MASTER LOAN AGENCY AGREEMENT


This Master Loan Agency Agreement  ("Agreement") is made on August 11, 1999 (the
"Effective  Date"),  by Goleta  National  Bank, a national  banking  association
("GNB"),  and Ace Cash Express,  Inc., a Texas corporation  ("Ace"). GNB and Ace
are collectively referred to in this Agreement as the "Parties."

A.       GNB's business, as a national bank, includes making loans.

B.       GNB's business  includes issuing cards that permit electronic access to
         bank accounts at GNB.

C.       Ace's  business  includes the  operation of locations at which  various
         retail  financial  services are offered and sold by Ace  ("Locations").

D.       The  Parties  believe  that it is  beneficial  for them to  enter  into
         arrangements  under  which GNB will make  loans to Ace's  customers  at
         various Locations, GNB will issue cards to borrowers to access the loan
         proceeds  in  those  borrowers'  accounts  at GNB,  Ace  will  serve as
         administrative  agent for GNB at various  Locations in processing those
         loans, and Ace will purchase participations in those loans made by GNB.

In  consideration  of the foregoing  and the mutual  covenants set forth in this
Agreement, the Parties hereby agree as follows:

ARTICLE I-- LOANS AND AGENCY

1.1      Bank  Loans.   This  Agreement   describes  and  governs  the  Parties'
         relationship regarding Bank Loans. A "Bank Loan" is a loan or extension
         of credit by GNB:

         (a)      to a potential  borrower who submits a loan application to GNB
                  for a short-term  loan and who, in GNB's  judgment,  meets the
                  Credit Criteria (as defined below in this Section 1.1),

         (b)      with a stated term of no more than 33 calendar  days (but with
                  up to three  Renewals,  as  described  and  defined in Section
                  1.2), and

         (c)      that is  funded  by GNB's  credit  to the  borrower's  deposit
                  account at GNB that may be accessed electronically only by the
                  borrower's  use of a Card (as  defined  below in this  Section
                  1.1).

         The "Credit Criteria" are the credit criteria that must be satisfied by
         a  potential  borrower  to be  eligible  for a Bank Loan  (including  a
         Renewal),  which  have  been  established  by GNB and are set  forth on
         Exhibit A to this Agreement,  as such credit criteria may be amended by
         GNB from time to time in its sole discretion by at least 90 days' prior
         Notice (as defined  below in this  Section  1.1) to Ace (with each such

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         amendment to be evidenced by a  superseding  Exhibit A); except that if
         the Office of the Comptroller of the Currency or the Board of Governors
         of  the  Federal  Reserve  System  (the  "Bank  Regulatory  Authority")
         requires or recommends  that GNB change the Credit  Criteria  within 90
         days, GNB shall give that Notice to Ace as far in advance of the change
         as is  reasonably  practicable.  A "Card" is a plastic card issued to a
         borrower by GNB that, with the  corresponding  personal  identification
         number ("PIN"),  permits  electronic  access to the borrower's  deposit
         account  at GNB into which the Bank Loan is  funded.  A  "Notice"  is a
         written communication that complies with Section 11.3.

1.2      Terms of Bank  Loans.  The Bank  Loans  shall be made on the  following
         terms:


         (a)      Each  initially  funded  Bank  Loan  must  be  in  the  amount
                  (exclusive  of  interest  or  fees)  of  $100,  or in any  $50
                  increment above $100, up to a maximum of $500.

         (b)      No more than one Bank Loan may be  outstanding to any borrower
                  at one time.

         (c)      An  initially  funded  Bank Loan may be  renewed  by GNB up to
                  three consecutive times, for up to 33 calendar days each, only
                  if, at the time each such renewal of a Bank Loan (a "Renewal")
                  is requested,  the borrower (i) satisfies the Credit  Criteria
                  applicable  to that  Renewal,  (ii) pays all interest  accrued
                  (but not yet paid) to date on the principal amount of the Bank
                  Loan,  and (iii) repays at least five percent of the principal
                  amount of the then outstanding Bank Loan.

         (d)      The interest charged to the borrower for a Bank Loan may be up
                  to the maximum rate of interest  that GNB may charge from time
                  to time under applicable law.

         GNB may (in its sole discretion) modify the terms of the Bank Loans set
         forth in this  Section  1.2 upon  Notice to Ace at least 90 days before
         the  modification  or, if the Bank  Regulatory  Authority  requires  or
         recommends  that GNB modify the terms  within 90 days,  then as soon as
         reasonably  practicable after that requirement or recommendation by the
         Bank  Regulatory  Authority.  Except  as  otherwise  provided  in  this
         Agreement,  neither  Party  may  charge  a  prospective  borrower  or a
         borrower  any  fee or  other  amount  in  connection  with a Bank  Loan
         (including a Renewal) or any other aspect or  transaction  described in
         this  Agreement  relating to a Bank Loan  (including  the issuance of a
         Card and the  establishment  or  maintenance  of a  borrower's  deposit
         account).  Nothing in this Agreement,  however, affects a Party's right
         to charge for any service or services  rendered to its  customers  (who
         may also be prospective  borrowers or borrowers) not in connection with
         any other  transactions  described in this  Agreement  relating to Bank
         Loans.

1.3      Agency  Appointment.  GNB hereby  appoints Ace as GNB's  agent,  at the
         Locations at which Ace may legally so serve,  to facilitate and provide
         administrative services regarding the Bank Loans in accordance with the
         terms of this Agreement. Ace hereby accepts that appointment and agrees

<PAGE>

         to so serve as agent in accordance with the terms of this Agreement. In
         addition,  Ace may invite  franchisees  of Ace or Ace's  affiliates  to
         enter  into  arrangements   substantially  similar  to  those  in  this
         Agreement, including serving as GNB's agents at their respective retail
         financial services locations to facilitate,  and provide administrative
         services regarding, the Bank Loans ("Participating Franchisees") if all
         Participating  Franchisees  enter into an agreement with GNB similar to
         this  Agreement;  Ace agrees that it shall be and remain liable for all
         acts or  omissions  to act of all  Participating  Franchisees  as GNB's
         agent under that agreement.

1.4      GNB Lending  Activities.  For or in connection with the Bank Loans, GNB
         shall:

         (a)      Establish, maintain, and monitor the Credit Criteria.

         (b)      Provide to Ace appropriate  application  forms for Bank Loans,
                  in electronic or paper format as agreed by the Parties.

         (c)      Review and evaluate each completed application for a Bank Loan
                  transmitted by Ace for a prospective borrower,  and approve or
                  deny  that  request  within  *  after   transmission   of  the
                  application.

         (d)      Create and maintain such forms of  disclosure  to  prospective
                  borrowers and borrowers as may be required by applicable law.

         (e)      Create  and  maintain  appropriate  documentation  as  may  be
                  required  by   applicable   law  in  the  event  that  a  loan
                  application is denied.

         (f)      Create and maintain  appropriate  documentation for Bank Loans
                  and  provide it  (through  Ace) to each  prospective  borrower
                  whose loan application has been approved by GNB,  including an
                  authorization  from  each  borrower  to allow GNB to grant Ace
                  access  to that  borrower's  information  as  contemplated  by
                  Section 5.1.

         (g)      Establish a deposit  account at GNB for each borrower  under a
                  Bank Loan, and create  appropriate  account  documentation and
                  provide it (through Ace) to the borrower.

         (h)      Fund the amount of the Bank Loan into the  borrower's  deposit
                  account at GNB.

         (i)      Issue a Card (including the corresponding PIN) to the borrower
                  under Bank Loans  thereby  enabling the borrower to access the
                  borrower's GNB Bank account.

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* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
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         (j)      Develop  (to  the  extent  not  yet  developed)  and  maintain
                  credit-evaluation  and decision-making  software at GNB's loan
                  approval center ("Credit  Software")  that  communicates  with
                  Ace's  POS  Software  (as  defined  in  Section  1.5)  at each
                  Location  at which  Bank  Loans are  offered,  and  maintain a
                  national toll-free  telephone access number for the purpose of
                  that electronic communication.

         (k)      Take all such other actions,  other than those to be performed
                  by Ace under this Agreement,  as may be required or reasonably
                  appropriate to make Bank Loans.

         (l)      Reimburse  Ace for all  legal  fees  and  expenses  reasonably
                  incurred  by  Ace  in  excess  of  $ *  per  year  during  the
                  effectiveness   of   this   Agreement   for   review   of  the
                  documentation   used  in   connection   with  Bank  Loans  for
                  compliance with  applicable  bank and lending laws,  rules and
                  regulations.

1.5      Agent Services.  Ace shall, at GNB's reasonable direction in accordance
         with the terms of this  Agreement,  as GNB's agent at each  Location at
         which Bank Loans are offered:

         (a)      Obtain (if  necessary)  and maintain a PIN keypad,  a magnetic
                  card reader that can read the Cards,  POS Software (as defined
                  below in this  Section  1.5),  and the  ability  to connect to
                  GNB's loan approval  center through GNB's  national  toll-free
                  telephone  access  number,  all in such form as is  reasonably
                  acceptable to GNB.

         (b)      Maintain signage  reasonably  acceptable to GNB indicating the
                  availability of Bank Loans and, if the  application  forms are
                  in paper format, copies of application forms for Bank Loans.

         (c)      Provide GNB's  application forms for Bank Loans to prospective
                  borrowers who so request.

         (d)      Upon request,  assist each prospective  borrower in completing
                  an application  form and transmit that  completed  application
                  form for a Bank Loan to GNB for evaluation.

         (e)      Deliver to each prospective  borrower the appropriate  form(s)
                  of legally required disclosure (prepared by GNB).

         (f)      Submit to each prospective borrower whose loan application has
                  been approved by GNB the  documentation  required by GNB for a
                  Bank Loan, or deliver to each prospective  borrower whose loan
                  application  has been  denied  the loan  denial  documentation
                  prepared by GNB.

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* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
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         (g)      To the extent  required by GNB,  deliver to GNB the borrower's
                  signed loan documentation (including the Bank Loan application
                  and the  promissory  note) for a Bank Loan * after approval of
                  the Bank Loan,  with the  delivery  cost from  Ace's  regional
                  office to (or as directed by) GNB to be paid by GNB.

         (h)      Provide to each  borrower  GNB's forms to establish an account
                  at GNB,  assist (as requested) each borrower in completing the
                  forms,  deliver a Card  (including the  corresponding  PIN) to
                  each  borrower  under a Bank Loan as directed by GNB,  and (to
                  the extent  required  by GNB)  deliver  to GNB the  borrower's
                  signed Card and account authorization  documents ( * after the
                  execution  of these  documents,  with the  delivery  cost from
                  Ace's regional office to GNB to be paid by GNB).

         (i)      Establish  a bank  account  with Wells  Fargo Bank (or another
                  bank that is a part of the  syndicate of banks lending to Ace)
                  into which Ace will  deposit  payments  regarding  Bank Loans,
                  including  principal and interest and fees (other than the Ace
                  Administrative  Fee,  as defined  below in this  Section  1.5)
                  received from borrowers (the "Bank Loan Repayment Account").

         (j)      Accept  payments of Bank Loans as reasonably  directed by GNB,
                  and  corresponding  interest  and  fees  (other  than  the Ace
                  Administrative Fee), by or on behalf of borrowers and make the
                  amounts so received  available  to GNB, no later than the next
                  business  day,  for GNB to initiate a debit entry  through the
                  Automated Clearinghouse system against the Bank Loan Repayment
                  Account;  and transmit to GNB the paying  borrower's name, GNB
                  Bank account number,  and amount paid  immediately  upon Ace's
                  receipt  (at a Location or  otherwise)  or any form of payment
                  (whether  paid by  cash,  check,  or  Automatic  Clearinghouse
                  transmission).

         (k)      To the extent GNB does not require delivery by Ace of the loan
                  documentation or Card and account authorization documentation,
                  GNB   hereby   appoints   Ace  as   custodian   of  all   such
                  documentation,  and Ace shall maintain that  documentation  in
                  safekeeping for the benefit of GNB.

         Ace shall develop or cause to be developed  software,  integrated  with
         Ace's point-of-sale system at each such Location (the "POS System"), by
         which data and documents  regarding Bank Loans or applications for Bank
         Loans may be  transmitted  to and  received  from GNB's  loan  approval
         center;  that software actually developed by Ace is "POS Software." The
         only fee that Ace (for itself) may charge a  prospective  borrower or a
         borrower  in  connection  with any Bank  Loan or  related  transactions
         described  in this  Agreement is a one-time fee per person of up to $ *
         to establish an administrative relationship with Ace regarding any Bank
         Loans (the "Ace  Administrative  Fee").  GNB shall have no right to any
         Ace Administrative Fee.

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* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

1.6      Exclusivity. Subject to Section 8.4(d), the Parties' relationship shall
         be exclusive  during the  effectiveness of this Agreement in accordance
         with the following:

         (a)      After the Testing Period (as defined in Section  1.7(f)),  Ace
                  shall  not,  directly  or  indirectly,  offer  in  any  of the
                  Locations,  anywhere  in the  United  States of  America,  any
                  short-term loan that is the same as or  substantially  similar
                  to the  Bank  Loans  (including  any  deferred  check  deposit
                  service or product or similar "payday advance" permitted under
                  applicable check-cashing  statutes);  except that (i) when Ace
                  is  unable,  in light  of  applicable  operational  (including
                  contractual) and regulatory requirements,  to offer Bank Loans
                  at a Location,  Ace may offer short-term  loans  substantially
                  similar to the Bank Loans,  including payday advances, at that
                  Location,   and  (ii)  if  any  regulatory   authority  having
                  jurisdiction over the check-cashing and related  businesses of
                  Ace requires or recommends  that Ace cease to offer Bank Loans
                  at any  Location  or  Locations,  Ace may cease to offer  Bank
                  Loans  at that  Location  or  those  Locations  and may  offer
                  short-term  loans  substantially  similar  to the Bank  Loans,
                  including   payday   advances,   at  that  Location  or  those
                  Locations.   The  Parties   acknowledge  that  Ace's  and  its
                  affiliates'  franchisees are not bound by this Agreement,  and
                  may continue to offer such short-term  loans without regard to
                  this Agreement,  unless they become Participating  Franchisees
                  as provided in Section 1.3.

         (b)      GNB shall not, directly or indirectly,  anywhere in the United
                  States  of  America,  offer or  provide  any Bank  Loan or any
                  short-term loan that is the same as or  substantially  similar
                  to the Bank Loans through or with any other person; except GNB
                  may  make  any  short-term   loan  that  is  the  same  as  or
                  substantially similar to the Bank Loans to borrowers who apply
                  in  person  at an  office  of  GNB or to  the  limited  extent
                  required by applicable banking regulations.

         (c)      Ace shall use  commercially  reasonable  efforts  to make Bank
                  Loans  available in all of its Locations as soon as reasonably
                  practicable   in   light   of   operational   and   regulatory
                  considerations.

         (d)      The Parties anticipate that Ace will submit for GNB's approval
                  completed  applications  satisfying the Credit Criteria for at
                  least * Bank Loans  (including  Renewals) during each Year (as
                  defined  below in this  Section  1.6(d))  commencing  with the
                  second Year after the Testing Period (the "Annual  Application
                  Number").

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*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>


                  If Ace submits for GNB's  approval  during a Year,  commencing
                  with the  second  Year,  a number  of  completed  applications
                  satisfying  the  Credit  Criteria  for Bank  Loans  (including
                  Renewals) that is * % of the Annual Application  Number,  then
                  the Parties'  exclusivity  commitment,  and  (accordingly) the
                  stated  term  of this  Agreement  in  Section  4.1,  shall  be
                  extended for an additional  Year after the expiration  date of
                  this  Agreement   theretofore   in  effect.   A  "Year"  is  a
                  consecutive  12-month  period  after the  Testing  Period that
                  begins on the day after the Testing Period expires and on each
                  anniversary of that day during the Term.

         (e)      If Ace does not, however,  submit for GNB's approval completed
                  applications  satisfying  the Credit  Criteria  for at least *
                  Bank Loans (including  Renewals)  during any Year,  commencing
                  with the second Year,  then GNB may,  within 30 days after the
                  end of such Year,  give Ace Notice of intent to terminate  the
                  Parties' continued  exclusivity  commitment under this Section
                  1.6.  If,  within  90 days  after  that  Notice  of  intent to
                  terminate  exclusivity,  Ace does not submit to GNB  completed
                  applications  satisfying  the Credit  Criteria  for at least *
                  Bank Loans (including  Renewals),  then the Parties shall have
                  no further exclusivity  commitment under this Section 1.6. The
                  termination of the Parties' exclusivity  commitment shall not,
                  however,  affect  the  then  effective  stated  term  of  this
                  Agreement in Section 4.1.

1.7      Software  Development.   To  facilitate  the  process  for  Bank  Loans
         described in this Agreement,  the Parties shall cooperate in developing
         the Credit Software and the POS Software as follows:

         (a)      Ace will provide GNB information  regarding the POS System for
                  review and evaluation by or on behalf of GNB.

         (b)      GNB will provide Ace  information  regarding the software that
                  will serve as the basis for the Credit Software for review and
                  evaluation by or on behalf of Ace.

         (c)      The Parties will  establish  and agree upon the  functionality
                  requirements  for the POS  Software  and the Credit  Software.
                  Each  Party  shall  cooperate,  at its own  expense,  with any
                  reasonable  request made by or on behalf of the other Party in
                  connection with that other Party's development of its software
                  (i.e.,  the POS Software or the Credit  Software,  as the case
                  may be).

         (d)      The POS Software developed by Ace shall be Ace's property, and
                  no ownership  rights in or to that POS Software are granted or
                  transferred  to  GNB  (or  any  subsidiary  of  GNB)  in  this
                  Agreement or by GNB's (or any GNB  subsidiary's)  access to or
                  use of the POS  Software  under  this  Agreement.  The  Credit
                  Software  developed  by GNB  shall be GNB's  property,  and no
                  ownership  rights in or to that Credit Software are granted or
                  transferred  to Ace in this Agreement or by Ace's access to or
                  use of the Credit Software under this Agreement.


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*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
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         (e)      Information provided by one Party to or for the benefit of the
                  other  Party  under  this  Article  1.7 shall be  Confidential
                  Information in accordance with Article VII and may not be used
                  for any purpose other than as provided in this Article 1.7.

         (f)      Upon  completion of the POS Software and the Credit  Software,
                  the Parties will cooperate to (i) conduct initial tests of the
                  POS  Software  and the  Credit  Software  at  Ace's  corporate
                  headquarters  and GNB's loan approval  center,  (ii) conduct a
                  beta test of the POS  Software  and the Credit  Software  at a
                  Location,  and  (iii)  test the POS  Software  and the  Credit
                  Software in one or two Ace markets before  offering Bank Loans
                  in other Locations.  The time period in which all such testing
                  will occur is the  "Testing  Period,"  and the Testing  Period
                  shall expire on the date on which Bank Loans are first offered
                  at 150  Locations or the first  anniversary  of the  Effective
                  Date, whichever is earlier.

1.8      Training.  The  Parties  shall  conduct  training  sessions  for  Ace's
         personnel  regarding  the  proper  use  of  equipment  and  the  proper
         procedures  to be followed in connection  with offering and  processing
         Bank Loans and  applications  for Bank  Loans.  That  training  will be
         provided at Ace's  regional  locations and  corporate  office with such
         frequency and on such schedule as the Parties shall determine.

1.9      Collection  of Bank Loans.  Contemporaneous  with this  Agreement,  the
         Parties are entering into a Collection Servicing Agreement, under which
         is Exhibit B to this  Agreement.  To the  extent  that the terms of the
         Collection   Servicing  Agreement  conflict  with  the  terms  of  this
         Agreement, the terms of this Agreement shall control.

1.10     Advertising.

         (a)      Ace  may,  at its  own  expense,  advertise  and  promote  the
                  availability  of Bank  Loans.  For this  purpose,  GNB  hereby
                  grants Ace a nonexclusive and nontransferable  license, during
                  the effectiveness of this Agreement, to use GNB's trade names,
                  trade  marks,   service  marks,  and  logos  (whether  or  not
                  registered or protected or  protectible)  ("GNB  Marks").  All
                  uses of the GNB Marks must be approved in advance by GNB, such
                  approval not to be unreasonably withheld or delayed. A list of
                  current GNB Marks is set forth on Exhibit C to this Agreement.
                  GNB is not granting to Ace any, and shall retain  ownership of
                  the GNB Marks. Ace shall discontinue all uses of the GNB Marks
                  upon the expiration or termination of this Agreement.
<PAGE>

         (b)      GNB  may,  at its  own  expense,  advertise  and  promote  the
                  availability of Bank Loans through the Locations at which Bank
                  Loans are offered.  For this purpose,  Ace hereby grants GNB a
                  nonexclusive   and   nontransferable   license,   during   the
                  effectiveness  of this  Agreement,  to use Ace's trade  names,
                  trademarks,   service   marks,   and  logos  (whether  or  not
                  registered or protected or  protectible)  ("Ace  Marks").  All
                  uses of the Ace Marks must be approved in advance by Ace, such
                  approval not to be unreasonably withheld or delayed. A list of
                  current Ace Marks is set forth on Exhibit C to this Agreement.
                  Ace is not granting to GNB any, and shall retain  ownership of
                  the Ace Marks. GNB shall discontinue all uses of the Ace Marks
                  upon the expiration or termination of this Agreement.

ARTICLE II-- LOAN PARTICIPATION



2.1      Participation  Agreement.  Contemporaneous  with  this  Agreement,  the
         Parties are entering into a Master Loan  Participation  Agreement under
         which GNB agrees to sell to Ace, and Ace agrees to purchase from GNB, a
         * %  participation  in each of the Bank Loans made by GNB.  That Master
         Loan Participation Agreement is Exhibit D to this Agreement.

ARTICLE III--  REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1      Representations  and  Warranties by GNB. GNB represents and warrants to
         Ace as follows:

         (a)      GNB has full legal  right,  power and  authority to enter into
                  and perform this Agreement.

         (b)      This  Agreement  has  been  duly   authorized,   executed  and
                  delivered by GNB and constitutes the legal,  valid and binding
                  agreement of GNB.

         (c)      No   consent,   approval,   authorization   or  order  of  any
                  governmental  agency or authority,  except those  disclosed to
                  Ace in writing by GNB,  is  required  to be obtained by GNB to
                  permit it to perform its obligations under this Agreement.

         (d)      There  is  no  order,   action,   suit,   proceeding,   claim,
                  arbitration  or  investigation  by any person,  including  any
                  governmental authority, pending, issued or outstanding against
                  GNB as a party or, to the knowledge of GNB, threatened against
                  GNB that challenges GNB's right to execute,  deliver,  perform
                  under  or  consummate  the  transactions   described  in  this
                  Agreement.

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*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

         (e)      To the extent related to the services  offered and provided by
                  GNB under this Agreement:

                   (i)     all  federal,  state and local  laws and  regulations
                           have  been  complied  with in all  material  respects
                           relating to this Agreement;

                   (ii)    any   and   all    licenses,    permits   and   other
                           authorizations  required of GNB by federal,  state or
                           local  laws  (the  "GNB  Authorizations")  have  been
                           obtained,  are in full force and effect and are valid
                           under applicable federal, state and local laws; and

                   (iii)   the  continuation,  validity and effectiveness of all
                           of the GNB  Authorizations  shall not be  impaired or
                           adversely affected by the terms hereof.

         (f)      The Confidential Information of Ace previously provided by GNB
                  has been kept secret and has not been  disclosed by GNB to any
                  person who is not under a written  agreement with GNB or other
                  legal  obligation  to hold such  Confidential  Information  in
                  confidence.

3.2      Covenants by GNB.  GNB covenants with ACE as follows:

         (a)      GNB will  cooperate  with Ace  regarding  any  inspections  or
                  investigations  by any  governmental  agency or authority that
                  may occur during the Term (as defined in Article IV).

         (b)      GNB will  promptly  give  Notice to Ace of any order,  action,
                  suit, proceeding,  claim, arbitration, or investigation by any
                  person,  including any governmental authority,  that is filed,
                  issued, or threatened  against GNB that challenges GNB's legal
                  right to perform its obligations under this Agreement.

         (c)      GNB  will  maintain  the  effectiveness  of  all  of  the  GNB
                  Authorizations,   or  will  obtain  new  or   additional   GNB
                  Authorizations,  as  necessary  to  permit it to  perform  its
                  obligations under this Agreement.

         (d)      When  developed,  the Credit  Software  will not,  to the best
                  knowledge  of  GNB,  infringe  upon  the  proprietary  rights,
                  including  patent,  copyright or trade-secret  rights,  of any
                  other person.

         (e)      The Credit  Software  will  accurately  receive,  provide  and
                  process date/time data (including  calculating,  comparing and
                  sequencing)   from,   into  and  between  the  20th  and  21st
                  centuries,  including  the years 1999 and 2000,  and leap-year
                  calculations  and will not  malfunction,  cease to function or
                  provide invalid or incorrect  results as a result of date/time
                  data.
<PAGE>

         (f)      GNB will pay Ace the  portion of the ATM  charges  received by
                  GNB described in, and in  accordance  with,  Exhibit E to this
                  Agreement.

         (g)      GNB shall comply in all material  respects  with all legal and
                  regulatory  requirements,  including  bank and  lending  laws,
                  rules,  and  regulations,  imposed on or  applicable  to it in
                  connection  with the  performance of its  obligations  and its
                  other activities under this Agreement.

3.3      Representations  and  Warranties by Ace. Ace represents and warrants to
         GNB as follows:


         (a)      Ace has full legal  right,  power and  authority to enter into
                  and perform this Agreement.

         (b)      This  Agreement  has  been  duly   authorized,   executed  and
                  delivered by Ace and constitutes the legal,  valid and binding
                  agreement of Ace.

         (c)      No   consent,   approval,   authorization   or  order  of  any
                  governmental  agency or authority,  except those  disclosed to
                  GNB in writing by Ace,  is  required  to be obtained by Ace to
                  permit it to perform its obligations under this Agreement.

         (d)      There  is  no  order,   action,   suit,   proceeding,   claim,
                  arbitration  or  investigation  by any person,  including  any
                  governmental authority, pending, issued or outstanding against
                  Ace as a party or, to the knowledge of Ace, threatened against
                  Ace that challenges Ace's right to execute,  deliver,  perform
                  under  or  consummate  the  transactions   described  in  this
                  Agreement.

         (e)      To the extent related to the services  offered and provided by
                  Ace under this Agreement:

                   (i)     all  federal,  state and local  laws and  regulations
                           have  been  complied  with in all  material  respects
                           relating to this Agreement;

                   (ii)    any   and   all    licenses,    permits   and   other
                           authorizations  required of Ace by federal,  state or
                           local  laws  (the  "Ace  Authorizations")  have  been
                           obtained,  are in full force and effect and are valid
                           under applicable federal, state and local laws; and

                  (iii)    the  continuation,  validity and effectiveness of all
                           of the Ace  Authorizations  shall not be  impaired or
                           adversely affected by the terms hereof.

         (f)      The Confidential Information of GNB previously provided to Ace
                  has been kept secret and has not been  disclosed by Ace to any
                  person who is not under a written  agreement with Ace or other
                  legal  obligation  to hold such  Confidential  Information  in
                  confidence.

<PAGE>


3.4      Covenants by Ace.  Ace covenants with GNB as follows:

         (a)      Ace will  cooperate  with GNB  regarding  any  inspections  or
                  investigations  by any  governmental  agency or authority that
                  may occur during the Term.

         (b)      Ace will  promptly  give  Notice to GNB of any order,  action,
                  suit, proceeding,  claim, arbitration, or investigation by any
                  person,  including any governmental authority,  that is filed,
                  issued, or threatened  against Ace that challenges Ace's legal
                  right to perform its obligations under this Agreement.

         (c)      Ace  will  maintain  the  effectiveness  of  all  of  the  Ace
                  Authorizations,   or  will  obtain  new  or   additional   Ace
                  Authorizations,  as  necessary  to  permit it to  perform  its
                  obligations under this Agreement.

         (d)      When  developed,  the  POS  Software  will  not,  to the  best
                  knowledge  of  Ace,  infringe  upon  the  proprietary  rights,
                  including  patent,  copyright or trade-secret  rights,  of any
                  other person.

         (e)      The POS Software will accurately receive,  provide and process
                  date/time   data   (including   calculating,   comparing   and
                  sequencing)   from,   into  and  between  the  20th  and  21st
                  centuries,  including  the years 1999 and 2000,  and leap-year
                  calculations  and will not  malfunction,  cease to function or
                  provide invalid or incorrect  results as a result of date/time
                  data.

         (f)      Ace  will  pay  GNB  the  fees  for the  Cards  and  the  Loan
                  Participation  Pfocessing Fees described in, and in accordance
                  with, Exhibit E to this Agreement;  Ace shall have no right to
                  any such fees.

         (g)      As GNB's  agent with  respect to Bank  Loans,  Ace will follow
                  GNB's reasonable  instructions in accordance with the terms of
                  this Agreement.

         (h)      Ace shall comply in all material  respects  with all legal and
                  regulatory requirements,  including check-cashing laws, rules,
                  and regulations,  imposed on or applicable to it in connection
                  with  the   performance  of  its  obligations  and  its  other
                  activities under this Agreement.
<PAGE>

ARTICLE IV-- TERM AND TERMINATION

4.1      Term of  Agreement.  Unless  earlier  terminated as provided in Section
         4.2, this Agreement shall expire at 11:59:59 p.m., Central Time, on the
         later of (a) the fifth  anniversary  of the date on which  the  Testing
         Period expires or (b) the date on which the exclusivity period provided
         by Section 1.6 expires.  As used herein,  the "Term" of this  Agreement
         begins on the date  hereof  and shall  continue  until  this  Agreement
         expires or is terminated earlier under Section 4.2.

4.2      Termination.  A Party may terminate this Agreement as follows:


         (a)      Either Party may terminate  this  Agreement  immediately  upon
                  Notice if:

                  (i)      the other Party makes a general  assignment of all or
                           substantially  all of its assets  for the  benefit of
                           creditors;

                  (ii)     the  other  Party   applies   for,   consents  to  or
                           acquiesces in the appointment of a receiver, trustee,
                           custodian  or  liquidator  for its business or all or
                           substantially   all  of  its   assets,   including  a
                           receivership  or  custody  relationship  imposed by a
                           governmental   or    quasi-governmental    regulatory
                           authority; or

                  (iii)    the other Party files a voluntary petition for relief
                           under  the  United  States  Bankruptcy  Code or other
                           bankruptcy or insolvency laws; or

                  (iv)     an  involuntary  bankruptcy  or  insolvency  petition
                           filed against the other Party is not dismissed within
                           90 days.

         (b)      Either  Party may  terminate  this  Agreement  on ten business
                  days' Notice upon the other Party's refusal or failure to make
                  any payment due under this Agreement which is not cured within
                  such  ten  business-day  period.  Such  termination  shall  be
                  effective  immediately  upon  expiration  of such cure  period
                  unless the  defaulting  Party  cures such  default  within the
                  applicable cure period.

         (c)      Either Party may  terminate  this  Agreement  upon 30 business
                  days' Notice upon the  occurrence  of any  material  breach or
                  default by the other Party under this Agreement (other than as
                  described in Section 4.2(b)) which is not cured within such 30
                  business-day period.

         (d)      Ace may terminate this Agreement upon 60 business days' Notice
                  if any  change in the Credit  Criteria  or in the terms of the
                  Bank Loans (stated in Section 1.2) by GNB, in Ace's  judgment,
                  has adversely  affected or would  adversely  affect the market
                  for Bank Loans.

         (e)      Either party may  terminate  this  Agreement  upon 30 business
                  days'  Notice if the Bank  Regulatory  Authority  requires  or
                  recommends  that GNB cease  making Bank Loans,  in whole or in
                  part,  as provided for under this  Agreement,  or imposes such
                  conditions  on GNB's  making  of Bank  Loans  as would  have a
                  material adverse effect on GNB's ability to make Bank Loans as
                  provided  for under this  Agreement,  as  confirmed  to Ace by
                  GNB's bank regulatory counsel.
<PAGE>

4.3      Restrictions on  Termination.  A Party may not terminate this Agreement
         if the event or  circumstance  described in Section 4.2 upon which that
         Party would rely in so  terminating,  was caused by that Party's breach
         of or default  under this  Agreement.  Termination  rights to the Party
         under  Section  4.2 are not  exclusive  of any  other  right or  remedy
         available to or granted to a nonbreaching or nondefaulting  Party under
         this Agreement.

4.4      Change of Control.  Each Party  agrees to Notify the other Party if the
         first  Party's  board of directors  votes or consents to change,  or to
         recommend  to that  Party's  shareholders  that they vote or consent to
         change,  the control of that Party or its  business.  Regardless of any
         change  and  any  Notice  thereof  in  accordance  with  the  preceding
         sentence,  the Parties will remain obligated under this Agreement until
         this Agreement expires or is terminated according to its terms.

4.5      Post-Termination  Obligations.  Upon the  expiration or  termination of
         this  Agreement,  each Party will remit to the other  Party all amounts
         owing to such Party at the time of such expiration or termination. Each
         Party  will  also  remain  liable  until  it has  fulfilled  all of its
         obligations  to the  other  Party  that  arose or  accrued  before  the
         expiration or termination date.

ARTICLE V-- ACCESS; INSPECTION RIGHTS

5.1      Loan Databases.

         (a)      GNB shall  maintain a database of  information  regarding  all
                  Bank Loans,  including  information  regarding the  borrower's
                  name, the Card number  associated with the borrower's  deposit
                  account,  the balance in such  account,  the Bank Loan funding
                  and payment history, and the Location (or, if applicable,  the
                  Participating Franchisee location) through which the Bank Loan
                  was originated and facilitated.  GNB shall allow Ace access to
                  that database at any time during the Term and shall coordinate
                  with Ace  regarding  any software  and  hardware  necessary to
                  access such database.

         (b)      Ace shall  maintain a database of  information  regarding  the
                  payment  history  of all  Bank  Loans,  including  information
                  regarding the paying borrower's name, GNB Bank account number,
                  and amount paid.  Ace shall allow GNB access to that  database
                  at any time  during  the Term and  shall  coordinate  with GNB
                  regarding  any software and hardware  necessary to access such
                  database.

5.2      Inspection  Rights.  During the Term,  but no more often than once each
         calendar  year  during  the Term (or more often  only as  necessary  to
         comply with  requirements  of the Bank  Regulatory  Authority or of any
         regulatory  authority having  jurisdiction  over the  check-cashing and
         related  businesses  of  Ace  or if  there  is a  material  discrepancy
         identified through the electronic monitoring of the databases described
         in  Section  5.1),  either  Party  may  request  an  inspection  of the
<PAGE>
         financial  or other books and  records of the other  Party  relating to
         this  Agreement  by giving at least 30 days' prior  Notice to the other
         Party.  Any such inspection  shall be conducted only during the regular
         business hours of the other Party, or at such other  reasonable time to
         which the  other  Party  may  consent,  and  without  any  unreasonable
         disruption of the other Party's business operations. If, based upon the
         results of any such inspection,  a Party claims or intends to claim any
         additional  funds are owing from the other  Party,  then (a) such Party
         shall,  within ten  business  days after its  receipt of the results of
         that  inspection,  submit to the other  Party a copy of the  results of
         that  inspection,  and (b) the other Party shall have ten business days
         to review and, if it chooses,  object to those results by giving notice
         of its objection to the Party  conducting the  inspection.  Any Dispute
         regarding  the results of that  inspection  that is not resolved by the
         Parties'  agreement  within ten business  days after the other  Party's
         notice  of  objection  to the  inspecting  Party  shall be  settled  in
         accordance  with Section 8.6.  The disputed  results of any  inspection
         shall not be binding on the other Party for  purposes  of this  Section
         5.2 until the Dispute has been resolved by the Parties' agreement or in
         accordance with Section 8.6. The cost of such inspection  shall be paid
         by the inspecting Party.

ARTICLE VI-- NONSOLICITATION

6.1      Nonsolicitation.   During  the  Term  and  the  first  year  after  the
         expiration or termination of this  Agreement,  a Party may not directly
         or  indirectly  solicit for  employment  or employ any  employee of the
         other Party or any of the other Party's affiliates or induce or attempt
         to induce any  employee of the other Party or any of the other  Party's
         affiliates to terminate that employee's employment relationship; except
         that:

         (a)      general  solicitations  of  employment  published in journals,
                  newspapers,  or other publications of general  circulation and
                  not  specifically  directed  toward any  employee  or group of
                  employees  of the  other  Party  or any of the  other  Party's
                  affiliates  shall not be deemed a  violation  of this  Section
                  6.1; and

         (b)      a Party shall not be prohibited  from employing any person who
                  contacts that Party or any of that Party's  affiliates on that
                  person's own initiative and without any solicitation, directly
                  or   indirectly,   by  that  Party  or  any  of  that  Party's
                  affiliates.

ARTICLE VII--  CONFIDENTIAL INFORMATION

         7.1  Confidential  Information. Each Party shall keep  confidential the
         following information ("Confidential Information") acquired by it under
         or in connection with this Agreement:


         (a)      Information relating to the other Party's business,  financial
                  condition or  performance,  or operations that the other Party
                  treats as confidential or proprietary.
<PAGE>

         (b)      Copies of records  and other  information  obtained  from that
                  Party's examination of the other Party's records under Article
                  V.

         (c)      The terms and performance of, any breach under, or any Dispute
                  (as defined in Section 8.6) regarding this Agreement.

         (d)      The Parties' conduct,  decisions,  documents, and negotiations
                  as part of, and the status of, any  proceedings to resolve any
                  Dispute.

         (e)      Any other  information,  including  the POS  Software  and the
                  Credit Software and the information used in the development or
                  implementation  of the POS Software  and the Client  Software,
                  whether in a tangible  medium or oral and whether  proprietary
                  to  the  other  Party  or  not,  that  is  marked  or  clearly
                  identified by the other Party as confidential or proprietary.

         A Party may not use any of the other Party's  Confidential  Information
         other than as  required  to perform its  obligations  or  exercise  its
         rights  and  remedies,  including  as  part  of the  resolution  of any
         Dispute, under this Agreement.

         7.2 Excluded Information.  A Party has no obligation under this Article
         VII  regarding  any  information,   including  information  that  would
         otherwise  be  Confidential   Information,   to  the  extent  that  the
         information:

         (a)      is or becomes publicly  available or available in the industry
                  other than as a result of any breach of this  Agreement or any
                  other duty of that Party; or

         (b)      is or becomes  available to that Party from a source that,  to
                  that  Party's  knowledge,  is lawfully in  possession  of that
                  information  and is not subject to a duty of  confidentiality,
                  whether to the other Party or another person, violated by that
                  disclosure.

         7.3 Standard of Care.  Each Party shall use at least the same degree of
         care in maintaining the  confidentiality and restricting the use of the
         other Party's Confidential  Information as that Party uses with respect
         to its own  proprietary or  confidential  information,  and in no event
         less than reasonable care.

         7.4   Permitted   Disclosures.   A  Party  may  disclose   Confidential
         Information  to  its  officers,  directors,  agents,  or  employees  as
         necessary  to give effect to this  Agreement.  Each Party shall  inform
         each  of  those  persons  to  whom  any  Confidential   Information  is
         communicated of the obligations  regarding that information  under this
         Article  VII and impose on that  person the  obligation  to comply with
         this Article VII regarding  the  Confidential  Information.  Each Party
         shall be responsible for any breach of that Party's  obligations  under
         this Article VII by its officers, directors, agents, or employees.
<PAGE>

         7.5  Required   Disclosures.   Each  Party  may  disclose  Confidential
         Information in response to a request for disclosure by a court or other
         governmental   authority,   including  a  subpoena,   court  order,  or
         audit-related request by a taxing authority, if that Party:

         (a)      promptly  Notifies  the  other  Party  of the  terms  and  the
                  circumstances of that request;

         (b)      cooperates with the other Party's reasonable  instructions (if
                  any) to resist or narrow that request;

         (c)      furnishes only  information  that,  according to advice of its
                  legal  counsel,  that Party is legally  compelled to disclose;
                  and

         (d)      uses  commercially  reasonable  efforts  to obtain an order or
                  other reliable  assurance that confidential  treatment will be
                  accorded the information disclosed.

         A Party need not comply with these  conditions to disclosure,  however,
         to the extent that the request or order of the  governmental  authority
         in  effect  prohibits  that  compliance.  A  Party  may  also  disclose
         Confidential Information without complying with these conditions to the
         extent  that the Party is  otherwise  legally  obligated  to do so (for
         example, to comply with applicable  securities and/or banking laws), as
         confirmed by advice of counsel.

         7.6  Title to  Information.  The  Confidential  Information  of a Party
         disclosed  by it to the other Party under this  Agreement  shall remain
         the property of the disclosing Party;  nothing in this Agreement grants
         or conveys to the other  Party any  ownership  rights in, or (except as
         expressly  stated in this Agreement)  rights to use or license,  any of
         that Confidential Information.

         7.7  Survival;  Return.  The  obligations  under this Article VII shall
         continue on and after the expiration or termination of this  Agreement.
         Upon request of the  disclosing  Party upon or after the  expiration or
         termination  of this  Agreement,  the other Party  shall  return or, if
         requested by the disclosing Party, destroy the Confidential Information
         of the  disclosing  Party  that  it  holds.  The  requested  return  or
         destruction   shall  include   removal  or  deletion  of   Confidential
         Information from all data bases and magnetic media of the other Party.
<PAGE>

ARTICLE VIII-- INDEMNIFICATION AND REMEDIES

8.1      Indemnification  by GNB.  GNB  shall  indemnify  Ace and its  officers,
         directors,   agents,  attorneys  and  affiliates  (collectively,   "Ace
         Indemnified  Persons")  against,  and hold Ace and the Ace  Indemnified
         Persons harmless from, the following:

         (a)      * of all losses, claims,  obligations,  demands,  assessments,
                  penalties, liabilities, costs (including reasonable attorneys'
                  fees and expenses) and damages asserted against Ace or any Ace
                  Indemnified  Person or incurred by Ace or any Ace  Indemnified
                  Person  (collectively,  "Ace Losses") by reason of,  resulting
                  from, or relating to any Third-Party  Claims (as defined below
                  in  this  Section  8.1)  asserted   against  Ace  or  any  Ace
                  Indemnified Person, except any Third-Party Claims described in
                  Section 8.1(b) or Section 8.1(c).

         (b)      All Ace Losses by reason of,  resulting  from,  or relating to
                  any  Third-Party  Claims  asserted  against  Ace  or  any  Ace
                  Indemnified Person based on any Infringement (as defined below
                  in this Section 8.1) or alleged Infringement by any of the GNB
                  Marks or the Credit Software.

         (c)      All Ace Losses by reason of,  resulting  from,  or relating to
                  any  Third-Party  Claims  asserted  against  Ace  or  any  Ace
                  Indemnified  Person in which, or in connection with which, GNB
                  or any GNB  Indemnified  Person (as  defined  in Section  8.2)
                  admits or  acknowledges,  or any  court or other  governmental
                  authority or arbitrator  finds or otherwise  determines,  that
                  GNB or any GNB  Indemnified  Person has  committed  (by act or
                  omission) any willful misconduct.

         GNB shall not be  obligated  to  indemnify  Ace or any Ace  Indemnified
         Person,  or hold Ace or any Ace  Indemnified  Person harmless from, any
         Ace Losses by reason of, resulting from, or relating to any Third-Party
         Claims (i) based on any Infringement or alleged  Infringement by any of
         the Ace Marks or the POS Software,  or (ii) in which,  or in connection
         with which,  Ace or any Ace Indemnified  Person admits or acknowledges,
         or any court or other  governmental  authority or  arbitrator  finds or
         determines,  that Ace or any Ace  Indemnified  Person has committed (by
         act or omission) any willful  misconduct.  A "Third-Party Claim" is any
         claim of  liability  asserted  against a Party by any person other than
         Ace or any Ace Indemnified  Person or GNB or any GNB Indemnified Person
         arising out of a Bank Loan or the services or products  provided  under
         this Agreement by either Party.  "Infringement"  means any infringement
         of any copyright established in, infringement of any patent duly issued
         in, or  misappropriation  of any trade  secret  protected in the United
         States of America.


---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

8.2      Indemnification  by Ace.  Ace  shall  indemnify  GNB and its  officers,
         directors,   agents,  attorneys  and  affiliates  (collectively,   "GNB
         Indemnified  Persons")  against,  and hold GNB and the GNB  Indemnified
         Persons harmless from, the following:

         (a)      * of all losses, claims,  obligations,  demands,  assessments,
                  penalties, liabilities, costs (including reasonable attorneys'
                  fees and expenses) and damages asserted against GNB or any GNB
                  Indemnified  Person or incurred by GNB or any GNB  Indemnified
                  Person  (collectively,  "GNB Losses") by reason of,  resulting
                  from, or relating to any Third-Party  Claims asserted  against
                  GNB or any GNB  Indemnified  Person,  except  any  Third-Party
                  Claims described in Section 8.2(b) or Section 8.2(c).

         (b)      All GNB Losses by reason of,  resulting  from,  or relating to
                  any  Third-Party  Claims  asserted  against  GNB  or  any  GNB
                  Indemnified  Person  based  on  any  Infringement  or  alleged
                  Infringement by any of the Ace Marks or the POS Software.

         (c)      All GNB Losses by reason of,  resulting  from,  or relating to
                  any  Third-Party  Claims in which or in connection with which,
                  Ace or any Ace Indemnified  Person admits or acknowledges,  or
                  any court or  governmental  authority or  arbitrator  finds or
                  otherwise  determines,  that Ace or any Ace Indemnified Person
                  has committed (by act or omission) any willful misconduct.

         Ace shall not be obligated to indemnify or hold harmless GNB or any GNB
         Indemnified  Person  regarding  any GNB Losses by reason of,  resulting
         from,  or  relating  to  any  Third-Party   Claims  (i)  based  on  any
         Infringement  or  alleged  Infringement  by any of the GNB Marks or the
         Credit Software, or (ii) in which, or connection with which, GNB or any
         GNB Indemnified  Person admits or  acknowledges,  or any court or other
         governmental  authority or  arbitrator  finds or otherwise  determines,
         that  GNB or any  GNB  Indemnified  Person  has  committed  (by  act or
         omission) any willful misconduct.

8.3      Defense of Certain  Third-Party  Claims. Each Party shall promptly give
         Notice to the other Party of any Third-Party Claim asserted against the
         notifying  Party  (though the failure to give any such Notice shall not
         affect any rights or  remedies  of the  Parties or any GNB  Indemnified
         Person or any Ace  Indemnified  Person  except to the extent  that such
         failure impairs or prejudices the defense of the Third-Party Claim). If
         a  Third-Party   Claim  is  asserted  against  either  Party,  any  GNB
         Indemnified  Person,  or any Ace  Indemnified  Person  and GNB does not
         acknowledge  or admit  any  indemnification  obligation  under  Section
         8.1(b) or Section 8.1(c), then:





---------------
*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.

<PAGE>

         (a)      Ace shall be  entitled  to assume and  conduct the defense and
                  settlement of that Third-Party  Claim,  with counsel chosen by
                  Ace, though no such settlement  shall be binding on GNB or any
                  GNB Indemnified Person without its written consent,  which may
                  not be unreasonably withheld or delayed;

         (b)      subject to Section  8.3(c),  Ace shall treat that  Third-Party
                  Claim as subject to Sections 8.1(a) and 8.2(a); and

         (c)      if it is  subsequently  determined in accordance  with Section
                  8.6 or by the Parties' agreement that the Third-Party Claim is
                  subject to Sections 8.1(b), Section 8.1(c), Section 8.2(b), or
                  Section 8.2(c)  (rather than Sections  8.1(a) and 8.2(a)) then
                  the  responsibility  for Ace  Losses or GNB  Losses,  or both,
                  shall be allocated in accordance with the applicable provision
                  or provisions of Sections 8.1 and 8.2.

         Nevertheless,   if  Ace  acknowledges  or  admits  its  indemnification
         obligation under Section 8.2(b) or Section 8.2(c),  Ace need not comply
         with  Section  8.3(b) and need not obtain the consent of GNB or any GNB
         Indemnified Person to any settlement.

8.4      Force Majeure.

         (a)      Neither Party shall be in breach or default of its obligations
                  under this  Agreement  to the extent  that delay or failure in
                  its  performance  is  caused  by an act of God,  fire,  flood,
                  severe  weather  conditions,  utilities or  telecommunications
                  failures,     materials     shortage,     unavailability    of
                  transportation,  government  ordinance,  laws,  regulations or
                  restrictions,  events  of war or civil  disorder  or any other
                  cause beyond the  reasonable  control of that Party.  However,
                  nothing in this  Section 8.4 shall  relieve any Party from its
                  obligations to make payments to the other Party as provided in
                  this Agreement.

         (b)      If a Party  anticipates  any excusable  delay or failure under
                  Section  8.4(a),  it shall promptly  Notify the other Party of
                  the anticipated  delay or failure,  the anticipated  effect of
                  that delay or failure and any actions that are being or are to
                  be taken to  alleviate  or overcome  the cause of the delay or
                  failure.

         (c)      If a Party is claiming  an  excusable  delay or failure  under
                  Section 8.4(a), it shall use commercially  reasonable  efforts
                  to  alleviate or overcome the cause of the delay or failure as
                  soon as possible.

         (d)      If a Party is unable to perform due to an  excusable  delay or
                  failure  under  Section  8.4(a),  and such  delay  or  failure
                  continues  for  more  than  72  hours,  then  the  exclusivity
                  restrictions  of Section 1.6 binding on the Party  entitled to
                  performance   shall  be   suspended   until  the  Party  whose
                  performance   is  impaired   can  again   fully   perform  its
                  obligations.
<PAGE>

8.5      Insurance.  The  Parties  shall  make  good  faith  efforts  to  obtain
         insurance  against  loss for acts or omissions to act by the Parties as
         provided  for in this  Agreement.  To the extent the  Parties  mutually
         determine that insurance  covering  Third-Party  Claims is available on
         commercially  reasonable terms (including  premium costs),  the Parties
         will obtain and maintain such insurance  coverage  during the Term. The
         amount of the insurance coverage will be as mutually  determined by the
         Parties. The premium costs for that insurance policy shall be paid * by
         Ace and * by GNB.  The Parties  shall be  designated  loss payees under
         that   insurance   policy   in   accordance   with   their   respective
         responsibility regarding Third-Party Claims under this Article VIII.

8.6      Arbitration.  Any  dispute,  controversy  or  claim  arising  out of or
         relating  to  this   Agreement,   or  the  breach  or  validity  hereof
         ("Dispute"),  shall be  settled  by final and  binding  arbitration  in
         accordance with the Rules for Commercial  Arbitration  (the "Rules") of
         the American  Arbitration  Association ("AAA") in effect as of the date
         of the Dispute and in accordance with the following subsections of this
         Section 8.6. (In the event of any  inconsistency  between the Rules and
         the  arbitration  provisions  of this  Section  8.6,  the latter  shall
         control.)

         (a)      The  arbitration  shall be conducted by a sole  arbitrator who
                  has  experience in or is otherwise  familiar with the kinds of
                  business to which this  Agreement  relates and is not, and has
                  not been, an affiliate or a family member of either Party.  In
                  the event an arbitrator who has such experience or familiarity
                  cannot be found,  then the Parties shall appoint an arbitrator
                  who is mutually satisfactory to them. Such arbitrator shall be
                  appointed by the Parties within 15 days from the filing of the
                  Demand and  Submission  in  accordance  with  Section 7 of the
                  Rules.  If the  Parties  fail to agree upon a sole  arbitrator
                  within such 15-day period and fail to agree to an extension of
                  such  period,  the  arbitration  shall be  conducted by a sole
                  arbitrator  appointed by the AAA in accordance with Section 14
                  of the Rules. The arbitrator  appointed shall be knowledgeable
                  in the subject matter of the Dispute.

         (b)      The place of arbitration  shall be Phoenix,  Arizona,  and the
                  final decision or award of the  arbitrator  shall be issued at
                  the place of arbitration.  The arbitrator may,  however,  call
                  and conduct  hearings and meetings at such other places as (i)
                  the Parties  hereby may agree or (ii) the  arbitrator  may, on
                  the motion of a Party,  determine  to be  necessary  to obtain
                  significant testimony or evidence.

         (c)      The arbitrator  shall have the power to authorize all forms of
                  discovery (including depositions,  interrogations and document
                  production)  on a  showing  of  particularized  need  that the
                  requested discovery (i) is likely to lead to material evidence
                  needed to resolve the controversy and (ii) is not excessive in
                  scope, timing, or cost.

---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

         (d)      The  arbitrator  shall  not have the power to (i) rule upon or
                  grant any extension, renewal or continuance of this Agreement,
                  (ii) award damages or other remedies  expressly  prohibited by
                  this  Agreement,  or (iii)  grant  interim  injunctive  relief
                  before  rendering the final  decision or award.  Nevertheless,
                  either of the  Parties may apply for and obtain  temporary  or
                  provisional   injunctive   relief   from  any   court   having
                  jurisdiction  over one or both of the Parties or their  assets
                  regarding  any  violation  or alleged  violation  by the other
                  Party of its obligations under this Agreement.

         (e)      The final decision or award of the arbitrator shall be made as
                  soon as reasonably  practicable  after the  appointment of the
                  arbitrator  under  Section  8.6(a).  Such a final  decision or
                  award may include (i) recovery of actual damages for violation
                  of any obligations under this Agreement or of governing law or
                  (ii) injunctive relief against threatened or actual violations
                  of any obligations under this Agreement or of governing law.

         (f)      The final decision or award of the  arbitrator  shall be final
                  and  binding  on the  Parties,  and  judgment  upon such final
                  decision  or  award  may  be  entered  in  any  court   having
                  jurisdiction  over one or both of the Parties or their assets.
                  The  Parties  specifically  waive any  right  they may have to
                  apply to any  court for  relief  from the  provisions  of this
                  Agreement or from any decision of the  arbitrator  made before
                  the final decision or award of the arbitrator.

         (g)      Subject to the final decision or award of the arbitrator, each
                  of the Parties shall bear an equal portion of the arbitrator's
                  fees  and  expenses,  and  each  shall  bear  all of  its  own
                  expenses.  The arbitrator  shall have the power,  however,  to
                  award recovery of all fees and expenses (including  attorneys'
                  fees,  administrative fees, arbitrator's fees and court costs)
                  to the prevailing Party in the arbitration.

8.7      Equitable  Relief.  To  the  extent  that  monetary  relief  is  not  a
         sufficient remedy for any breach of this Agreement,  or upon any breach
         or  impending  breach of Articles VI or VII,  the  non-breaching  Party
         shall be entitled to  injunctive  relief as a remedy for that breach or
         impending  breach by the other Party, in addition to any other remedies
         granted to the non-breaching  Party in this Agreement.  That injunctive
         relief shall be sought through  arbitration in accordance  with Section
         8.6, except as permitted by Section 8.6(d).

8.8      Waiver of Remedies.  No  forbearance,  delay,  or  indulgence by either
         Party in  enforcing  this  Agreement  shall  prejudice  the  rights  or
         remedies  of that  Party.  No waiver of a  Party's  rights or  remedies
         regarding a particular breach of this Agreement constitutes a waiver of
         those  rights or remedies,  or any other rights or remedies,  regarding
         any other or any subsequent breach of this Agreement.
<PAGE>

8.9      Survival. The rights, remedies, and obligations under this Article VIII
         shall  continue  on and after the  expiration  or  termination  of this
         Agreement.

8.10     Certain  Damages.  Under no circumstance  shall a Party be liable under
         this  Agreement  for  any  punitive  or  exemplary   damages   (however
         described) or for any  consequential,  indirect,  special or incidental
         damages (however  described),  even if a possibility  those damages was
         disclosed  or otherwise  known to that Party.  A Party may not claim or
         receive as damages in any claim or  proceeding  against the other Party
         alleging  that other  Party's  breach or default of this  Agreement any
         amounts  paid or  incurred  by the  claiming  Party in  fulfilling  its
         indemnification  obligations in connection with  Third-Party  Claims in
         accordance with Sections 8.1 through 8.3.

8.11     Interest on Past Due Amounts. All amounts due under this Agreement, but
         remaining unpaid for 30 days after Notice of non-payment (if so elected
         by the Party  entitled to the  payment),  shall bear interest at a rate
         per annum equal to the prime rate set forth in the Money Rates  section
         of The Wall Street  Journal plus two percent  (2%) until those  amounts
         are paid in full.

ARTICLE IX-- PREEMPTIVE AND REFUSAL RIGHTS

9.1      Preemptive  and Refusal  Rights  Agreement.  Contemporaneous  with this
         Agreement,  the  Parties and  Electronic  Paycheck,  LLC, a  California
         limited  liability  that is a subsidiary  of GNB,  are entering  into a
         Preemptive  and Refusal  Rights  Agreement,  which is Exhibit F to this
         Agreement.

ARTICLE X-- SERVICE LEVEL AGREEMENT

10.1     Service  Level  Agreement.  Contemporaneous  with this  Agreement,  the
         Parties are entering into a Service Level Agreement, which is Exhibit G
         to this Agreement.


ARTICLE XI-- MISCELLANEOUS

11.1     Parties' Relationship.  The Parties are independent, and this Agreement
         does not create or evidence a partnership or joint venture  between the
         Parties.  Each  Party  is  solely  responsible  for its own  employees,
         including  the  compensation  and the  actions  or  omissions  of those
         employees,  and neither  Party has any  authority  with  respect to the
         other Party's employees.

11.2     Governing Law. California law governs this Agreement and the rights and
         obligations of the Parties under this Agreement, including the validity
         or  enforcement  and  the  construction  or   interpretation   of  this
         Agreement.

11.3     Notices. Each notice, request, demand, and other communication from one
         Party  to the  other  under  this  Agreement  must  be in  writing  and
         delivered in person or by courier or sent by certified mail,  overnight
         mail, or facsimile,  in any case prepaid by the  notifying  Party,  and
         must be addressed as follows:
<PAGE>

                                   If to Ace:
                                    Ace Cash Express, Inc.
                                    1231 Greenway Drive
                                    Suite 800
                                    Irving, Texas 75038
                                    Facsimile: (972) 582-1430
                                    Attention: Jay B. Shipowitz,
                                    Chief Financial Officer

                                   If to GNB:
                                    Goleta National Bank
                                    5827 Hollister Avenue
                                    Goleta, California 93117
                                    Facsimile: (805) 683-2082
                                    Attention: Llewellyn W. Stone,
                                    President and Chief  Executive Officer

         A Party may change its  address  for this  purpose by giving  Notice of
         that change to the other Party in  accordance  with this Section  11.3.
         Each Notice  delivered  or sent as provided  above in this Section 11.3
         will be deemed  given,  received,  and  effective on the date of actual
         receipt (or refusal) by the addressee.

11.4     Assignment.  This Agreement shall be binding on each of the Parties and
         their respective  permitted  successors and permitted assigns.  Neither
         Party may assign its rights or obligations under this Agreement without
         the prior written consent of the other Party, except that:

         (a)      the  consent  of the  other  Party  may  not  be  unreasonably
                  withheld or delayed if the proposed  assignment is to a person
                  that  is  capable  of   performing   the   assigning   Party's
                  obligations under this Agreement, and

         (b)      this  restriction  on  assignment  will not apply to a merger,
                  consolidation, or share exchange by a Party or the transfer of
                  the  capital  stock of a Party  unless that  transaction  will
                  render that Party  incapable  of  performing  its  obligations
                  under this Agreement.

         Nothing in this Section 11.4 or otherwise in this  Agreement  prohibits
         the  assignment  of a Party's  right to receive  amounts due under this
         Agreement  or Ace's grant of a security  interest or lien in its rights
         under this Agreement to its secured creditors. Any purported assignment
         in violation of this Section 11.4 is void and ineffective.
<PAGE>

11.5     Interpretation and Certain Definitions. This Agreement is the result of
         the Parties' negotiations,  and no provision of this Agreement is to be
         construed for or against either Party because of the authorship of that
         provision. In the interpretation of this Agreement, except as otherwise
         stated or the context otherwise requires:

         (a)      "business day" means any Monday through Friday,  excluding any
                  such day on which national banks are authorized to be closed;

         (b)      "person" means an individual or natural person; a corporation,
                  partnership, limited liability company, trust, association, or
                  other  entity  of  any  kind;  or  a  government,   court,  or
                  governmental agency or authority;

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


         (d)      "Article"  refers  to  an  Article  of  this  Agreement, and
                  "Section" refers to a Section of this Agreement;

         (e)      "affiliate" means a person that directly or indirectly through
                  one or more intermediaries  controls,  is controlled by, or is
                  under common control with another person (and for this purpose
                  "control" and correlative  terms means the power to direct the
                  management and affairs of a person);

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

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

         (h)      each Exhibit is an integral part of this Agreement.

11.6     Severability.  If any part of this Agreement is or becomes invalid,  it
         is or will be severed from the rest of this  Agreement  and the rest of
         this  Agreement  remains  or will  remain  in effect so long as (i) the
         continued  effectiveness  of the rest of this Agreement will not impose
         or result in any substantial economic detriment to either Party or (ii)
         the  Parties  amend this  Agreement  as  necessary  to  preserve  their
         underlying economic or financial arrangements.

11.7     Integration;  Amendment. This Agreement, together with its Exhibits, is
         the entire agreement between the Parties relating to the subject matter
         of this Agreement and supersedes all prior agreements or understandings
         regarding  that  subject  matter.  This  Agreement  may be  amended  or
         modified only by a writing signed by the Parties.
<PAGE>

11.8     Counterpart  Signatures.  This Agreement may be signed in counterparts,
         with the same effect as if both Parties had signed the same paper;  all
         counterparts  are to be  construed  together  to be one,  and the same,
         document.

                                   SIGNATURES:

                            ACE CASH EXPRESS, INC.



                            By:       /s/ Jay B. Shipowitz
                                     -------------------------------------------

                            Name:    Jay B. Shipowitz
                            Title:   Senior Vice President and
                                     Chief Financial Officer


                            GOLETA NATIONAL BANK



                            By:       /s/ Llewellyn W. Stone
                                     -------------------------------------------

                            Name:    Llewellyn W. Stone
                            Title:   President and Chief Executive Officer



EXHIBIT A -- Credit Criteria
EXHIBIT B -- Collection Servicing Agreement
EXHIBIT C -- GNB marks and Ace marks
EXHIBIT D -- Master Loan  Participation  Agreement
EXHIBIT E -- Schedule of Interest and Fees
EXHIBIT F --  Preemptive  and Refusal Rights Agreement
EXHIBIT G -- Service Level Agreement


<PAGE>


                                    EXHIBIT A

                                 CREDIT CRITERIA

*




























---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


<PAGE>



                                    EXHIBIT B

                         COLLECTION SERVICING AGREEMENT

                  This COLLECTION SERVICING AGREEMENT ("Agreement"), dated as of
August 11, 1999, is between Goleta National Bank, a national banking association
(the "Lender"), and Ace Cash Express, Inc., a Texas corporation (in its capacity
as Servicer, the "Servicer").

                  WHEREAS, pursuant to the Master Loan Agency Agreement dated as
of August11, 1999 (the "Master Agreement") the Lender has agreed to make certain
short-term  loans  ("Loans") to borrowers  who satisfy the "Credit  Criteria" as
that term is defined in the Master Agreement; and

                  WHEREAS, the Servicer is willing to service the Loans pursuant
to the terms hereof.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section  1.1  Usage  of  Terms.  With  respect  to all  terms  in  this
Agreement,  the singular includes the plural and the plural the singular;  words
importing any gender include the other gender;  references to "writing"  include
printing,  typing, lithography and other means of reproducing words in a visible
form;  references to agreements and other  contractual  instruments  include all
amendments, modifications and supplements thereto or any changes therein entered
into in  accordance  with  their  respective  terms and not  prohibited  by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "including" means "including without limitation."

         Section  1.2  References.  All  section  references,  unless  otherwise
indicated, shall be to Sections in this Agreement.

         Section  1.3  Terms.  The  defined  terms used  herein  are  defined on
Schedule B.

                                   ARTICLE II

                               SERVICING OF LOANS

         Section  2.1  Appointment  and  Acceptance;   Responsibility  for  Loan
Servicing.  Ace Cash Express,  Inc. is hereby appointed as Servicer  pursuant to
this Agreement.  Ace Cash Express,  Inc.  accepts such appointment and agrees to
act as the Servicer pursuant to this Agreement.  The Servicer shall be obligated
to perform such duties and only such duties as are specifically set out in this

<PAGE>



Agreement and in the Master  Agreement,  and no implied duties or obligations on
the part of the Servicer shall be read into this Agreement. This Agreement shall
expire or terminate on the 90th day following the  expiration or  termination of
the Master Agreement.  Servicer hereby waives any fee or payment from Lender for
its services under this Agreement.

         (a)  The  Servicer  will  have  the  obligation  to  service  and  make
collections on the Loans.  The Lender,  at the written  request of the Servicer,
will  provide  the  Servicer  with any  powers of  attorney  or other  documents
necessary or appropriate,  as mutually agreed to by the Servicer and the Lender,
to enable the Servicer to carry out its servicing duties hereunder.

         Section 2.2 General  Duties.  The Servicer will service and enforce the
Loans subject to the provisions of this Agreement. The Servicer will perform the
specific  duties set forth in  Schedule A (as may be amended  and in effect from
time to time) and such other duties  described in this Agreement  (collectively,
the "Loan Services"). The Servicer will service and collect amounts owing on the
Loans with  reasonable  care,  using that degree of skill and attention that the
Servicer  exercises  with respect to comparable  assets that it services for its
own account.  The Servicer will,  subject to the  provisions of this  Agreement,
follow its customary standards, policies, and procedures in connection with such
servicing and collection.  The Servicer shall commence or participate in a legal
proceeding  (including a bankruptcy  proceeding) relating to or involving a Loan
(a "Loan Legal  Proceeding")  promptly  following any default in payment on such
Loan,  subject to the reasonable consent and approval of Lender. If the Servicer
commences or  participates  in a Loan Legal  Proceeding in accordance  with this
Section 2.2, the Servicer is authorized and empowered by the Lender, pursuant to
this Section  2.2, to execute and  deliver,  on behalf of itself and the Lender,
any and all  instruments of  satisfaction  or  cancellation,  or partial or full
release  or  discharge,  and all other  notices,  demands,  claims,  complaints,
responses,  affidavit or other document or  instruments  in connection  with any
such proceedings.  If the Servicer is legally prohibited from commencing a legal
proceeding  to  enforce a  defaulted  Loan,  then the  Servicer  will  retain an
attorney qualified to take legal action in the appropriate court.

         Section  2.3  Collection  Efforts.  The  Servicer  will use  reasonable
efforts to collect all payments called for under the terms and provisions of the
Loans as and when  the  same  become  due,  and  will  follow  those  collection
procedures  which it follows  with  respect  to all  comparable  assets  that it
services for its own account, subject to any reasonable direction of the Lender.
The Servicer shall not, subject to Section 2.4, consent to amend,  waive, modify
or otherwise vary any provision of a Loan.

         Section 2.4 Modification of LoansSection Modification of Loans. The
Servicer  shall notify the Lender upon  receipt of any request to amend,  waive,
modify,  extend or otherwise vary the terms of a Loan, and follow the reasonable
instructions  of the Lender with  respect to any such request or with respect to
any other matter which requires the consent of the Lender.
<PAGE>

         Section 2.5 Notice of DefaultSection Notice of Default. The Servicer
and the Lender  shall  follow  such  procedures  as they may agree to  implement
regarding any notice of the  occurrence of any default under any Loan,  provided
such procedures shall provide, at a minimum,  for periodic reporting of Loans in
default.  Each party shall maintain its own system for monitoring such defaults.
Each party shall, in addition to periodic  reporting,  on the reasonable request
of the other party, provide summary information regarding the Loans such party's
records indicate are in default. In the event that the Servicer becomes aware of
a failure by an Obligor to make a payment on a Loan when due, the Servicer shall
follow the agreed upon procedures and, if required  thereby,  promptly  commence
activities as required  pursuant to Section 2.2 and 2.3 hereof  without the need
for any additional notice or instructions related thereto from Lender.

                                   ARTICLE III

                             COOPERATION OF SERVICER

         Section 3.1 Servicer to Cooperate with Lender.  The Servicer  shall, at
the request of the Lender,  provide the Lender with such information and reports
relating  to the Loans as the Lender may  reasonably  require for the proper and
efficient  performance by the Lender of its obligations under this Agreement and
the Master  Agreement;  provided  that the  Servicer  shall not be  required  to
provide such  information if to do so would be contrary to any applicable law or
regulation.

                                   ARTICLE IV

                           DELEGATION BY THE SERVICER

         Section 4.1  General.  The  Servicer  may not,  other than as expressly
provided in Section 4.2, subcontract or delegate the provision or performance of
the Loan Services.

         Section 4.2  Appointment  of Delegates.  The Servicer (the  "Delegating
Party") may, with the consent of the Lender (not to be unreasonably  withheld or
delayed), enter into agreements with one or more other agents or representatives
(including any Affiliate of the Delegating Party) to perform all or a portion of
the Loan Services,  provided that the Servicer shall remain liable to the Lender
for  acts  or  omissions  to act  of  any  subcontractor,  delegatee,  agent  or
representative.  All actions of such agent or  representative  taken pursuant to
such a delegation  agreement will be taken as an agent of the  Delegating  Party
with the same force and effect as though performed by the Delegating Party.

         Section 4.3 Notice of Appointment. The Delegating Party shall, prior to
the appointment of the agent or representative  pursuant to Section 4.2, provide
written notice to the parties hereto of such appointment.

         Section 4.4 Enforcement of Rights by Delegating  Party . The Lender may
require the Delegating  Party to enforce any right which such  Delegating  Party
may have against  such agent or  representative  arising  from the  provision or
performance of such delegated duties by such agent or representative.
<PAGE>

         Section 4.5 Further Assurancee.  The Lender will furnish the Delegating
Party, and the Delegating Party will furnish any agents or representatives, with
any powers of attorney and other  documents  necessary or  appropriate to enable
the Delegating Party or such agent or  representative,  as applicable,  to carry
out the Loan  Services  under  this  Agreement,  as  mutually  agreed  to by the
Servicer and the Lender.

                                    ARTICLE V

                                   COLLECTIONS

         Section 5.1 Collection of Money. Except as otherwise expressly provided
in the Master Agreement,  (i) the Servicer,  on behalf of the Lender, may demand
payment or delivery  of, and shall  receive and  collect,  directly  and without
intervention or assistance of any fiscal agent or other intermediary,  all money
and other  property  payable on any Loan,  and (ii) all moneys  received  by the
Servicer  shall be held in trust for the  benefit of the Lender.  The  Servicer,
acting on behalf of the  Lender,  shall  apply all such money as provided in the
Master Agreement.

         Section 5.2 Establishment of Accounts. The Servicer shall establish and
maintain such accounts and  sub-accounts as described in, and in accordance with
the terms of, the Master Agreement on behalf of the parties specified therein.

                                   ARTICLE VI

                        ARTICLE LIMITATION ON LIABILITY

         Section  6.1  Consequential  Damages.  Notwithstanding  anything to the
contrary set forth herein: (i) the Servicer shall not have any obligations under
this Agreement other than those  specifically  set forth herein,  and no implied
obligations  shall be read into this  Agreement;  and (ii) in no event shall the
Servicer be liable under or in  connection  with this  Agreement  for  indirect,
special, or consequential losses or damages of any kind, including lost profits,
even if advised of the possibility  thereof and regardless of the form of action
by which such losses or damages may be claimed.

         Section 6.2 Limitation on Liabilities.  Neither the Servicer nor any of
its  directors,  officers,  agents or  employees  shall be liable for any action
taken or omitted to be taken in good faith by it or them under or in  connection
with  this  Agreement,  except  for  its or  their  own  negligence  or  willful
misconduct and except as provided in Section 4.2 hereof.

                      Notwithstanding anything to the contrary set forth herein,
in no event shall the  Servicer be liable for payment from its own funds for (i)
any  taxes on or by  reference  to any  Loans or  payments  thereon  or (ii) any
alleged  duty to make  advances  or (iii)  except  as set  forth  in the  Master
Agreement,  any amount  paid or to be paid by or for the  account of the Lender.
<PAGE>

                                  ARTICLE VII

                     ARTICLE REPRESENTATIONS AND WARRANTIES

(a)      The Servicer represents and warrants to the Lender that:

                  (1) such party is a Texas corporation  validly existing and in
good standing under the laws of the State of Texas;

                  (2) such party has the power and  authority to make,  execute,
deliver and  perform its  obligations  under this  Agreement,  and has taken all
necessary corporate action to authorize its execution,  delivery and performance
of this Agreement;

                  (3) this Agreement  constitutes  the legal,  valid and binding
obligation of such party,  enforceable against such party in accordance with its
terms,  except as may be  limited by  bankruptcy,  insolvency  or  similar  laws
affecting  the  enforcement  of  creditors'  rights  generally  or by  equitable
principles of general application; and

                  (4) the execution and delivery of this Agreement by such party
and its  fulfillment  of or  compliance  with the terms and  conditions  of this
Agreement does not and shall not, in any manner which would materially adversely
affect its ability to perform its obligations under this Agreement,  result in a
breach of, or constitute a default under (i) any term, condition or provision of
such party's  charter or by-laws;  (ii) the terms or  provisions of any material
indenture agreement, deed or trust, contract or other agreement or instrument to
which such  party is a party or by which such party is bound;  or (iii) any law,
rule,  regulation,  order,  judgment  or  decree  of any  court or  governmental
authority  having  jurisdiction  over such party which  materially and adversely
affects the ability of such party to perform its obligations.

(b)      The Lender represents and warrants to the Servicer that:

                  (1) such  party is a  banking  association  duly  established,
validly existing and in good standing under the laws of the United States;

                  (2) such party has the power and  authority to make,  execute,
deliver and  perform its  obligations  under this  Agreement,  and has taken all
necessary corporate action to authorize its execution,  delivery and performance
of this Agreement;

                  (3) this Agreement  constitutes  the legal,  valid and binding
obligation of such party,  enforceable against such party in accordance with its
terms,  except as may be  limited by  bankruptcy,  insolvency  or  similar  laws
affecting  the  enforcement  of  creditors'  rights  generally  or by  equitable
principles of general application; and
<PAGE>

                  (4) the execution and delivery of this Agreement by such party
and its  fulfillment  of or  compliance  with the terms and  conditions  of this
Agreement does not and shall not, in any manner which would materially adversely
affect its ability to perform its obligations under this Agreement,  result in a
breach of, or constitute a default under (i) any term, condition or provision of
such party's  charter or by-laws;  (ii) the terms or  provisions of any material
indenture,  agreement,  deed or trust, contract or other agreement or instrument
to which such  party is a party or by which  such  party is bound;  or (iii) any
law, rule,  regulation,  order,  judgment or decree of any court or governmental
authority  having  jurisdiction  over such party which  materially and adversely
affects the ability of such party to perform its obligations.

                                  ARTICLE VIII

                                    COVENANTS

         Section 8.1 Covenants of the ServicerSection Covenants of the Servicer.
The Servicer,  in addition to its duties and  obligations set forth elsewhere in
this Agreement or the Master Agreement, hereby covenants with the Lender that:

         (a) Performance of Duties and  Obligations.  It will give such time and
attention  and will  exercise  such  skill,  care  and  diligence  and  allocate
sufficient  resources  as  is  necessary  for  the  proper  performance  of  its
obligations under this Agreement in accordance with the standards imposed by and
the terms of this Agreement.

         (b) Instructions from the Lender. It will, subject to the provisions of
the  Master  Agreement,  comply  with  all  reasonable  directions,  orders  and
instructions  which the Lender may from time to time give in accordance with the
terms of this Agreement and the Master Agreement,  provided that it shall not be
obligated  to act on any such  instructions  if it believes it has not  received
sufficient  information  to enable it to act and it shall not be liable  for any
failure to act on any such instructions in such circumstances.

         (c)  Applications  and Filings.  It will prepare and submit in a timely
manner all  applications  and filings as may be necessary to enable it to comply
with its duties and obligations under this Agreement and the Master Agreement.

         (d)  Maintenance  of Records  and Files.  It will,  at its own cost and
expense, maintain all records and files required to be maintained by it pursuant
to this  Agreement  and the Master  Agreement in  accordance  with its customary
procedures.

         (e) Compliance with Law. It will comply, in all material respects, with
all material laws and regulations of any Governmental Authority applicable to it
in connection  with the  performance of its  obligations  under this  Agreement;
provided  that the  Servicer,  as the case may be, may  contest  any such law or
regulation  in any  reasonable  manner which will not  materially  and adversely
affect the value of the Loans.
<PAGE>

         (f) Use of Endorsement.  Servicer will not use the authority granted to
it to  endorse  items made  payable  to Lender for any  purpose or in any manner
other than in connection with the collection of Loans hereunder.

                                   ARTICLE IX

                                ARTICLE EXPENSES

         Section  9.1 Payment of Certain  Expenses  of  Servicer. The  Servicer
shall be  responsible  for  payment  of all  normal and  customary  expenses  of
collection, but shall be reimbursed for any extraordinary expenses relating to a
Loan Legal Proceeding that Lender specifically requests be undertaken to collect
a Loan.

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1 Amendment. This Agreement may be amended from time to time
by the  Servicer and the Lender for the purpose of adding any  provisions  to or
changing in any manner or eliminating  any of the provisions of this  Agreement,
provided  such  amendment  must be in writing and signed by the Servicer and the
Lender to be effective.

         Section  10.2  Governing  Law.  This  Agreement  shall be  construed in
accordance with the laws of the State of California and the obligations, rights,
and  remedies  of the  parties  under  the  Agreement  shall  be  determined  in
accordance with such laws.

         Section 10.3 Notices. All notices, demands, certificates,  requests and
communications  hereunder  ("notices")  shall be in writing  and in English  and
shall be  effective  (a) upon  receipt  when  sent  through  the  registered  or
certified mail, return receipt requested,  postage prepaid, with such receipt to
be effective the date of delivery  indicated on the return  receipt,  (b) on the
date personally  delivered or delivered by courier to the party to which sent or
(c) on the date received by legible telecopier  transmission with a confirmation
of receipt, in all cases addressed to the recipient as follows:
<PAGE>

                           (i)      If to the Servicer:

                                    Ace Cash Express, Inc.
                                    1231 Greenway Drive
                                    Suite 800
                                    Irving, Texas 75038
                                    Fax No.:(972) 582-1430
                                    Attention: Chief Financial Officer


                           (ii)     If to the Lender:

                                    Goleta National Bank
                                    5827 Hollister Avenue
                                    Goleta California 93117
                                    Fax No: (805) 683-2082
                                    Attention: Chief Executive Officer

Each party hereto may, by notice given in accordance  herewith to each the other
party  hereto,  designate any further or different  address to which  subsequent
notices shall be sent.

         Section  10.4  Severability  of  Provisions.  If  one  or  more  of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Loans; except
that the continued  effectiveness of the other provisions of this Agreement will
be  conditioned on their not imposing or resulting in any  substantial  economic
detriment  to  either  party  or on the  parties'  amending  this  Agreement  as
necessary to preserve their underlying economic or financial arrangements.

         Section 10.5 Third Party  Beneficiaries.  This Agreement shall inure to
the  benefit  of and be binding  upon the  parties  hereto and their  respective
successors  and permitted  assigns.  The parties  hereto hereby  manifest  their
intent  that no third party shall be deemed a  third-party  beneficiary  of this
Agreement, and specifically that the Obligors are not third-party  beneficiaries
of this Agreement.

         Section 10.6  Counterparts.  This  Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall together
constitute but one and the same instrument.

         Section  10.7  Headings.  The  headings  of the  various  Articles  and
Sections  herein are for  convenience  of reference only and shall not define or
limit any of the terms or provisions hereof.
<PAGE>

         Section 10.8  Incorporation  by Reference . The Lender and the Servicer
hereby  agree  that the  provisions  of  Articles  V through  VIII of the Master
Agreement,  are hereby incorporated by reference,  including the indemnification
and  arbitration  provisions set forth therein.  To the extent that the terms of
this Agreement conflict with the terms of the Master Agreement, the terms of the
Master Agreement shall control

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed by their  respective  officers as of the day and
year first above written.


                           GOLETA NATIONAL BANK, as Lender

                           By: /s/ Llewellyn W. Stone
                           -----------------------------------------------------
                           Name: Llewellyn W. Stone
                           Title: President and Chief Executive Officer


                           ACE CASH EXPRESS, INC.,
                           As Servicer


                           By:  /s/ Jay B.Shipowitz
                           -----------------------------------------------------
                           Name: Jay B. Shipowitz
                           Title: Senior  Vice  President  and
                                  Chief Financial Officer


<PAGE>


                                   SCHEDULE A

                                  LOAN SERVICES


                                I. LOAN SERVICES

         The Servicer's duties with respect to the Loans will include:

         (a) monitoring  receipt and taking  reasonable  action  consistent with
procedures developed by Servicer and Lender to facilitate payments on Loans;

         (b) if  requested  by  Lender,  notifying  the  Lender as  promptly  as
practicable  as to any  payments  due but not  received  or any  defaults by the
Obligors;

         (c)  undertaking  enforcement  procedures  with  respect to payments in
arrears in accordance with Sections 2.2 and 2.3 of this Agreement;

         (d)  providing  the  information  to the  Lender  required  under  this
Agreement; and

         (e)  performing  all such other services as are incidental to the above
services and as are from time to time agreed upon with the Lender, including the
services described in Section 1.5(i) and Section 1.5(j) of the Master Agreement.






<PAGE>


                                   SCHEDULE B

                                   DEFINITIONS

"Affiliate"  - a  Person  that  directly  or  indirectly  through  one  or  more
intermediaries  controls,  is  controlled  by, or is under  common  control with
another Person (and for this purpose  "control"and  correlative  terms means the
power to direct the management and affairs of a Person)

"Agreement" - as defined in the Recitals

"Delegating Party" - as defined in Section 4.2

"Lender"  -  as defined in the Recitals

"Loan Services" - as defined in Section 2.2

"Loan Legal Proceeding" - as defined in Section 2.2

"Loans" - as defined in the Recitals

"Master Agreement" - as defined in the Recitals

"notices" - as defined in Section 10.3

"Obligor" shall mean the individual obligated to repay a Loan

"Person" shall mean any individual,  corporation,  business trust,  association,
company,  partnership,  joint  venture,  governmental  entity or any other legal
entity

"Servicer" - as defined in the Recitals




<PAGE>


                                    EXHIBIT D

                                   MASTER LOAN
                             PARTICIPATION AGREEMENT


         This Master Loan  Participation  Agreement (the "Agreement") is made as
of the 11th day of  August,  1999,  between  Goleta  National  Bank,  a national
banking  association  (hereinafter  called "GNB") and Ace Cash Express,  Inc., a
Texas corporation (hereinafter called "Participant").

         WHEREAS,   GNB  may  hereafter  extend  credit  to  various  individual
borrowers  (hereinafter  referred to as "Obligors") whose obligations to GNB are
evidenced  by a Promissory  Note and other loan  documents  ("Loan  Documents"),
samples of which are attached hereto as Exhibit A (such extensions of credit are
hereinafter referred to collectively as "Bank Loans");

         WHEREAS, as a result of its independent review,  Participant has agreed
to  purchase  an  undivided interest  in the  Bank  Loans  upon the  terms  and
conditions of this Agreement,  which is intended to govern the purchase and sale
of an  undivided  interest  in each Bank Loan,  the  administration  of the Bank
Loans, the procedures upon default by any Obligor and other related matters; and


         WHEREAS,  Participant  desires to purchase,  and GNB desires to sell to
Participant, an * undivided percent (* %) interest in each of the Bank Loans.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  hereinafter  set forth,  GNB and  Participant  hereby
mutually agree as follows:

         1.       GNB  agrees to sell to  Participant,  from  time to time,  and
                  Participant agrees to purchase from GNB, from time to time, an
                  *  undivided  percent ( * %)  interest  in each and every Bank
                  Loan made by GNB.

         2.       The purchase price for each Bank Loan purchased by Participant
                  shall be * percent (* %) of the principal  amount of such Bank
                  Loan ("Purchase Price"). In no event shall Participant acquire
                  any  participation  in a Bank Loan  related to an overdraft or
                  funding by Lender in excess of the approved Bank Loan.

         3.       Within  five (5)  business  days after the  execution  of this
                  Agreement,  Participant  will establish an account or accounts
                  (the  "Account")  at a bank  chosen  by  Participant  for  the
                  exclusive  purpose of the  transactions  contemplated  by this
                  Agreement.

---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

         4.       The  Purchase  Price for each Bank Loan  shall be  transferred
                  from the  Account to GNB * and * percent (* %) of any  payment
                  of fees,  interest or  principal  received by GNB on such Bank
                  Loan shall be  transferred  to the Account * by GNB;  provided
                  however,  that if any instrument  representing  payment of the
                  fee, principal or interest on a Bank Loan is later dishonored,
                  rescinded or revoked, or GNB, for any reason, fails to receive
                  good  funds,  then the credit to the  Account  of  Participant
                  shall be transferred to GNB.

         5.       GNB shall be  responsible  for  administering  the Bank Loans,
                  collecting all payments  (principal,  interest,  late fees, or
                  receipts resulting from the liquidation of any collateral) and
                  disbursing to Participant its share of all amounts received.

         6.       GNB hereby  represents,  warrants and covenants  that it shall
                  exercise  that degree of ordinary care that would be exercised
                  by bankers or financiers,  in the industry, in administering a
                  Bank  Loan  in  accordance   with  the  usual   practices  and
                  procedures  employed  by GNB on  similar  loans  for  its  own
                  account taking into  consideration  the size of the Bank Loan,
                  creditworthiness  of  the  applicable  Obligor,  other  credit
                  extended  to  the   applicable   Obligor  and  other   matters
                  customarily   taken   into   account   in   underwriting   and
                  administering  similar  loans in the ordinary  course of GNB's
                  business.  GNB hereby represents,  warrants and covenants that
                  it shall use reasonable  efforts,  consistent with the efforts
                  GNB utilizes in connection with loans for its own account,  to
                  insure that the Loan  Documents are  enforceable in accordance
                  with their terms, comply with regulatory  requirements related
                  thereto,  and  provide  customary  rights and  remedies to the
                  holder thereof.

         7.       In the  event  of a  default  in  the  payment  of  principal,
                  interest or fees due on a Bank Loan by Obligor,  GNB shall not
                  be  required  to  remit   Participant's  share  thereof  until
                  collected.  GNB shall,  subject to the  standard  set forth in
                  Section 6, have  discretion  with respect to the collection of
                  any defaulted Bank Loan and may employ the services of agents,
                  including  Participant,  to  assist  it  in  these  collection
                  efforts.

         8.       Participant   shall  pay  the   "Expenses,"   related  to  the
                  collection  or  enforcement  of a  defaulted  Bank Loan unless
                  otherwise  provided  in this  Agreement  or  other  Agreements
                  between  the  parties.  The  term  "Expenses"  shall  mean all
                  reasonable out of pocket expenses incurred by GNB or any agent
                  of GNB,  which  may be  Participant,  in  connection  with the
                  collection  of a Bank  Loan  including,  but not  limited  to,
                  outside  attorneys'  fees,  and all other  costs and  expenses
                  typically   incurred  by  a  lender  in  connection  with  the
                  collection of a similar loan.

---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         9.       GNB, or a custodian  appointed  by it,  shall  retain in trust
                  physical  possession  of the  Loan  Documents  and  any  other
                  documents or instruments in its physical  possession  relating
                  to the  Bank  Loans  in  accordance  with  the  terms  of this
                  Agreement  for the  account of GNB and  Participant  as owners
                  thereof.  Any person,  firm or  corporation  may deal with GNB
                  concerning  the Bank  Loans in the same  manner as if GNB were
                  the sole  owner  thereof  and no  participation  therein  were
                  outstanding.

         10.      GNB, or its agents, shall maintain customary books and records
                  relating to the Bank Loans,  which shall be made  available to
                  Participant  or its duly  authorized  agents at all reasonable
                  times for the  purposes of  inspection,  examination  or audit
                  upon three business  days' written notice from  Participant to
                  GNB.

         11.      GNB  and   Participant   shall   share  any  losses  (but  not
                  unreimbursed Expenses) with respect to any defaulted Bank Loan
                  in  accordance  with their  respective  interests in such Bank
                  Loan  (i.e.  percent  * (* %) of such  loss  shall be borne by
                  Participant and * percent (* %) shall be borne by GNB).

         12.      Neither  this  Agreement  nor any term  hereof may be changed,
                  waived,  discharged  or  terminated  orally,  but  only  by an
                  instrument in writing signed by both of the parties.

         13.      This Agreement may be executed in several  counterparts,  each
                  of  which  shall  constitute  an  original,  but all of  which
                  together shall constitute but one instrument.

         14.      Each notice,  request,  demand, and other  communication under
                  this Agreement must be in writing and delivered in person,  or
                  by courier,  or sent by certified  mail,  overnight  mail,  or
                  confirmed  facsimile,  in any case prepaid by notifying party,
                  and must be addressed as follows:




---------------
* Confidential  treatment  has  been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>

                           If to GNB:

                           Goleta National Bank
                           5827 Hollister Avenue
                           Goleta, California 93117
                           Facsimile: (805) 683-2082
                           Attn: Mr. Llewellyn W. Stone, President and
                                 Chief Executive Officer


                           If to Participant:

                           Ace Cash Express, Inc.
                           1231 Greenway Drive, Suite 800
                           Irving, Texas 75308
                           Facsimile: (972) 582-1430
                           Attn: Mr. Jay B. Shipowitz, Chief Financial Officer

                  Notices shall be deemed to be  delivered,  given and effective
                  on the date of  delivery.  A party may change its  address for
                  this  purpose  by giving  notice  of that  change to the other
                  party  in  accordance   with  this  Section  14.  Each  notice
                  delivered  or sent as  provided  above  will be deemed  given,
                  received,  and  effective  on the date of actual  receipt  (or
                  refusal) by the addressee.

         15.      This  Agreement  shall be construed  fairly as to both parties
                  and not in favor of or against  either  party,  regardless  of
                  which party prepared this Agreement.

         16.      This   Agreement   shall  be  construed  and   interpreted  in
                  accordance  with the laws of the  State  of  California.  This
                  Agreement  shall be governed by and  construed  in  accordance
                  with  the  laws  of the  State  of  California.  Any  dispute,
                  controversy  or  claim  arising  out of or  relating  to  this
                  Agreement, or the breach or validity hereof ("Dispute"), shall
                  be settled by final and binding arbitration in accordance with
                  the Rules for  Commercial  Arbitration  (the  "Rules")  of the
                  American  Arbitration  Association ("AAA") in effect as of the
                  date of the  Dispute  and in  accordance  with  the  following
                  subsections   of  this  Section  16.  (In  the  event  of  any
                  inconsistency between the Rules and the arbitration provisions
                  of this Section 16, the latter shall control.)

                  (a)      The   arbitration   shall  be  conducted  by  a  sole
                           arbitrator  who  has  experience  in or is  otherwise
                           familiar  with the kinds of  business  to which  this
                           Agreement  relates and is not,  and has not been,  an
                           affiliate or a family member of either Party.  In the
                           event  an  arbitrator  who  has  such  experience  or
                           familiarity  cannot be found,  then the Parties shall
                           appoint an arbitrator who is mutually satisfactory to
                           them.  Such  arbitrator  shall  be  appointed  by the
                           Parties  within  fifteen (15) days from the filing of
                           the Demand and Submission in accordance  with Section
<PAGE>

                           7 of the Rules.  If the Parties  fail to agree upon a
                           sole arbitrator within such 15-day period and fail to
                           agree to an extension of such period, the arbitration
                           shall be conducted by a sole arbitrator  appointed by
                           the AAA in  accordance  with Section 14 of the Rules.
                           The arbitrator  appointed shall be  knowledgeable  in
                           the subject matter of the Dispute.

                  (b)      The place of arbitration  shall be Phoenix,  Arizona,
                           and the  final  decision  or award of the  arbitrator
                           shall be  issued  at the  place of  arbitration.  The
                           arbitrator may,  however,  call and conduct  hearings
                           and  meetings at such other places as (i) the Parties
                           hereby may agree or (ii) the  arbitrator  may, on the
                           motion  of a  Party,  determine  to be  necessary  to
                           obtain significant testimony or evidence.

                  (c)      The arbitrator  shall have the power to authorize all
                           forms   of    discovery    (including    depositions,
                           interrogations and document  production) on a showing
                           of particularized  need that the requested  discovery
                           (i) is likely to lead to material  evidence needed to
                           resolve the  controversy and (ii) is not excessive in
                           scope, timing, or cost.

                  (d)      The  arbitrator  shall not have the power to (i) rule
                           upon or grant any  extension,  renewal or continuance
                           of  this  Agreement,  (ii)  award  damages  or  other
                           remedies expressly  prohibited by this Agreement,  or
                           (iii)  grant   interim   injunctive   relief   before
                           rendering the final decision or award.  Nevertheless,
                           either  of  the  Parties  may  apply  for  an  obtain
                           temporary or provisional  injunctive  relief from any
                           court  having  jurisdiction  over  one or both of the
                           Parties or their assets  regarding  any  violation or
                           alleged   violation   by  the  other   Party  of  its
                           obligations under this Agreement.

                  (e)      The final decision or award of the  arbitrator  shall
                           be made as soon as reasonably  practicable  after the
                           appointment  of the  arbitrator  under Section 16(a).
                           Such a  final  decision  or  award  may  include  (i)
                           recovery  of  actual  damages  for  violation  of any
                           obligations  under this Agreement or of governing law
                           or  (ii)  injunctive  relief  against  threatened  or
                           actual  violations  of  any  obligations  under  this
                           Agreement or of governing law.

                  (f)      The final decision or award of the  arbitrator  shall
                           be final and  binding on the  Parties,  and  judgment
                           upon such final  decision  or award may be entered in
                           any court having jurisdiction over one or both of the
                           Parties or their  assets.  The  parties  specifically
                           waive any  right  they may have to apply to any court
                           for relief from the  provisions of this  Agreement or
                           from any decision of the  arbitrator  made before the
                           final decision or award of the arbitrator.
<PAGE>

                  (g)      Subject  to  the  final  decision  or  award  of  the
                           arbitrator,  each of the Parties  shall bear an equal
                           portion of the  arbitrator's  fees and expenses,  and
                           each  shall  bear  all  of  its  own  expenses.   The
                           arbitrator  shall have the power,  however,  to award
                           recovery   of  all  fees  and   expenses   (including
                           attorneys' fees,  administrative  fees,  arbitrator's
                           fees and court costs) to the prevailing  Party in the
                           arbitration.

         17.      If any  provision  of this  Agreement  shall be declared to be
                  unenforceable  or invalid,  the  remainder  of this  Agreement
                  shall not be affected thereby,  and each term and provision of
                  this Agreement  shall be valid and  enforceable to the fullest
                  extent permitted by law.

         18.      Time is of the essence of this  Agreement and every  provision
                  hereof in which time of performance is a factor.

         19.      Neither the  execution of this  Agreement,  the sharing of the
                  Loan  Documents,  nor any agreement to share in the Bank Loans
                  is intended to create a partnership  or joint venture  between
                  Participant and Lender.

         20.      Except  as  specifically   provided  in  Section  21  of  this
                  Agreement,  none of the  provisions  of this  Agreement  shall
                  inure to the benefit of any  Obligor or any person  other than
                  Participant and Lender.

         21.      GNB acknowledges that Participant's interest in each and every
                  Bank  Loan  made  by GNB  (i.e.,  Participant's  participation
                  interest) is subject to a first priority  security interest in
                  favor  of  Wilmington   Trust  Company,   a  Delaware  banking
                  corporation  ("Trustee"),  pursuant  to the  terms of (i) that
                  certain  Amended and Restated  Assignment of Deposit  Accounts
                  and  Security  Agreement,  dated as of July 31,  1998,  by and
                  between  Participant  and Trustee,  for the ratable benefit of
                  the beneficiaries  from time to time a party to the Collateral
                  Trust Agreement (as hereinafter  defined),  as the same may be
                  amended, modified or extended from time to time, and (ii) that
                  contain Amended and Restated Collateral Trust Agreement, dated
                  as of July 31,  1998,  by and among  Participant,  Wells Fargo
                  Bank  (Texas),   National  Association,   a  national  banking
                  association,  as Agent,  Principal Life Insurance Company,  an
                  Iowa corporation, Travelers Express Company, Inc., a Minnesota
                  corporation, and Trustee, as the same may be amended, modified
                  or  extended  from  time  to  time  (the   "Collateral   Trust
                  Agreement").  Notwithstanding  any provision of this Agreement
                  to the contrary,  any payments to be made to  Participant  (in
                  that  capacity  and not as loan  servicing  agent)  under this
                  Agreement  shall,  upon receipt of written  notice by GNB from
                  Trustee,  be paid directly to Trustee at its principal  office
                  in  Wilmington,  Delaware,  for  application  pursuant  to the
                  Collateral Trust  Agreement.  GNB is entitled to rely upon and
<PAGE>

                  is authorized and directed to follow all written  instructions
                  of Trustee  contained in any notice described in the preceding
                  sentence,  and GNB  shall  have no duty to  inquire  as to the
                  authorization  or authenticity of any such  instructions.  GNB
                  further   acknowledges  that  Participant's   rights  in  this
                  Agreement may be assigned to Trustee as additional  collateral
                  security  for the  beneficiaries  from time to time a party to
                  the Collateral Trust Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by their duly  authorized  officers as of the day and year first
above written.

                            GOLETA NATIONAL BANK


                            By:       /s/ Llewellyn W. Stone
                            ----------------------------------------------------
                            Name: Llewellyn W. Stone
                            Title    President and Chief Executive Officer



                            ACE CASH EXPRESS, INC.


                            By:       /s/ Jay B. Shipowitz
                            ----------------------------------------------------

                            Name: Jay B. Shipowitz
                            Title: Senior Vice President and
                            Chief Financial Officer

<PAGE>


                                    EXHIBIT E

                          SCHEDULE OF INTEREST AND FEES

1. Interest.  GNB will charge the borrower  interest on each Bank Loan including
each Renewal,  which  interest will be shared by GNB and Ace in accordance  with
the participation percentage of the corresponding Bank Loan as set forth in that
certain Master Loan Participation Agreement by and between GNB and Ace.

2.  Loan  Participation  Processing  Fee.  GNB  will  charge  Ace  (and  not the
borrower),  and Ace will pay to GNB,  a Loan  Participation  Processing  Fee for
processing the out  participation  of each Bank Loan (including each Renewal) to
Ace equal to the sum of (a) * (*) of all  interest  charged to the  borrower  on
each Bank Loan  (including  each Renewal) plus (b)*(*).  The Loan  Participation
Processing  Fee will be charged by GNB and paid by Ace at the time  interest  is
actually paid by the borrower on each Bank Loan (including each Renewal).

3. Card Fee. GNB will charge Ace and Ace will pay to GNB, not later than 60 days
from the date of delivery of the Card to the Ace  Location,  * (*) for each Card
so delivered.

4. ATM  Charges.  Borrowers  who  access  the Bank Loan  proceeds  with the Card
through an automated  teller  machine  will pay all costs  charged by the ATM in
addition to GNB's charge of * (*) per withdrawal (the "Withdrawal  Fee").  There
will be no charge for  disbursement of Bank Loan proceeds at a Location at which
Bank Loans are  offered.  GNB will pay Ace a  commission  equal to *(*) for each
Withdrawal  Fee collected by GNB, which  commission  will be paid not later than
the fifteenth (15th) day of the month  immediately  following the month in which
the Withdrawal Fee is collected.















---------------
*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


<PAGE>



                                    EXHIBIT F

                     PREEMPTIVE AND REFUSAL RIGHTS AGREEMENT


*






















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

*  Confidential  treatment  has been  requested  for  certain  portions  of this
document  pursuant to an  application  for  confidential  treatment  sent to the
Securities and Exchange  Commission.  Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.



<PAGE>



                                    EXHIBIT G

                             SERVICE LEVEL AGREEMENT

Servicing Agreement
Goleta  National  Bank  will  operate  or cause to be  operated  a  facility  to
authorize loans described in this agreement.  The facility will include computer
servers that electronically authorize and process transactions.

Operation of Computer System
The  authorization  computer  system  will be  expected  to operate 24 hrs/day 7
days/week  with scheduled  maintenance to take place during off peak hours.  Any
scheduled down times will not be planned to exceed 2 hours and will be announced
at least 24 hours prior to such down time.

Unscheduled Down Time
Computer  Systems  Fail.  As a result  Bank  will have in place  prudent  backup
systems that can be started within 15 minutes of failure when staffed and within
30 minutes of failure during un-staffed times. If the system failure is expected
to exceed 5  minutes,  then Bank will allow the  manual  authorization  of loans
through telephone calls and/or fax to the Bank's designated servicing office.

     Staffing Hours (Pacific Time)      Testing Period             After Testing
     -----------------------------      --------------             -------------
     Monday-Friday                      7am - 6pm                  6am - 9pm
     Saturday                           8am - 4pm                  7am - 9pm
     Sunday                             Closed                     7am - 5pm

Non-Staffed Hours
Bank  Representatives  will be on call through an Answering Service 24 hours for
emergencies  during non-staffed hours at a designated toll free telephone number
to be announced later.

         AGREED to this 11th day of August, 1999, by the undersigned.

                                                 GOLETA NATIONAL BANK


                                By:       /s/ Llewellyn W. Stone
                                         ---------------------------------------
                                Name: Llewellyn W. Stone
                                Title:   President and Chief Executive Officer


                                         ACE CASH EXPRESS, INC.


                                By:       /s/ Jay B. Shipowitz
                                         ---------------------------------------
                                 Name: Jay B. Shipowitz
                                 Title: Senior Vice President and
                                        Chief Financial Officer