (ii) isindependently developed by a Restricted Party without violating this Agreement, (iii) was availableto the Restricted Party on a non-confidential basis prior to its disclosure to the RestrictedParty, (iv) becomes available to the Restricted Party on a non-confidential basis from a sourceother than the other Party; provided that such source is not bound by a confidentiality agreementwith the other Party or otherwise prohibited from transmitting the information to the RestrictedParty by a contractual, legal or fiduciary obligation or (v) is required by Law to be disclosed.          (c) In the event that a Restricted Party is requested or required (by oral questions,interrogatories, requests for information or documents, subpoena, Civil Investigative Demand orsimilar process) to disclose any Confidential Information, the Restricted Party will provide theother Party with prompt notice of such request(s) so that the other Party may seek an appropriateprotective order or other appropriate remedy and/or waive the Restricted Party’s compliance withthe provisions of this Agreement. In the event that the other Party does not seek such aprotective order or other remedy, or such protective order or other remedy is not obtained, or theother Party grants a waiver hereunder, the Restricted Party may furnish that portion (and only thatportion) of the Confidential Information which the Restricted Party is legally compelled todisclose and will exercise such efforts to obtain reasonable assurance that confidential treatmentwill be accorded any Confidential Information so furnished as a Restricted Party would
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reasonably exercise in assuring the confidentiality of any of its own confidentialinformation.     **8. Specific Performance in the Event of Breach.**          (a) The Parties agree that monetary damages would not be adequate compensation in the event ofa breach by a Restricted Party of its obligations under Section 7 and, therefore, theParties agree that in the event of any such breach the Restricted Party, in addition to its otherremedies at law or in equity, shall be entitled to an order requiring the Restricted Party tospecifically perform its obligations under Section 7 or enjoining the Restricted Party frombreaching Section 7, and the Restricted Party shall not plead in defense thereto that therewould be an adequate remedy at law.     **9. Miscellaneous.**          (a) Neither the existence of this Agreement or any related agreements, nor their execution, isintended to be, nor shall it be construed to be, the formation of a partnership, joint venture oragency relationship between BANK and ACE. No employee of ACE shall be deemed to be an employee ofBANK, nor shall any employee of BANK be deemed an employee of ACE.          (b) This Agreement and any related agreements supersede any negotiations, discussions orcommunications between BANK and ACE and constitute the entire agreement of BANK and ACE withrespect to the subject matter hereof.          (c) Failure of any Party to insist, in one or more instances, on performance by any otherParty in accordance with the terms and conditions of this Agreement shall not be deemed a waiver orrelinquishment of any right granted hereunder or of the future performance of any such term orcondition or of any other term or condition of this Agreement unless and to the extent that suchwaiver is in a writing signed by or on behalf of the Party alleged to have granted such waiver.          (d) ACE shall not assign any of its rights or delegate any of its obligations hereunderwithout BANK’s prior written consent, which shall not be unreasonably withheld, in which event ACEshall remain directly liable to BANK for all of ACE’s obligations hereunder. BANK shall not assignany of its rights or delegate any of its obligations hereunder without ACE’s prior written consent,which shall not be unreasonably withheld. This Section 9(d) shall not be deemed to applyto Section 1(c). Notwithstanding the foregoing, ACE may assign this Agreement in whole orin part to an affiliate of ACE, so long as ACE agrees to remain directly liable to BANK for all ofACE’s obligations hereunder.          (e) This Agreement is for the sole and exclusive benefit of the Parties and shall not bedeemed to be for the benefit of any third party, including any Borrower, except for ACEIndemnified Parties as provided in Section 4. Except as provided in the previous sentence,no such third party shall be deemed to be a third-party beneficiary hereunder.
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          (f) The headings of the several sections and subsections of this Agreement are inserted forconvenience only and shall not in any way affect the meaning or construction of any provision ofthis Agreement.          (g) When used in this Agreement, (i) “including” shall not signify any limitation orrestriction, (ii) “hereof,” “herein,” “hereby” and similar terms shall bedeemed references to this Agreement as a whole, (iii) “person” shall include naturalpersons, entities of any kind, and governmental authorities, (iv) “Section,”“Exhibit” and “Schedule” shall refer to a Section, an Exhibit and a Schedule,respectively, of or to this Agreement, unless otherwise stated, and (v) “business day”shall mean any Monday through Friday other than any such day that banks are authorized to be closedin the State of Texas. Pronouns referring to any gender shall be deemed references to each othergender as appropriate.          (h) This Agreement may be executed by the Parties in separate counterparts, each of which isan original but all of which together shall constitute one and the same document. Facsimilesignatures and photocopies shall be deemed as valid as though they were originals.          (i) ACE shall provide to BANK any copies of written customer complaints regarding any Loan orthe Program received by U.S. Mail from consumers within five (5) business days of receipt by ACE.     **10. Choice of Law; Forum Selection; Attorneys Fees and Waiver of Jury Trial**          (a) **Choice of Law****.**This Agreement and the rights and duties described herein shall begoverned by, and interpreted in accordance with, the laws of the State of Delaware, withoutreference to Delaware choice of law or conflict of law rules.          (b) **Forum Selection****.**Any action or proceeding seeking to enforce any provision of, orbased on any right arising out of, this Agreement shall be brought against any of the Parties inthe courts of the State of Delaware, County of New Castle, or, if it has or can acquirejurisdiction, in the United States District Court for the District of Delaware, and each of theParties consents to the jurisdiction of such courts (and of the appropriate appellate courts) inany such action or proceeding and waives any objection to venue laid therein. Process in anyaction or proceeding referred to in the preceding sentence may be served on any Party anywhere inthe world.          (c) **Attorneys Fees****.**Any person who is the successful Party in any proceeding broughtto enforce such Party’s rights under this Agreement shall be entitled to recover attorneys’ feesand costs from the other Party.          (d) **WAIVER OF RIGHTS TO TRIAL BY JURY****.**EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLYWAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDERTHIS AGREEMENT OR IN ANYWAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIESHERETO WITH
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RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOWEXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACHPARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BEDECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINALCOUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THESIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.IN WITNESS WHEREOF, BANK and ACE, intending to be legally bound hereby, have caused this Agreementto be executed by their duly authorized officers as of the day and year first set forth above.       FIRST BANK OF DELAWARE ACE CASH EXPRESS, INC.       By: /s/ Harry M. Maddona By: /s/ Walter E. Evans       Its: President & CEO Its: SVP & General CounselDate: 7/21/05 Date: 7/21/05
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**EXHIBIT A****COMPUTATION OF SERVICING FEES**     **1. **This is Exhibit A to that certain Marketing and Servicing Agreement dated as ofJuly 21, 2005 (the “Agreement”) between First Bank of Delaware (“BANK”) and ACECash Express, Inc. (“ACE”). All capitalized terms used herein and not otherwise definedare defined in the Agreement.     **2. **As ACE’s sole compensation under the Agreement, BANK shall pay ACE the marketing andservicing fees (the “Fees”) set forth below. BANK shall only be obligated to pay the Feeson Loans actually paid during the period.     **3. **Commencing on the first business day following the cashing of a voucher by ACE inconnection with a Loan and continuing on each business day thereafter, ACE shall deliver to BANK adaily report of business (the “Daily Report”) outlining the total amount of vouchers cashedby ACE on any day prior to such Daily Report and not included in a prior Daily Report (theaggregate amount of vouchers cashed referred to as the “Voucher Proceeds”), the fees earnedby BANK, the Fees projected to be earned by ACE upon full repayment of the Loan, and the totalLoans held as receivable as a result of the transactions. Additionally, the report will detail theLoans collected from each Borrower together with the applicable fees that pertain to BANK andapplicable Fees that pertain to ACE, as well as such other information as is reasonably required byBANK to manage the Program. On each such business day that such a report is delivered, BANK shallpay ACE, by an ACH transfer, the Voucher Proceeds reflected in such report.     **4. **On the first and fifteenth calendar day of each calendar month following a Loan repayment,and continuing on the first and fifteenth calendar day of each calendar month thereafter, ACE shalldeliver to BANK an invoice that details, by the day, the total Loans collected, the total feesearned by BANK, and the total amount of Fees due to ACE for the 15-day period included in suchinvoice (an “Invoice”). Based on each Invoice, BANK will pay to ACE, by ACH transfer (orby other means agreeable to ACE and BANK) on the day following the delivery of the Invoice, theFees owed by BANK to ACE as a result of ACE’s activities for the Invoice period; provided, however,that if any payment date is not a business day for BANK, then BANK’s payment shall be made on thenext day that is a business day for BANK. Each Invoice shall show (i) the total of payments onLoans actually received by BANK during the Invoice period; and (ii) the Fees owed by BANK to ACE,together with the calculation of such Fees in such detail and in a manner mutually agreeable to theParties. ACE and BANK agree that the calculation of the Fees owed by BANK shall be submitted witheach Invoice. ACE shall be responsible for all principal and fee losses on Loans. For each invoiceperiod, BANK will reduce the amount of fees payable to ACE by the amount of the principal and feelosses on Loans.
 

 
     **5. **Each Borrower shall be charged an annual percentage rate of between * — * % depending onthe term of the Loan.     **6. **As provided in Section 2(f) of the Agreement, BANK must pay ACE Fees calculated asfollows: (a) all returned item charges paid by Borrowers plus (b) all finance charges paid byBorrowers, less (i) $ * per Loan, (ii) * % of all fees recorded as paid by Borrowers, exceptreturned item charges, and (iii) all principal and fee losses on Loans. If the principal losses onLoans exceed the amount due to ACE, ACE agrees to remit the amount of the shortfall to BANK viawire transfer within three business days.     **7. **ACE shall reimburse BANK on a monthly basis for all of BANK’s charges and actual costsassociated with BANK’s local Texas bank accounts, which BANK establishes to conduct the Program,including, without limitation, actual NSF charges, services fees, and any miscellaneous monthlyfees. BANK will submit an invoice to ACE for these charges on a monthly basis.     **8. **On a monthly basis, BANK will invoice ACE for * % of the Credit Scoring Fees, Base Ratefees, Discount Rate fees and OFAC fees (each as described below) (collectively, the “ServiceProvider Fees”) charged by the Service Provider. BANK will be responsible for * % of theService Provider Fees. While the Service Provider used by BANK may change during the term of thisAgreement, and while the Service Provider Fees charged by such vendor may change during thisperiod, the Parties contemplate that BANK 1will use Teletrack, Inc. as the ServiceProvider and that Teletrack will charge the following fees in connection with its services to BANK:Credit Scoring Fees: The Banks Service Provider is estimated to charge$1.85 for each loan submitted for approval. The Credit Scoring information to begathered is the FICO score and the Borrowers Debt to