MONEY TRANSFER AGREEMENT

This  Money  Transfer  Agreement  ("Agreement")  is  between  Travelers  Express
Company, Inc. and MoneyGram Payment Systems, Inc. (collectively,  "Company") and
Ace Cash Express, Inc. ("Ace").

1.      PURPOSE AND EFFECTIVENESS.

         a.       The purpose of this  Agreement is to authorize Ace (and to the
                  extent Ace so elects,  Ace's subsidiaries) to sell and provide
                  Money Transfer  Services at the Locations (as defined  below).
                  "Money  Transfer  Services" are the electronic  Transfer Send,
                  Transfer  Receive and Express Payment  transactional  services
                  offered   by  Company   under  the  trade  or   service   mark
                  MoneyGram(R)or  any other  name,  tradename  or  service  mark
                  Company may  designate.  A "Location" is a location  owned and
                  operated  by Ace  (and  to the  extent  Ace so  elects,  Ace's
                  subsidiaries)  at  which it  offers  check-cashing  and  other
                  retail  financial  services  (whether through Ace personnel or
                  unmanned  machine or equipment);  "Location"  does not include
                  any location  owned and  operated by a franchisee  of Ace or a
                  franchisee of any of Ace's subsidiaries.

         b.       This  Agreement  is signed by Company  and Ace  (collectively,
                  "Parties") on the  Signature  Date (as defined in Section 28).
                  Except for paragraph 1 of Exhibit A attached to this Agreement
                  ("Exhibit A"),  however,  this Agreement is effective at 12:01
                  a.m. on January 1, 2001 (the "Effective Date"); paragraph 1 of
                  Exhibit A is effective on the Signature Date.

2.      APPOINTMENT AND RELATIONSHIP.

         a.       Company  appoints  Ace to  sell  and  provide  Money  Transfer
                  Services only as provided in this  Agreement.  Ace accepts the
                  appointment  only under the terms of this Agreement and agrees
                  not to offer any other  competitive money transfer services in
                  any of its Locations while this Agreement is in effect (except
                  that Ace may perform existing  contracts at Locations acquired
                  by Ace,  though Ace shall  terminate  any such  contract,  and
                  offer  Money  Transfer  Services,  as  soon  as is  reasonably
                  practicable  if there is no economic  penalty in the  contract
                  and such  termination  would not be a breach of the contract).
                  Ace also agrees, for itself and its subsidiaries, that it will
                  not permit  any other  Person  (as  defined in Section  25) to
                  offer any other  competitive  money transfer services in space
                  leased or provided by Ace in the Locations. Ace may not create
                  a subagency to offer Money Transfer  Services.  This Agreement
                  does not  include  or relate to any  franchisee  of Ace or any
                  franchisee of any of Ace's subsidiaries or any location of any
                  such franchisee.

         b.       "Sales Proceeds" are the amounts of money to be transferred in
                  all Transfer Send transactions (the "Transfer  Amounts"),  all
                  Consumer Fees (as defined in Section 3.b),  and all other cash

<PAGE>

                  proceeds  from Ace's sale of the Money  Transfer  Services  in
                  Transfer  Send   transactions.   To  the  extent  required  by
                  applicable  law,  (i) Ace  shall  hold all Sales  Proceeds  as
                  "trust funds" and blank Money  Transfer  Checks (as defined in
                  Section  3.c) in trust for Company and (ii) if Ace  commingles
                  the Sales Proceeds with any funds of Ace, the commingled funds
                  are  impressed  with a trust in favor of Company to the extent
                  of the Sales Proceeds due Company.  Except as provided in this
                  Agreement and except for liens and security  interests granted
                  to Ace's  secured  creditors,  (A) Ace does  not  acquire  any
                  right,  title,  or interest in the Sales Proceeds or the blank
                  Money  Transfer  Checks,  and (B) all such Sales  Proceeds and
                  blank Money Transfer Checks remain the property of Company.

         c.       The Parties are independent. 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 actions or omissions  and the  compensation  of
                  those  employees,  and neither  Party has any  authority  with
                  respect to the other Party's employees.

3.      MONEY TRANSFER PROCEDURES.

        a.        Numbers.

                  (i)      The Numbers  (as  defined  below) must be provided by
                           Ace to Company each time a Transfer  Send or Transfer
                           Receive  request  is  made.  The  "Numbers"  are  the
                           Identification  Number and the PIN assigned to Ace by
                           Company; "Identification Number" means the unique and
                           confidential   identification   number   provided  or
                           assigned by Company to each of its authorized  agents
                           or trustees  conducting  Transfer  Send and  Transfer
                           Receive   transactions;    "PIN"   means   a   second
                           confidential   identification   number   provided  by
                           Company to each of its authorized  agents or trustees
                           conducting   Transfer   Send  and  Transfer   Receive
                           transactions.  The PIN can be changed if the security
                           of either Number has been compromised.

                  (ii)     Ace agrees to take reasonable  precautions to prevent
                           disclosure  of  the  Numbers  to,  and  corresponding
                           access   to   the   Money   Transfer   Services   by,
                           unauthorized Persons and will notify Company promptly
                           if Ace knows or reasonably  suspects that the Numbers
                           have  been  disclosed  to any  unauthorized  Persons.
                           Company  will,  as  soon as  practicable  thereafter,
                           issue new Numbers to Ace. Ace shall be liable for all
                           use or  misuse  of the  Numbers  by any  unauthorized
                           Person  other  than a Person  who or  which  obtained
                           access  through  any act or  omission  of  Company or
                           under its  control.  Ace  shall  assist  Company,  as
                           reasonably    requested,    in   investigating    the
                           circumstances  of any use or misuse of the Numbers by
                           any unauthorized Person.
<PAGE>

                  (iii)    Ace hereby  acknowledges  that Company will refuse to
                           authorize transactions if the correct Numbers are not
                           provided. Ace agrees that Company shall have the sole
                           and  exclusive  right,  at any time,  to  refuse  any
                           Transfer Send or Transfer Receive request.

        b.        Transfer Send Transactions.

                  (i)      For each  Transfer  Send  transaction  (which in this
                           Agreement  includes an Express Payment  transaction),
                           Ace shall  collect  from the  consumer  the  Transfer
                           Amount and the applicable Consumer Fee(s).  "Consumer
                           Fee" means a variable fee, as designated from time to
                           time by Company,  that Ace or any other of  Company's
                           agents or trustees for Money Transfer  Services shall
                           charge   each   consumer   making  a  Transfer   Send
                           transaction.  Subject  to  subsection  (ii)  of  this
                           Section 3.b, Company shall provide Ace a Consumer Fee
                           schedule,  which  Company may from time to time amend
                           by providing at least 30 days' prior  written  notice
                           of  the  amendment  to  Ace.  Ace  shall  not  charge
                           consumers  additional  fees of any kind or nature for
                           any Transfer Send transaction.

                  (ii)     Except for temporary  Consumer Fees  established only
                           for promotional  pricing purposes,  each Consumer Fee
                           included in the Consumer Fee schedule provided to Ace
                           for each of the  Locations  in a Market  (as  defined
                           below)  shall  be  within  *  of  the   corresponding
                           Consumer  Fee that each  other  agent or  trustee  of
                           Company  for  Money  Transfer  Services  with  retail
                           locations in that Market (a  "Same-Market  Agent") is
                           permitted to charge.  For the purpose of this Section
                           3.b(ii),  "Market" means a Designated Market Area (as
                           defined  by  Nielsen  Media  Research).  But  if  any
                           Same-Market  Agent is ever  permitted  to charge  any
                           Consumer  Fee that  would be at least * greater or at
                           least * less than the corresponding Consumer Fee that
                           Ace may  charge at the  Locations  in that  Market (a
                           "Triggering  Consumer Fee"), then Company shall offer
                           to amend Ace's  Consumer  Fee schedule by amending or
                           adjusting  Ace's  Consumer  Fee to be the same as the
                           Same-Market  Agent's Consumer Fee. Company shall make
                           such offer by giving  written  notice  thereof to Ace
                           either  (A) at least 30 days  before  the  Triggering
                           Consumer Fee is implemented at any of the Same-Market
                           Agent's locations in the Market, or (B) promptly upon
                           learning  that  Ace  proposes  to open or  acquire  a
                           Location at which  Money  Transfer  Services  will be
                           offered in a Market in which a Same  Market  Agent is
                           permitted  to charge a  Triggering  Consumer  Fee (in
                           which  case Ace shall  have 30 days from  receipt  of
                           that  offer to accept or reject  the  offer).  If Ace
                           elects  to  accept  the  proposed  amendment  to  its

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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>


                           Consumer Fee (and  Consumer Fee  schedule),  then (x)
                           Company  must   implement  the  adjusted  or  amended
                           Consumer Fee at each  Location in the Market,  in the
                           case of clause (A) above, no later than 14 days after
                           the  Same-Market  Agent first offers  Money  Transfer
                           Services for that  Consumer  Fee at its  locations in
                           the Market  or, in the case of clause  (B) above,  no
                           later than 14 days  after Ace  accepts  the  proposed
                           amendment  to its  Consumer  Fee  (and  Consumer  Fee
                           schedule),  and (y) that adjusted or amended Consumer
                           Fee shall remain in effect (subject to the occurrence
                           of  another  Triggering  Consumer  Fee)  for one year
                           after it is first  implemented  or for so long as the
                           same  Consumer Fee is effective  for the  Same-Market
                           Agent,  whichever is less; after that required period
                           of  effectiveness,  Company shall (if Ace so requests
                           in writing)  restore the Consumer Fee to the level or
                           amount in effect before the  adjustment or amendment.
                           Ace's election to accept a proposed  amendment to its
                           Consumer  Fee  must  be  made by  written  notice  to
                           Company within the applicable  30-day election period
                           described  in clause (A) or clause (B) above;  if Ace
                           does not give that notice within that 30-day  period,
                           Ace  shall be  deemed to have  refused  the  proposed
                           amendment.  In the event of any  Triggering  Consumer
                           Fee,  whether  or not Ace elects to accept a proposed
                           amendment to its Consumer Fee, Company agrees that it
                           will  not   advertise   or  promote,   or  cause  the
                           Same-Market  Agent  to  advertise  or  promote,   the
                           discrepancy  between the Same-Market Agent's Consumer
                           Fee and Ace's corresponding  Consumer Fee (though Ace
                           acknowledges that Company shall have no obligation to
                           prohibit or stop any such  advertising  or  promotion
                           solely  on the part of the  Same-Market  Agent).  Ace
                           understands  that any decrease in Consumer  Fees that
                           it charges may result in reduced  commissions (unless
                           the Parties otherwise agree).

                  (iii)    Ace agrees to sell Money Transfer  Services for cash,
                           though  Ace  may  accept  another  form  of  payment;
                           however,  if Ace sells a Money  Transfer  Service for
                           other than cash, Ace will  nevertheless  be liable to
                           Company  for an  amount  of cash  equal to the  Sales
                           Proceeds.

                  (iv)     Ace is fully responsible and  unconditionally  liable
                           to Company under this Agreement for all Transfer Send
                           transactions  initiated  by  giving  the  Numbers  to
                           Company's transaction center.

                  (v)      Ace shall remit to  Company,  by deposit in the Trust
                           Account so that  Company  may  initiate  an ACH debit
                           against the Trust Account, all Sales Proceeds,  or an
                           amount equal to all Sales  Proceeds,  associated with
                           all Transfer Send  transactions  and Consumer Fees no
                           later than the first  business day after the Transfer
                           Send transaction is initiated.
<PAGE>

         c.       Transfer Receive Transactions.

                  (i)      Ace  shall  follow  the  computerized  or  telephonic
                           authorization  procedures specified by Company, which
                           are   applicable   generally   to  all  of  Company's
                           authorized  agents or  trustees  for  Money  Transfer
                           Services,  prior  to  disbursement  of  the  Transfer
                           Amount.

                  (ii)     Ace shall  maintain  the ability to disburse at least
                           $500 in cash for each Transfer Receive. If a Transfer
                           Receive involves a Transfer Amount which exceeds $500
                           or if the recipient  requests  disbursement in a form
                           other  than  cash,  Ace will  disburse  the  Transfer
                           Receive  amount by issuing a Money  Transfer Check to
                           the  recipient,  or in such other form as approved by
                           Company. A "Money Transfer Check" is a special draft,
                           in a form  provided  to Ace  by  Company,  evidencing
                           Company's  obligation to pay cash.  Ace shall deposit
                           in the Trust  Account  Money  Transfer  Checks in the
                           amount of each Transfer Receive  transaction paid out
                           in cash in order to itself receive  reimbursement for
                           cash  disbursed.  Ace shall  not  charge a fee of any
                           kind for cashing a Money Transfer Check issued by Ace
                           in connection  with a Transfer  Receive  transaction.
                           Money  Transfer  Checks are not to be used by Ace for
                           any purpose other than in  connection  with the Money
                           Transfer Services.

                  (iii)    Ace is fully responsible and  unconditionally  liable
                           to Company under this Agreement for all amounts which
                           Ace,  pursuant  to a  Transfer  Receive  transaction,
                           wrongfully  disburses  either to a Person  other than
                           the  intended  recipient or as a result of paying out
                           an incorrect amount.  Ace shall pay all such wrongful
                           disbursement  amounts to Company within 30 days after
                           written demand therefor from the Company.

4.      SUPPLIES AND SOFTWARE.

        a.        On or for the Effective Date and thereafter  from time to time
                  as reasonably requested by Ace, Company shall (at no charge to
                  Ace) distribute Money Transfer Checks to the Locations in such
                  quantities as Ace may reasonably request.

        b.        On or for the Effective Date and thereafter  from time to time
                  as reasonably requested by Ace, Company shall (at no charge to
                  Ace)  distribute to the  Locations  such forms and supplies as
                  may  be  necessary  for  Ace to  conduct  the  Money  Transfer
                  Services at those Locations.

         c.       Company shall provide Ace various  interior  signs and display
                  materials  prepared by Company at its expense to advertise and
                  promote the Money Transfer Services ("Promotional Materials").
                  Company  shall provide to Ace for review,  before  shipment to
                  any Location,  each type or form of the Promotional  Materials
                  that Company proposes for use or display at any Location. Upon
                  Ace's approval thereof (which may not be unreasonably withheld
                  or  delayed),  Company  shall  (at its own  expense)  ship the
                  Promotional  Materials  directly  to  the  Locations  in  such
<PAGE>

                  quantities as Ace may reasonably request; that shipment may be
                  by whatever means Company deems appropriate. Ace shall display
                  the approved  Promotional  Materials at the Locations at which
                  the Money Transfer Services are offered.  Company shall afford
                  Ace an  opportunity  to  receive,  and if Ace so elects  shall
                  provide Ace,  each type of  Promotional  Material that Company
                  prepares for use by its agents or trustees for Money  Transfer
                  Services.  The  Promotional  Materials in Ace's  possession or
                  control  may be used by Ace  only  for  the  purposes  of this
                  Agreement,  and shall  remain the  property of Company.  Ace's
                  right  to use  the  Promotional  Materials  shall  cease  upon
                  expiration or termination of this Agreement. Ace shall destroy
                  any Promotional  Materials in Ace's possession or control upon
                  expiration or termination of this Agreement.

         d.       Company hereby grants Ace a  nonexclusive  license to use, and
                  shall  provide Ace the  necessary  copies (in object code) of,
                  Company's  transaction  software  that  permits  its agents or
                  trustees  to  sell  and  provide   Money   Transfer   Services
                  ("Software"), for use with Ace's point-of-sale system. Company
                  shall also provide Ace the necessary  copies of each update or
                  revision to the Software  provided to any of Company's  agents
                  or   trustees   for  Money   Transfer   Services   during  the
                  effectiveness of this Agreement (and each such provided update
                  or revision shall be included in "Software"); before providing
                  any update or revision to the Software, however, Company shall
                  give Ace at least 90 days' prior  written  notice  thereof and
                  shall afford Ace's chief information officer an opportunity to
                  review and test that update or  revision.  The Software may be
                  used by Ace only as  permitted  by this  Agreement,  and shall
                  remain the  property  of  Company.  Ace  agrees to  maintain a
                  telephone  line to communicate  transaction  data to Company's
                  transaction  center through Company's  toll-free number;  this
                  may be a shared line.  The Software will be programmed to call
                  daily to Company's  toll-free  number.  The Software  contains
                  technology protected by patents and trade secrets. Ace may not
                  reverse  engineer or decompile the  Software.  Ace's right and
                  license to use the Software under this  Agreement  shall cease
                  upon  expiration or termination of this  Agreement.  Ace shall
                  destroy  all copies of the  Software  in Ace's  possession  or
                  control upon expiration or termination of this Agreement.

5.       PERSONNEL AND SPACE; LIMITATION OR SUSPENSION.

         a.       Ace agrees to furnish  all  personnel,  space,  and  utilities
                  necessary and appropriate,  in Ace's good-faith judgment,  for
                  offering,  selling,  and providing Money Transfer  Services at
                  the  Locations at which Money  Transfer  Services are offered,
                  sold, and provided.

         b.       To the  extent  that  Company  may,  upon  advice of  counsel,
                  reasonably  deem it necessary in order to avoid any  violation
                  of law or of any  order,  judgment,  or decree of any court or
                  request of any other  governmental  authority or agency having
                  authority  over  Company,  Company  may,  by prior oral notice
<PAGE>


                  (confirmed  promptly by written  notice) to Ace, (i) limit the
                  number of Money Transfer  Services  transactions or the dollar
                  amount of Money Transfer Services that Ace may sell or provide
                  or (ii)  suspend  Ace's right under this  Agreement to sell or
                  provide any Money Transfer  Services.  If Company takes action
                  under the preceding  sentence due to Company's  receipt of any
                  written  notice  or  communication  from any  agency  or other
                  governmental authority,  Company shall provide Ace with a copy
                  of such notice or communication  within one business day after
                  Company's  receipt of it, unless  prohibited from doing so. In
                  addition,  Company will give Ace prompt written notice (unless
                  prohibited)  if  Company  learns  of any  pending  or  overtly
                  threatened  action  or  proceeding  or  investigation  that is
                  reasonably likely to result in such a notice or communication.
                  Ace will  immediately stop selling or providing Money Transfer
                  Services if a  governmental  agency or authority  specifically
                  orders  that Ace stop  selling  or  providing  Money  Transfer
                  Services.

         c.       To the extent that Company may reasonably deem it necessary to
                  investigate  or respond  to any  fraudulent  or other  illegal
                  activity,  or any reasonably  suspected  fraudulent or illegal
                  activity,  involving the use of Money Transfer Services at any
                  Location,  Company may suspend Ace's right to offer, sell, and
                  provide   Money   Transfer   Services  at  a  Location;   this
                  suspension,  however,  shall be  limited to only such time and
                  scope as are  necessary  to permit  Company  to so  diligently
                  investigate or respond.  Any such suspension or  investigation
                  or response by Company shall be performed or conducted in such
                  a manner as to  interfere  as little as  possible  with  Ace's
                  other business and operations at the Location.

6.       CARE OF COMPANY'S PROPERTY.

         Ace agrees to safeguard  Sales Proceeds and blank Money Transfer Checks
         with the same degree of care that a normally  prudent person would give
         to his own  property.  Ace will remain  liable to Company for the Sales
         Proceeds to be remitted until Company has received  collected  funds in
         the full amount of the Sales Proceeds.

7.       RESPONSIBILITIES -- ACE.

         a.       Ace is  responsible  for,  and  agrees  to  indemnify  Company
                  against, any and all losses,  damages, and expenses (including
                  attorneys'  fees) which Company may sustain or incur resulting
                  from any act or failure to act (whether negligent,  dishonest,
                  or  otherwise)  by  Ace or any of  Ace's  employees  or  other
                  representatives  (not including any  franchisees)  (whether or
                  not acting  within the scope of  employment)  relating to this
                  Agreement.

         b.       Ace  agrees to  indemnify  Company  against  any loss of blank
                  Money  Transfer  Checks that may occur by crime or  mysterious
                  disappearance, except as stated in Section 8.a.

<PAGE>


8.      RESPONSIBILITIES -- COMPANY.

         a.       Company (and not Ace) will be responsible  for loss of a blank
                  Money Transfer Check only when all of the following conditions
                  occur:

                  (i)      The  loss  is not the  result  of  Ace's  intentional
                           misconduct or breach of this Agreement;

                  (ii)     Ace has given the same  protection to the blank Money
                           Transfer  Check that a prudent  person  would give to
                           his own cash;

                  (iii)    Company receives a report of the loss,  including the
                           serial  number of the missing  blank  Money  Transfer
                           Check,  by  telephone  at least 24 hours  before  the
                           Money  Transfer  Check is  presented  to Company  for
                           payment; and

                  (iv)     Ace  promptly  submits  to  Company,   by  notice  in
                           accordance  with Section 23, a report  describing the
                           loss and listing the serial  number of the lost blank
                           Money Transfer Check.

         b.       Ace is not  responsible  to Company  for  counterfeited  items
                  resembling  Money  Transfer  Checks  except to the extent that
                  Ace's act or failure to act  contributed  to or permitted  the
                  counterfeiting.

         c.       Company  will  provide  assistance  to  Ace,  upon  reasonable
                  request,  in tracing lost,  stolen,  or missing Money Transfer
                  Checks.  Company will act as quickly as possible on any report
                  from Ace made pursuant to Section 8.a(iii).

         d.       Company  is  responsible  for,  and  agrees to  indemnify  Ace
                  against, any and all losses,  damages, and expenses (including
                  attorneys' fees) which Ace may sustain or incur resulting from
                  any act or failure to act (whether  negligent,  dishonest,  or
                  otherwise)  by Company or any of Company's  employees or other
                  representatives  (whether  or not  acting  within the scope of
                  employment) relating to this Agreement.

         e.       Company  will,  at its  expense,  provide  training  of  Ace's
                  personnel  from time to time (upon Ace's  reasonable  request)
                  regarding  Money  Transfer  Services  procedures in connection
                  with the  establishment  of the Money Transfer  Services at an
                  Acquired  Competitive  Location  (as defined in paragraph 3 of
                  Exhibit A) or regarding  operational  changes in the Software.
                  That  training  will be provided at the  Acquired  Competitive
                  Locations  at which  the  Money  Transfer  Services  are being
                  established  or (if  related to changes  in the  Software)  at
                  Ace's regional  locations and corporate  office,  as agreed by
                  the Parties.

9.      NO PUNITIVE OR CONSEQUENTIAL  DAMAGES.  Under no  circumstances  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 the possibility of
<PAGE>

        those  damages was  disclosed  or  otherwise  known to that Party.  This
        exclusion, however, does not affect a Party's liability for lost profits
        as part of actual damages for any breach of its  obligations  under this
        Agreement.

10.     FINANCIAL  RESPONSIBILITY.   Each  Party  agrees  to  maintain  a  sound
        financial   condition.   In  this  Agreement,   Ace's  "sound  financial
        condition" means that Ace meets both of the following credit criteria:

                  a.       Each day Ace shall maintain Liquid Assets (as defined
                           below) at least equal to Ace Working Indebtedness (as
                           defined  below).  For this purpose,  "Liquid  Assets"
                           means the sum (without duplication) of (i) the ledger
                           balances  of all  bank  accounts  of  Ace,  (ii)  the
                           balances of all  investment  accounts  of Ace,  (iii)
                           checks  and  other  liquid  instruments  held  by Ace
                           pending   deposit,   (iv)   cash  in  each  of  Ace's
                           locations, (v) cash, checks, and other instruments in
                           transit to bank accounts or to Ace's  locations,  and
                           (vi) cash, instruments, or other liquid assets of Ace
                           held  by  Company.  For  this  purpose  "Ace  Working
                           Indebtedness" means the sum (without  duplication) of
                           (A)  the  outstanding   principal  balance  of  Ace's
                           indebtedness to lenders under its revolving  (working
                           capital)  credit  facilities  and (B)  the  aggregate
                           amount  of  Sales  Proceeds  pending   remittance  to
                           Company under this Agreement.

                  b.       The  most  recent   quarterly  or  annual   financial
                           statements  of Ace  reflect a positive  amount  after
                           deducting  from EBITDA (as defined  below) the sum of
                           Ace's taxes and interest  expense.  For this purpose,
                           "EBITDA" means Ace's earnings before interest, taxes,
                           depreciation and amortization.


                  c.       Ace  agrees  that its  reports on Forms 10-K and 10-Q
                           filed with the  Securities  and  Exchange  Commission
                           will support its compliance  with the credit criteria
                           set forth in Sections 10.a and 10.b. In addition,  if
                           the existing  Money Order  Agreement  between Ace and
                           Travelers Express Company,  Inc. dated as of April 6,
                           1998 (the  "Money  Order  Agreement")  expires  or is
                           terminated  in  accordance  with its terms and is not
                           replaced by an  agreement  between Ace and  Travelers
                           Express  Company,  Inc.  that requires Ace to provide
                           reports,  at  least  as  frequently  as  monthly,  of
                           compliance with credit  criteria  comparable to those
                           set forth in Section 10.a, then Ace agrees to provide
                           to Company a report showing Ace's compliance with the
                           credit  criteria  set forth in Section 10.a as of the
<PAGE>

                           last business day of each  calendar  month during the
                           effectiveness of this Agreement;  that report will be
                           provided to Company  within five  business days after
                           the last  business day of that  calendar  month.  Ace
                           further  agrees  that its  annual  audited  financial
                           statements will include an  "unqualified"  opinion by
                           its outside auditors. As a publicly held company, Ace
                           is required  by  applicable  securities  laws to make
                           publicly available its annual and quarterly financial
                           statements  and  related  information;  if Company is
                           unable  to  obtain  those  financial  statements  and
                           information  through other sources,  Ace will provide
                           Company copies of those publicly available  financial
                           statements  and  information  promptly upon Company's
                           written request.

11.      PAYMENTS  AND  COMMISSIONS  TO ACE.  The  various  payments  to Ace and
         commission  schedules  for Ace's  service as Company's  agent for Money
         Transfer Services at Locations are set forth on Exhibit A.

12.      REMITTANCES AND REPORTS.

         a.       Ace shall establish and maintain an account at a bank selected
                  by Ace into which it will  deposit all Sales  Proceeds,  or an
                  amount of cash equal to all Sales Proceeds ("Trust  Account"),
                  and shall  notify  Company  of that  Trust  Account.  Ace will
                  provide at least 15 days'  written  notice to  Company  before
                  changing a Trust  Account and will not  terminate  or close an
                  existing Trust Account until a new Trust Account is open.

         b.       Ace shall  authorize  Company to initiate ACH debit and credit
                  entries on or to the Trust Account by executing and delivering
                  to Company an  authorization  agreement  substantially  in the
                  form of Exhibit B to this Agreement.

         c.       If a day on which any amount is to be paid or  remitted by one
                  Party to the other in any  manner  (including  by ACH debit or
                  credit entry) under this Agreement is not a business day, that
                  amount shall be due on the next business day.

         d.       Reports to Company of Money Transfer Services  transactions at
                  Locations  shall be made by Company's  electronic  transaction
                  information transmitted by the Software.

13.      INTEREST.

         a.       Any amount of the  Incentive  Bonus (as defined in paragraph 2
                  of Exhibit  A) not paid by Company  when due to Ace under this
                  Agreement will bear interest (unless waived by Ace) until paid
                  at an annual rate equal to the Prime Rate (as  defined  below)
                  as that Prime Rate may be established  from day to day. "Prime
                  Rate" means the prime commercial rate of interest published by
                  The Wall  Street  Journal  for  corporate  loans by large U.S.
                  money-center  commercial banks. No interest will accrue on any
                  adjustments.

         b.       Interest  will not exceed the amount or rate that may lawfully
                  be  charged  under   applicable  Texas  law,  and  any  amount
                  contracted for,  charged,  or taken in excess of the amount or
                  rate  allowed by law will be  credited or refunded to Company.
                  This  Section  13.b  overrides  any  other  provision  in this
                  Agreement  or in any document  between the Parties  related to
                  this Agreement.



<PAGE>


14.      LOCATIONS.  Ace is  authorized  to  sell  and  provide  Money  Transfer
         Services  only at the  Locations.  Ace  agrees to give  Company a list,
         before the Effective  Date,  of the  Locations at which Money  Transfer
         Services  will be offered,  sold,  and  provided  under this  Agreement
         beginning on or as of the Effective  Date and to keep Company  informed
         of the Locations where Ace offers,  sells,  and provides Money Transfer
         Services.  Ace will give Company oral or written notice of Ace's intent
         to open or acquire any new  Location at which Money  Transfer  Services
         will be offered, sold, and provided under this Agreement; Ace will give
         that  notice at least 30 days,  or as soon as  reasonably  practicable,
         before opening or acquiring the Location.

15.      ADVERTISING AND SIGNAGE.

         a.       Company shall, at its expense, advertise and promote the Money
                  Transfer  Services,  at  the  Locations  and  otherwise,  on a
                  national basis in the United States of America.

         b.       Ace  agrees  to  include  Company's  name  or logo  for  Money
                  Transfer  Services on each  permanent  exterior  sign for each
                  Location  at  which  Money   Transfer   Services  are  offered
                  ("Sign"), subject to Company's payment or reimbursement as set
                  forth in Section  15.c and to the  Parties'  agreement  on the
                  design  or  appearance  of such  Sign.  The  Parties  agree to
                  cooperate  in  good  faith  in   determining   the  design  or
                  appearance of such Signs.

         c.       Company  agrees to pay or reimburse Ace the following for each
                  Sign:  (i) $ * for each "can" or "pole"  Sign and (ii) $ * for
                  each "channel-letter" Sign. Such payment shall be made to Ace,
                  by wire transfer to an account designated by Ace, by the tenth
                  day of each  calendar  month  for all Signs  delivered  to the
                  applicable  Locations in the preceding  calendar  month during
                  which  this  Agreement  is  effective.  Company's  payment  or
                  reimbursement    obligations    regarding   Signs   that   are
                  replacements  of permanent  exterior  signs at Effective  Date
                  Locations (as defined in paragraph 2.b of Exhibit A) shall not
                  exceed a total of $ * during any calendar year, unless Company
                  otherwise  agrees.  All costs or expenses of each Sign,  other
                  than the costs or  expenses  described  above in this  Section
                  15.c, shall be Ace's responsibility.

         d.       Ace may not use Company's name or logo on any signage  without
                  Company's consent or approval.


         e.       Each Party may, only with the other Party's written consent or
                  approval,  use the  other  Party's  name,  logos,  trademarks,
                  service marks, or other  intellectual  property in advertising


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

*  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>
                  or promotional  materials prepared (directly or indirectly) by
                  the first  Party  regarding  the  offering  of Money  Transfer
                  Services during the effectiveness of this Agreement.

         f.       Company  may use or refer to Ace's name and  Locations  in any
                  listing by or on behalf of Company of Money Transfer  Services
                  network locations.

16.      CONFIDENTIALITY.   The  Parties  shall   perform  the   Confidentiality
         Agreement that is set forth in the attached Exhibit C to this Agreement
         (the "Confidentiality Agreement").

17.      DISPUTE RESOLUTION.  Without limiting a Party's right to terminate this
         Agreement  pursuant  to any of  subsections  (i) through (x) of Section
         18.b  (including  the other  provisions of this  Agreement  referred to
         therein), the Parties will resolve any dispute, disagreement, claim, or
         controversy between them arising in connection with or relating to this
         Agreement,  or  the  validity,  interpretation,   performance,  breach,
         default,  or termination of this Agreement  ("Dispute"),  in accordance
         with the attached Exhibit D to this Agreement ("Dispute Resolution").

18.      TERM AND TERMINATION.

         a.       The  effective  term  of  this  Agreement  expires  or ends at
                  11:59:59 p.m., Central Time, on December 31, 2007 (the "Stated
                  Expiration Date"), subject,  however, to extension of the term
                  as  described  below in this  Section 18.a and to the right of
                  either Party to terminate  this  Agreement in accordance  with
                  Section 18.b. The stated  seven-year term shall be extended by
                  Company's  payment  of New  Location  Bonuses  (as  defined in
                  paragraph 3 of Exhibit A) for De Novo Locations (as defined in
                  paragraph 3 of Exhibit A) and Acquired  Competitive  Locations
                  (as defined in paragraph 3 of Exhibit A) as follows:

                  (i)      This Agreement shall be effective as to each Acquired
                           Competitive  Location  and each De Novo  Location for
                           which a New Location Bonus is paid  (collectively,  a
                           "Bonus  Location")  before the Stated Expiration Date
                           for  seven  years  from the date at which the sale of
                           Money  Transfer  Services  is  begun  at  that  Bonus
                           Location,  and the term of this  Agreement as to each
                           such Bonus  Location  shall be considered so extended
                           without   any   further   action  of  either   Party.
                           Nevertheless,  if at the Stated  Expiration Date such
                           seven-year  term of this  Agreement  as to any  Bonus
                           Location  does  not  expire,  then,  in  lieu  of the
                           continuation  of a separate  term for each such Bonus
                           Location,  the  term  of  this  Agreement  as to  all
                           Locations  offering or (in accordance  with paragraph
                           3.e  of  Exhibit  A,  if  applicable)  deemed  to  be
                           offering  Money  Transfer   Services  at  the  Stated
                           Expiration  Date  shall  be  extended,   without  any
                           further action of either Party, as set forth below in
                           this Section 18.a.



<PAGE>


                  (ii)     As of the Stated  Expiration Date, the number of full
                           calendar  months (or partial  months  treated as full
                           calendar months as provided  below)  remaining in the
                           individual seven-year term ("Bonus Location Remaining
                           Months") as to each of such Bonus  Locations shall be
                           determined.  For purpose of this Section 18.a(ii),  a
                           partial  month,  if the number of days then remaining
                           therein  is 50% or  more of the  days in such  month,
                           shall be  counted as a full  month,  but if less than
                           50%,  shall not be counted as a full month.  Then the
                           aggregate  number of Bonus Location  Remaining Months
                           shall  be   divided  by  the  number  of  such  Bonus
                           Locations plus the number of other Locations at which
                           Money Transfer  Services are then being offered,  and
                           the  product   thereof  in  terms  of  whole   months
                           (calculated  to  hundredths  and then rounded down to
                           the next  smaller  whole  number  if .50 or less,  or
                           rounded up to the next  higher  whole  number is more
                           than  .50)  shall be the  period by which the term of
                           the  Agreement  shall be  extended  from  the  Stated
                           Expiration Date. For example,  if, at the --- -------
                           Stated  Expiration  Date,  there are 1,000  non-Bonus
                           Locations and 100 Bonus  Locations with the following
                           Bonus Location Remaining Months:

                                 Bonus Locations            Remaining Term
                                 -----------------------------------------
                                          20                      72
                                          20                      60
                                          20                      42
                                          15                      30
                                          15                      12
                                          10                       6

                           The  aggregate  number  of Bonus  Location  Remaining
                           Months  would be 4,290  (i.e.,  1,440 + 1,200 + 840 +
                           450 + 300 + 60), which,  when divided by 1,100 (i.e.,
                           1,000 + 100),  would  result  in 3.90  months.  Thus,
                           under this example,  the term of this Agreement would
                           be extended for four months, which would result in an
                           extension of the term of this  Agreement to April 30,
                           2008.

         b.       A Party may terminate this Agreement as follows:

                  (i)      Company   may  declare  Ace  to  be  in  default  and
                           terminate this Agreement  immediately  upon notice if
                           Ace shall  fail to remit any  Sales  Proceeds  due to
                           Company   under  this   Agreement  and  that  failure
                           continues  for  one  business  day  after  notice  of
                           nonremittance to Ace.

                  (ii)     Either  Party may  declare  the other  Party to be in
                           default and terminate this Agreement immediately upon
                           notice if the other  Party  shall fail to  maintain a
                           sound financial position; provided, however, that the
                           nondefaulting  Party shall have five business days to
                           declare the default and terminate  this  Agreement by

<PAGE>

                           written  notice to the defaulting  Party,  and if the
                           nondefaulting  Party does not so declare  the default
                           and  terminate   within  five  business   days,   the
                           particular default shall be deemed waived.


                  (iii)    Ace  may  declare   Company  to  be  in  default  and
                           terminate this Agreement  immediately  upon notice if
                           Company  shall  fail  to pay any  installment  of the
                           Incentive Bonus due to Ace and that failure continues
                           for five days after notice of nonpayment to Company.

                  (iv)     Either  Party may  declare  the other  Party to be in
                           default and  terminate  this  Agreement on five days'
                           notice  upon  the  occurrence  of  a  payment-related
                           breach  or  default   (other   than  as  provided  in
                           subsection  (i) of  this  Section  18.b)  that is not
                           cured within such five-day period.

                  (v)      Either  Party may  declare  the other  Party to be in
                           default and terminate this Agreement immediately upon
                           notice  if:  (A) the  other  Party  makes  a  general
                           assignment of all or substantially  all of its assets
                           for the  benefit of  creditors;  (B) 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;  (C)  the  other  Party  files  a
                           voluntary  or  petition  for relief  under the United
                           States   Bankruptcy  Code  or  other   bankruptcy  or
                           insolvency laws; or (D) an involuntary  bankruptcy or
                           insolvency  petition filed against the other Party is
                           not dismissed within 90 days.

                  (vi)     Ace  may  declare   Company  to  be  in  default  and
                           terminate this  Agreement upon notice as follows:  If
                           (A) Company  exercises its right under Section 5.b to
                           limit   the   number  of  Money   Transfer   Services
                           transactions  or the dollar amount of Money  Transfer
                           Services that Ace may sell or provide,  or to suspend
                           Ace's  right  to  sell  or  provide  Money   Transfer
                           Services,  (B) the limitation or suspension is longer
                           than 30  consecutive  days,  and (C)  the  number  or
                           dollar amount of Money Transfer Services transactions
                           that Ace is permitted  to sell or provide  during the
                           limitation or  suspension  period is less than 90% of
                           the number or dollar amount that Ace sold or provided
                           before the limitation or suspension  was imposed,  or
                           the  effect of the  limitation  or  suspension  is to
                           reduce the number or dollar amount of Money  Transfer
                           Services  transactions  that Ace  sells  or  provides
                           during the limitation or suspension  period to 90% of
                           the highest  number or dollar amount that Ace sold or
                           provided during any 30-consecutive-day  period before
                           the limitation or suspension,  then Ace may terminate
                           this  Agreement  immediately by giving written notice
                           to  Company  within 90 days after the 30th day of the
                           limitation  or suspension or after the ten percent or
                           more decrease occurs, whichever is later.

                  (vii)    Ace  may  declare   Company  to  be  in  default  and
                           terminate  this  Agreement  in  accordance  with  the

<PAGE>

                           following:  If a Commission  Material  Adverse Change
                           (as defined  below) is determined  to have  occurred,
                           then   (unless   that   determination   is   made  by
                           arbitration  in  accordance  with  Exhibit D) Ace may
                           give Company at least 30 days' prior  written  notice
                           of  termination;  if  that  determination  is made by
                           arbitration  in  accordance  with Exhibit D, however,
                           Ace's notice of termination  may be given ten days in
                           advance.  A "Commission  Material Adverse Change" for
                           purposes  of  this  Section   18.b(vii)   shall  have
                           occurred if:

                           (A)      Ace's total  commissions  earned or received
                                    at  all   Locations   from  Money   Transfer
                                    Services under this Agreement  during either
                                    (x)  any  *  shall  have   declined   by  an
                                    aggregate  of at least * as  compared to the
                                    total of such commissions earned or received
                                    during  the same  period in the  immediately
                                    preceding  * (which may  include * preceding
                                    the Effective Date), or (y) any * shall have
                                    declined by an  aggregate of at least * from
                                    the  total  of such  commissions  earned  or
                                    received during the immediately  preceding *
                                    period  (which may include *  preceding  the
                                    Effective Date); and

                           (B)      Such decline shall be solely a result of any
                                    action or actions by  Company  (which  shall
                                    include any  deliberate  omission by Company
                                    to act on any matter  within its  reasonable
                                    control)  regarding or  affecting  the Money
                                    Transfer  Services  (including  the  pricing
                                    therefor),  whether  or not  related to this
                                    Agreement, including, for example, Company's
                                    failure to respond to changes in technology,
                                    service   capabilities,   or   products   of
                                    competitors of Company in the money transfer
                                    business   or    Company's    actions   that
                                    materially  change the manner in which Money
                                    Transfer  Services  are  offered,  sold,  or
                                    provided by its agents or trustees for Money
                                    Transfer Services and Ace shall be unable to
                                    adapt to such  changes  within a  reasonable
                                    time thereafter  without a material  adverse
                                    change in its  financial  condition in order
                                    to reasonably and  materially  adapt to such
                                    changes;

                           provided,that  if  Company  does  not  agree  that  a
                           Commission Material Adverse Change has occurred, then
                           it will  not be  deemed  to have  occurred  until  so
                           determined   by   agreement  of  the  Parties  or  by
                           arbitration  in accordance  with Exhibit D. Ace shall
                           give  written  notice to Company  of Ace's  intent to


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

*  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>

                           terminate under this Section 18.b(vii) within 30 days
                           following  its  receipt  of the data  related  to the
                           commissions from Money Transfer Services conducted at
                           the Locations for the preceding calendar quarter;  if
                           Ace does not give  that  notice  within  that  30-day
                           period,  it  shall  not  thereafter  be  entitled  to
                           terminate this Agreement under this Section 18.b(vii)
                           based on any Commission  Material Adverse Change that
                           may be asserted  with respect to the two  consecutive
                           calendar  quarter  period  ended with that  preceding
                           calendar  quarter  or the four  consecutive  calendar
                           quarter  period  ended with that  preceding  calendar
                           quarter.



                  (viii)   Company   may  declare  Ace  to  be  in  default  and
                           terminate  this  Agreement  in  accordance  with  the
                           following:  If a Commission  Material  Adverse Change
                           (as defined  below) is determined  to have  occurred,
                           then   (unless   that   determination   is   made  by
                           arbitration in accordance with Exhibit D) Company may
                           give Ace at least 30 days'  prior  written  notice of
                           termination;   if  that   determination  is  made  by
                           arbitration  in  accordance  with Exhibit D, however,
                           Company's notice of termination may be given ten days
                           in advance.  A "Commission  Material  Adverse Change"
                           for  purposes of this Section  18.b(viii)  shall have
                           occurred if:

                           (A)      Ace's total  commissions  earned or received
                                    at  all   Locations   from  Money   Transfer
                                    Services under this Agreement  during either
                                    (x) any * all have  declined by an aggregate
                                    of at least * as  compared  to the  total of
                                    such  commissions  earned or received during
                                    the same period in the immediately preceding
                                    *  which  may  include   calendar   quarters
                                    preceding the  Effective  Date) or (y) any *
                                    shall have  declined by an  aggregate  of at
                                    least * from the  total of such  commissions
                                    earned or  received  during the  immediately
                                    preceding  * period  (which  may  include  *
                                    preceding the Effective Date); and

                                    (B) Such decline shall be solely a result of
                                    any action or  actions  by Ace (which  shall
                                    include  any  deliberate  omission by Ace to
                                    act  on any  matter  within  its  reasonable
                                    control)  regarding or affecting  the offer,
                                    sale,   or  provision   of  Money   Transfer
                                    Services  at the  Locations,  whether or not
                                    related to this  Agreement,  including,  for
                                    example, Ace's failure to respond to changes
                                    in  technology,   service   capabilities  or
                                    products  and  services  made by Company and
                                    its  other  agents  or  trustees  for  Money
                                    Transfer  Services  unless  such a  response
                                    would result in a material adverse change in
                                    Ace's financial condition;  or Ace's actions
                                    that  materially  change the manner in which
                                    Money Transfer  Services are offered,  sold,
                                    or  provided  to  its  customers;  or  Ace's
                                    material  refusal or failure to promote  the
                                    Money Transfer Services at the Locations; or
                                    Ace's changes in its store  operations  that
                                    materially  affect  customer  traffic at the
                                    Locations  and  Company  shall be  unable to
                                    adapt to such  changes  within a  reasonable
                                    time thereafter  without a material  adverse
                                    change in its financial condition in order


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

*  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>

                                    to reasonably and  materially  adapt to such
                                    changes;  except that Ace's  exercise of any
                                    of its  rights  granted  in this  Agreement,
                                    including  any  election  to  amend  (or not
                                    amend)  any  Consumer   Fee  under   Section
                                    3.b(ii) or any election  not to  participate
                                    in any price  promotion  for Money  Transfer
                                    Services,  shall  not be  deemed to be or to
                                    cause a Commission  Material Adverse Change;
                                    provided,that  if Ace does not agree  that a
                                    Commission   Material   Adverse  Change  has
                                    occurred, then it will not be deemed to have
                                    occurred until so determined by agreement of
                                    the Parties or by  arbitration in accordance
                                    with Exhibit D.  Company  shall give written
                                    notice  to  Ace  of   Company's   intent  to
                                    terminate  under  this  Section   18.b(viii)
                                    within 30 days following its receipt of data
                                    related  to  the   commissions   from  Money
                                    Transfer Services conducted at the Locations
                                    for  the  preceding  calendar  quarter;   if
                                    Company  does not give  that  notice  within
                                    that 30-day period,  it shall not thereafter
                                    be  entitled  to  terminate  this  Agreement
                                    under this Section  18.b(viii)  based on any
                                    Commission  Material Adverse Change that may
                                    be   asserted   with   respect  to  the  two
                                    consecutive  calendar  quarter  period ended
                                    with that preceding  calendar quarter or the
                                    four  consecutive  calendar  quarter  period
                                    ended with that preceding calendar quarter.

                  (ix)     Either  Party may  declare the other Party in default
                           and terminate  this  Agreement  upon 30 days' written
                           notice upon the occurrence of any material  breach or
                           default by the other Party not covered by subsections
                           (i) through (viii) of this Section 18.b. which is not
                           cured within such 30-day period.

                  (x)      Either  Party may  declare  the other  Party to be in
                           default and terminate this Agreement immediately upon
                           notice if the nondefaulting  Party has terminated the
                           Money Order  Agreement in accordance  with its terms,
                           before the  expiration of the Money Order  Agreement,
                           because   of  a   payment-related   default   by  the
                           defaulting  Party  under the terms of the Money Order
                           Agreement.

         c.       A Party may not terminate  this  Agreement if the event or the
                  circumstance described in Section 18.b., upon which that Party
                  would  rely in so  terminating,  was  caused  by that  Party's
                  breach of or default  under this  Agreement.  The  termination
                  rights of a Party under Section 18.b. are not exclusive of any
                  other   right  or  remedy   available   to  or  granted  to  a
                  nonbreaching or nondefaulting Party under this Agreement.

         d.       Upon the expiration or termination of this Agreement, Ace will
                  remit to Company,  in accordance with Sections 3.b and 12, all
                  Sales  Proceeds  and will pay to Company any other  amounts it
                  then owes to Company,  and Company will pay to Ace all amounts
                  it then owes to Ace.  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.
                  Ace will pay the  reasonable  cost to return  the blank  Money

<PAGE>

                  Transfer  Checks to  Company if Company  has  terminated  this
                  Agreement because of any breach or default by Ace;  otherwise,
                  Company will pay that cost.

         e.       The  Parties'  respective  rights and  obligations  under this
                  Agreement  will survive the  expiration or termination of this
                  Agreement to the extent  necessary to give full effect to this
                  Agreement.   Without  limiting  the  preceding  sentence,  the
                  Parties'  respective  rights and obligations under Sections 4,
                  6, 7, 8,  12,  16,  17,  18,  19,  24,  and 26 and  under  the
                  Confidentiality  Agreement  and  Exhibit  D will  survive  the
                  expiration or termination of this Agreement.

19.      REMEDIES  AND  WAIVERS.  All remedies for any breach or default of this
         Agreement are cumulative. Except as provided in this Agreement, Party's
         delay or failure to enforce a right or pursue a remedy is not a waiver.
         A Party's waiver (not otherwise set forth in this Agreement) must be in
         writing  and  signed by it. A waiver of a  Party's  rights or  remedies
         regarding a particular breach of or default under this Agreement is not
         a waiver of those rights or remedies,  or any other rights or remedies,
         regarding any other breach of or default under this Agreement.

20.     COMPLIANCE  WITH LAW.  Each  Party  agrees  to  comply  in all  material
        respects  with all laws and  regulations  applicable  to its  activities
        under this  Agreement,  including  laws and  regulations  that relate to
        money  laundering.  Ace  agrees  that it will  sell  and  provide  Money
        Transfer  Services only at Locations where such Money Transfer  Services
        may legally be sold and provided.

21.     CHANGE OF  OWNERSHIP  OR 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  ownership  or  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.

22.     INSPECTIONS.   Each  Party  has  the  right,  once  per  calendar  year,
        exercisable by reasonable prior notice to the other Party, to examine or
        inspect  the  books  and  records  of the other  Party  relating  to the
        performance of this Agreement.  Such  inspections  shall be conducted at
        the  office  of the Party  being  audited.  Each  Party  shall  bear the
        expenses of  conducting  an  inspection  of the other  Party's books and
        records.  A Party's  examination  of the other Party's books and records
        may be conducted only during the other Party's normal  business hours or
        at any other  reasonable  time to which the other Party may consent.  An
        inspection  shall be  performed  in a manner that does not  unreasonably
        disrupt  the  other  Party's  normal  business  operations.   The  Party
        conducting an inspection  may make and take away copies of any or all of
        the other Party's books and records being examined.
<PAGE>

23.     NOTICES.  Except as otherwise  provided in this Agreement,  all notices,
        requests,  and other  communications  from one Party to the other  under
        this Agreement must be in writing and sent by facsimile, certified mail,
        overnight  mail, or courier or delivered in person,  in any case prepaid
        by the notifying Party, and must be addressed as follows:

          IF TO ACE:                         IF TO COMPANY:
          Ace Cash Express, Inc.             Travelers Express Company, Inc.
          Attention: President               Attention: General Mana
          1231 Greenway Drive, Suite 800     1550 Utica Avenue South
          Irving, Texas 75038                Minneapolis, Minnesota 55416
          Facsimile: (972) 582-1430          Facsimile: (612) 591-3325

          Copy to: Richard A. Tulli, Esq.    Copies to:
          Gardere & Wynne, L.L.P             Contracts Administration
          1601 Elm Street, Suite 3000        Facsimile: (612) 591-3399
          Dallas, TX 75201                   and
          Facsimile: (214) 999-4667          Chief Legal Counsel
                                             Facsimile: (612) 591-3859

         A Party may  change its  address  for this  purpose  by giving  written
         notice  of that  change  to the  other  Party in  accordance  with this
         Section  23.  Each  notice,  request,  or other  communication  sent or
         delivered as provided  above in this  Section 23 will be deemed  given,
         received,  and effective on the date of actual  receipt (or refusal) by
         the addressee.

24.     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  hereunder  without the prior
        written consent of the other Party,  except that (i) the consent 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 is not a competitor of the nonassigning  Party,
        and (ii)  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  such  transaction  will  render  the
        assigning  Party  incapable of  performing  its  obligations  under this
        Agreement  or result in  ownership  or  control by a  competitor  of the
        non-assigning  Party.  Notwithstanding  the  foregoing,  nothing in this
        Agreement  prohibits the  assignment of a Party's right to receive Sales
        Proceeds or other  amounts due under this  Agreement or Ace's grant of a
        security  interest or lien in its rights as permitted by this  Agreement
        to its secured creditors.  Any purported assignment in violation of this
        Section 24 is void and ineffective.

25.     INTERPRETATION  AND  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  where
        otherwise stated or the context otherwise requires:



<PAGE>


         a.       "business  day" or  "banking  day"  means any  Monday  through
                  Friday,  excluding  any such day on which the Federal  Reserve
                  Bank of Minneapolis is authorized to be closed;

         b.       "including"   or  "include"  does  not  denote  or  imply  any
                  limitation;

         c.       "Person" means any individual;  any corporation,  partnership,
                  limited liability company, association, or other entity of any
                  kind; or any government or governmental agency or authority;

         d.       "Section" refers to a Section of this Agreement; and

         e.       each Exhibit is an integral part of this Agreement.

26.     MISCELLANEOUS. This Agreement, together with its Exhibits, is the entire
        agreement  between  the Parties  relating to the subject  matter of this
        Agreement.  This  Agreement  can be amended or changed only by a writing
        signed by the Parties.  Section headings are not part of this Agreement.
        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. 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.

27.     GOVERNING  LAW.  TEXAS 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.

28.     SIGNATURE DATE. This Agreement is signed by the Parties on June 30, 2000
        (the "Signature Date").
<PAGE>


SIGNATURES

ACE:                                       COMPANY:
ACE CASH EXPRESS, INC.                     TRAVELERS EXPRESS COMPANY, INC.


By:/s/ Jay B. Shipowitz                     By:   /s/ Michael Berry
------------------------------------        ------------------------------------
Name:  Jay B. Shipowitz                     Name:   Michael Berry
------------------------------------        ------------------------------------
Title: President                            Title:  VP-GM
------------------------------------        ------------------------------------




                                           MONEYGRAM  PAYMENT SYSTEMS,  INC.

                                           By: /s/ Michael Berry
                                           -------------------------------------
                                           Name:  Michael Berry
                                           -------------------------------------
                                           Title: VP-GM
                                           -------------------------------------

<PAGE>



                      EXHIBIT A TO MONEY TRANSFER AGREEMENT

                            Payments and Commissions



1.       PAYMENT.  Company is paying Ace the amount of $989,400 on the Signature
         Date by wire transfer of funds to an account designated by Ace.

2.       INCENTIVE BONUS.

         a.       Amount  and  Payment.   Company   shall  pay  Ace  during  the
                  effectiveness  of this Agreement  until the Stated  Expiration
                  Date (but not during the term of any  extension in  accordance
                  with  Section  18.a) a  total  of  $12,446,772.24  ("Incentive
                  Bonus").   The   Incentive   Bonus  shall  be  paid  in  equal
                  installments of $148,175.86 (without any interest) monthly, on
                  the  first  day  of  each  calendar  month  beginning  on  the
                  Effective  Date,  by wire  transfer  of  funds  to an  account
                  designated by Ace. The amounts of the Incentive  Bonus paid to
                  Ace shall  not be  refundable  (in whole or in part),  but the
                  Incentive Bonus, and the corresponding  installments  thereof,
                  will be subject to reduction in accordance  with paragraph 2.b
                  of this  Exhibit A. The  Incentive  Bonus  relates only to the
                  Locations,  and not to any location  owned and operated by any
                  franchisee   of  Ace  or  any   franchisee  of  any  of  Ace's
                  subsidiaries.

         b.       Incentive  Bonus  Reduction.  If the Incentive Bonus Reduction
                  Event (as defined  below) occurs before the Stated  Expiration
                  Date, the amount of each subsequent monthly installment of the
                  Incentive  Bonus shall be reduced to the  Prorata  Installment
                  Amount. After the Incentive Bonus Reduction Event occurs, upon
                  each  occurrence of a Subsequent  Reduction  Event (as defined
                  below), the amount of each subsequent  monthly  installment of
                  the   Incentive   Bonus   shall  be  reduced  to  the  Prorata
                  Installment  Amount.  In this  Agreement,  the following terms
                  shall have the respective meanings indicated:

                  (i)      "Incentive Bonus Reduction Event": The initial
                           occurrence of a Net Location Reduction in excess of *
                           % of the total number of the Effective Date
                           Locations.

                  (ii)     "Effective Date Locations": The Locations opened and
                           operating on the Effective Date.

                  (iii)    "Net Location Reduction": The excess of (A) the total
                           number of the Effective Date Locations closed or sold
                           by Ace after the Effective  Date,  over (B) the total


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

*  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>

                           number  of  the  Acquired  MoneyGram   Locations  (as
                           defined in paragraph  3.a of this Exhibit A) acquired
                           by Ace after the Effective Date.

                  (iv)     "Subsequent   Reduction   Event":   A  Net   Location
                           Reduction,  after  (and after  giving  effect to) the
                           occurrence of the Incentive  Bonus  Reduction  Event,
                           equal to at least * percent  of the  total  number of
                           the Effective Date Locations.

                  (v)      "Prorata   Installment   Amount":   That  portion  of
                           $148,175.86  which is  equal to the  ratio of (A) the
                           number  of  Locations  at which  the  Money  Transfer
                           Services  are then offered at the  conclusion  of the
                           Incentive  Bonus  Reduction  Event  or  a  Subsequent
                           Reduction  Event,  to (B)  the  total  number  of the
                           Effective Date Locations.

3.       NEW LOCATION BONUS.

        a.         Definitions. In this Agreement, the following terms shall
                   have the respective meanings indicated:


                  (i)      "De Novo  Location":  Any  Location  constructed  and
                           furnished by Ace on or after the Effective Date at or
                           from which no money transfer services  (including the
                           Money Transfer Services) were offered by the previous
                           occupant (if any) of that Location.

                  (ii)     "Acquired Competitive  Location": A Location that Ace
                           has  purchased or  otherwise  acquired  directly,  or
                           indirectly  through the  purchase or  acquisition  of
                           securities  in  any  manner   (including  by  merger,
                           consolidation, or share exchange), at or from which a
                           money  transfer  service  competitive  with the Money
                           Transfer  Services  was  offered  immediately  before
                           Ace's acquisition.

                  (iii)    "Acquired MoneyGram Location":  Any Location that Ace
                           has  purchased or  otherwise  acquired  directly,  or
                           indirectly   by  the  purchase  or   acquisition   of
                           securities  in  any  manner   (including  by  merger,
                           consolidation,  or share exchange),  at or from which
                           Money  Transfer  Services  were  offered  immediately
                           before Ace's acquisition.

                   (iv)    "Acquired   Location":   Collectively,   an  Acquired
                           Competitive   Location  or  an   Acquired   MoneyGram
                           Location.


                   (v)     "Grandfathered  Location":  Any Acquired  Competitive
                           Location  at which  Ace  begins  to offer  the  Money
                           Transfer  Services  at any time from (and  including)
                           January 1, 2000 through December 31, 2000.


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

*  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>


                  (vi)     "Unmanned  Location":  Any De Novo Location  which is
                           not operated on a regular basis by on-site  personnel
                           of Ace and at which the Money  Transfer  Services are
                           offered  solely  through a  check-cashing  machine or
                           other automated or customer-operated equipment.

        b.         New Location Bonus. For each De Novo Location (other than an
                   Unmanned Location) opened by Ace and each Acquired
                   Competitive Location acquired by Ace on or after the
                   Effective Date at which the Money Transfer Services are
                   offered, Company shall pay Ace the amount of $10,000 ("New
                   Location Bonus"). The New Location Bonus shall be paid within
                   30 days after Ace first offers the Money Transfer Services at
                   that De Novo Location (other than an Unmanned Location) or
                   the Acquired Competitive Location, as the case may be, in
                   accordance with the standard operating procedures established
                   by the Parties for beginning to offer Money Transfer Services
                   at a De Novo Location or an Acquired Location. For each De
                   Novo Location that is an Unmanned Location, Company shall pay
                   Ace a New Location Bonus only if the number of Money Transfer
                   Service transactions conducted at that Unmanned Location
                   equals or exceeds 120 in a calendar month for any three
                   calendar months during any six consecutive calendar month
                   period (the "Threshold"). In this circumstance, the New
                   Location Bonus shall be paid within 30 days after the
                   Threshold is met. A New Location Bonus shall only be payable
                   regarding a Bonus Location, and not regarding any Acquired
                   MoneyGram Location or any Location (including any
                   Grandfathered Location) that was open and operating before
                   the Effective Date. A New Location Bonus shall be payable on
                   a pro rata basis for any Bonus Location opened or acquired by
                   Ace after the Stated Expiration Date; for this purpose, the
                   pro rata amount of the New Location Bonus shall be as
                   follows:

                           ($10,000/84)  times  the  number  of full or  partial
                           calendar months  remaining from the date on which the
                           Bonus  Location  is opened or  acquired  through  the
                           expiration  of the  extended  term of this  Agreement
                           under Section 18.a after the Stated Expiration Date.


         c.       Unmanned  Location Bonus. For each Unmanned Location opened by
                  Ace on or after the Effective Date at which the Money Transfer
                  Services  are  offered,  Company  shall pay Ace the  amount of
                  $1,000  ("Unmanned  Location  Bonus").  The Unmanned  Location
                  Bonus shall be paid within 30 days after Ace first  offers the
                  Money Transfer Services at the Unmanned Location. The Unmanned
                  Location  Bonus paid to Ace for an Unmanned  Location shall be
                  credited  against any New Location Bonus that becomes  payable
                  to Ace for that Unmanned Location.

         d.       Bonus  Payments.  Each New  Location  Bonus and each  Unmanned
                  Location  Bonus  shall  be paid by ACH  credit  to an  account
                  designated  by Ace. No Unmanned  Location  Bonus or, except as
                  described  in  paragraph  3.e of this  Exhibit A, New Location
                  Bonus shall be refundable (in whole or in part).


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

*  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.       Closed Bonus Locations.  As of the Stated Expiration Date, the
                  Parties will determine the number of Bonus  Locations that Ace
                  has closed or sold before the Stated  Expiration  Date. If the
                  number  of  closed or sold  Bonus  Locations  exceeds a number
                  equal  to * % of the  total  number  of Bonus  Locations,  the
                  following  provisions of this  paragraph 3.e shall apply:  For
                  each Bonus  Location  that is closed or sold by Ace before the
                  Stated Expiration Date, either:

                  (i)      Ace shall  repay to Company  that  portion of the New
                           Location  Bonus which is equal to the ratio of (A) 84
                           less the  number of full or partial  months  that the
                           Money  Transfer  Services  were offered at that Bonus
                           Location to (B) 84; or

                  (ii)     that  Bonus  Location  shall be deemed to be open and
                           offering  Money  Transfer   Services  at  the  Stated
                           Expiration  Date for the purpose of  calculating  the
                           extension  of the term of this  Agreement  after  the
                           Stated  Expiration  Date under Section 18.a, with the
                           remaining  term for that Bonus  Location being deemed
                           equal  to 84 less  the  number  of full  and  partial
                           months that the Money Transfer  Services were offered
                           at that Bonus Location.

                  Ace's  repayment of a portion of the New Location  Bonus for a
                  closed  or  sold  Bonus  Location  under  clause  (i) of  this
                  paragraph 3.e, if it so chooses,  shall be made within 30 days
                  after  the  Stated  Expiration  Date  by ACH  credit  or  wire
                  transfer to an account designated by Company.

         f.       Relocated Locations. Ace may from time to time relocate one or
                  more existing or previously existing Locations,  including any
                  Bonus Location.  Any such relocation will not constitute or be
                  considered the opening of a De Novo Location,  the acquisition
                  of an  Acquired  Location,  or the  closing or sale of a Bonus
                  Location   under  this   Agreement.   For  this   purpose,   a
                  "relocation"  of a Location  is Ace's  closing of an  existing
                  Location followed by the opening of a Location constructed and
                  furnished by Ace (at or from which no money transfer  services
                  were  offered  by the  previous  occupant,  if any)  within  a
                  two-mile  radius of the closed  Location and within six months
                  after the closing of the Location.

4.       COMMISSIONS TO ACE.

         a.       Locations  other  than De Novo  Locations.  Upon and after the
                  Effective   Date,   Company   shall  pay  Ace  the   following
                  commissions for Money Transfer Services transactions at all of
                  the  Locations  (other  than De Novo  Locations)  at which the
                  Money Transfer Services are offered:



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

*  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>



                   (i)     An amount equal to * % of the applicable Consumer Fee
                           for each Transfer Send transaction; and

                   (ii)    an amount equal to * % of the applicable Consumer Fee
                           for each Transfer Receive transaction.

         b.       De Novo Locations.  Upon and after the Effective Date, Company
                  shall  pay  Ace  commissions   for  Money  Transfer   Services
                  transactions  at all of the De Novo  Locations  at  which  the
                  Money Transfer  Services are offered,  depending upon the time
                  during which the Money  Transfer  Services are offered at that
                  De Novo Location, as follows:

                  (i)      During  the first  year in which  the Money  Transfer
                           Services  are  offered  at the De Novo  Location,  an
                           amount equal to * of the applicable  Consumer Fee for
                           each  Transfer   Send  and  each   Transfer   Receive
                           transaction.

                  (ii)     During  the second  year in which the Money  Transfer
                           Services  are  offered  at the De Novo  Location,  an
                           amount equal to * of the applicable  Consumer Fee for
                           each  Transfer   Send  and  each   Transfer   Receive
                           transaction.

                  (iii)    Thereafter,  an amount  equal to * of the  applicable
                           Consumer Fee for each Transfer Send and each Transfer
                           Receive transaction.

                  For the purpose of this  paragraph 4.b, the "first year" shall
                  be (A) the  12-consecutive-calendar-month  period beginning on
                  the  first  day of the  calendar  month  in  which  the  Money
                  Transfer Services are first offered at a De Novo Location,  if
                  the Money  Transfer  Services are first offered at the De Novo
                  Location on or before the 15th day of the calendar  month,  or
                  (B) the 12-consecutive-calendar-month  period beginning on the
                  first day of the  calendar  month  immediately  following  the
                  calendar month in which the Money Transfer  Services are first
                  offered at a De Novo Location,  if the Money Transfer Services
                  are first offered at the De Novo  Location  after the 15th day
                  of the  calendar  month;  and the  "second  year" shall be the
                  12-consecutive-calendar-month period immediately following the
                  expiration of the first year.

         c.       Promotional  Pricing.  Ace may (but is not  required to) cause
                  the  Locations  within the market  area(s) in which Company is
                  conducting a price  promotion for Money  Transfer  Services to
                  participate in such price promotion.  Ace understands that, if
                  the Locations do participate,  price  promotions may result in
                  reduced  commissions  (unless the Parties otherwise agree). If
                  Ace elects not to have any  Locations  participate  in a price
                  promotion, the commissions payable to Ace under this Agreement
                  shall not be affected.




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

*  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.       *

         e.       *

         f.       *

         g.       *

































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

*  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 TO MONEY TRANSFER AGREEMENT

                           ACH Authorization Agreement


1.       Ace hereby  authorizes  Company to initiate  Automatic  Clearing  House
         ("ACH") debit and credit entries to the account specified below,  which
         is the Trust  Account  under the  Agreement.  Such ACH debit and credit
         entries shall be in accordance with the Agreement,  this Authorization,
         and the applicable  rules relating to corporate trade payments  entries
         of the National  Automated  Clearing House  Association and its related
         member associations.

2.       Ace  warrants  that  the  signatures  below  are all of the  signatures
         necessary  to make this  Authorization  effective as to debit or credit
         entries to the Trust Account. Ace will continue to maintain the account
         as the Trust Account while this  Authorization is in effect,  except to
         the extent  permitted  by Section 12.  Neither Ace nor Company  will be
         liable  for  any  act or  omission  of any  automated  clearing  house,
         depository,  or other  financial  institution  initiating  or otherwise
         having or conducting transactions with the account.

3.       Ace may terminate this Authorization by notice to Company in accordance
         with the Agreement. This Authorization shall remain in effect, however,
         as to all ACH  debit  or  credit  entries  which  occurred  before  the
         effective date of termination.


          *
--------------------------------------------------------------------------------
------------------------------------------------------------
DEPOSITORY NAME AND ADDRESS

          *                                  *
         ------------------------------     ------------------------------
         TRANSIT/ABA NUMBER                 ACCOUNT NUMBER

         Ace Cash Express, Inc.
         ------------------------------     ------------------------------

         *                                  *
         ------------------------------     ------------------------------
         EXACT NAME OF THE ACCOUNT          AGENT'S TELEPHONE


          /s/ Jay Shipowitz, President      /s/ Debra A. Bradford, CFO
         ------------------------------     ------------------------------
         SIGNATURE                          SIGNATURE

          Jay Shipowitz, President          Debra A. Bradford, CFO
         ------------------------------     ------------------------------
         PRINTED NAME AND TITLE             PRINTED NAME AND TITLE

                                            June   30, 2000
                                            ------------------------------
                                            DATE


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

*  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 C TO MONEY TRANSFER AGREEMENT

                            Confidentiality Agreement



1.      CONFIDENTIAL INFORMATION.  During the effectiveness of this Agreement, a
        Party may  disclose  trade  secrets  and  confidential  and  proprietary
        information and materials,  including  information  about its customers,
        businesses, third-party relationships, and intellectual property, to the
        other Party;  that  disclosure may be made in part by granting the other
        Party access to books and records in accordance  with Section 22. All of
        this information is "Confidential  Information" of the disclosing Party,
        except as specifically excluded below.

2.      RESTRICTIONS ON USE OR DISCLOSURE. A Party shall not use or disclose any
        Confidential  Information  of the other  Party  except as  necessary  or
        appropriate  to perform,  implement,  or exercise (or defend)  rights or
        remedies under this Agreement.

3.      INFORMATION  EXCLUDED.  A Party need not treat any of the  following  as
        Confidential Information of the other Party under this Agreement:

         a.       Information   which  is  or  becomes  publicly   available  or
                  available in the industry or is in the  possession  of a third
                  party without any violation of this Agreement.

         b.       Information  which the  Party  can show was in its  possession
                  prior to receipt from the other Party.

         c.       Information  which is received by the Party from a third party
                  without (to the  knowledge  of that Party) any  obligation  of
                  confidentiality to the other Party.

4.      COURT  ORDERS,  SUBPOENAS  AND  OTHER  LEGAL  REQUIREMENTS.  A Party may
        disclose  the  other  Party's  Confidential  Information  to the  extent
        required by court order or subpoena,  without  violating this Agreement;
        in this  circumstance,  the Party  required to disclose  must notify the
        other  Party  immediately  and, at the  reasonable  request of the other
        Party,  cooperate in any lawful  effort to contest the subpoena or other
        legal process or to limit the scope of the disclosure. In addition, if a



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

*  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>



        Party  reasonably  believes that (based on advice of counsel) it has any
        other legal obligation to disclose Confidential Information of the other
        Party, then the disclosure may be made, to the extent required,  without
        the consent of the other Party.

5.      PRESS RELEASE. The Parties may, on or promptly after the Signature Date,
        jointly  prepare and make a press release or public  announcement  about
        their entering into this  Agreement.  Neither Party may (unless  legally
        required) make any other press release or public announcement about this
        Agreement without the prior consent of the other Party (which may not be
        unreasonably withheld or delayed).

6.      MATERIALS.  Materials in any medium containing Confidential Information,
        whether  furnished to a Party by the other Party or prepared by a Party,
        are the sole  property of the Party whose  Confidential  Information  is
        contained in the materials and must be kept  confidential  in accordance
        with this Agreement,  and must be delivered to the owning Party upon its
        request and, in any event,  upon the  expiration or  termination of this
        Agreement.

7.      REMEDIES.  A Party's  breach of the  provisions of this  Confidentiality
        Agreement  may cause  irreparable  harm to the other  Party.  Each Party
        agrees that in the event of a breach or a  threatened  breach by it, the
        other Party may seek  injunctive  relief in  addition to other  remedies
        available to it.



<PAGE>


                      EXHIBIT D TO MONEY TRANSFER AGREEMENT

                               Dispute Resolution

1.      NOTICE AND CURE. Except as otherwise specified in this Agreement, in the
        event of an actual or alleged  non-payment-related  breach of or default
        under this Agreement, the nonbreaching or nondefaulting Party shall give
        the  breaching  or  defaulting  Party  written  notice of the  breach or
        default. The breaching or defaulting Party shall then have 30 days after
        that notice in which to cure the specified non-payment-related breach or
        default (unless that breach or default is not capable of being cured, in
        which case there will be no cure period).

2.      NEGOTIATION. If a Dispute (including any Dispute about any remittance or
        payment  to  or  by  a  Party  under  this  Agreement)  arises  or  if a
        non-payment-related  breach or  default  has not been  cured  within the
        30-day  cure  period  set  forth in  paragraph  1 of this  Exhibit D (if
        applicable),  a Party may submit the Dispute (which,  for the purpose of
        this and the following provisions of Exhibit D, shall include an uncured
        actual or alleged  non-payment-related  breach or default) in writing to
        the other Party in  accordance  with Section 23. Upon the other  Party's
        receipt of that notice,  the Parties agree to use their  reasonable best
        efforts to  negotiate a resolution  of the  Dispute.  If the Parties are
        unable to resolve the Dispute by agreement  within 30 days after receipt
        of that  notice,  each  Party will  promptly  designate  in writing  one
        executive   representative  to,  and  they  will  use  their  respective
        reasonable best efforts to, negotiate a resolution of the Dispute within
        ten days after the expiration of that 30-day period.

3.      MEDIATION.

        a.        If the  Parties'  representatives  are unable to  resolve  the
                  Dispute as provided above,  either Party may, by notice to the
                  other Party, require the Dispute to be submitted to nonbinding
                  mediation.

        b.        The Parties  will  attempt to agree upon and appoint a neutral
                  mediator  promptly after notice of mediation is given.  If the
                  Parties  are unable to agree upon a mediator  within five days
                  after that  notice,  either  Party may  request  the  American
                  Arbitration Association ("AAA") to appoint a neutral mediator,
                  who  will  conduct  the  mediation.   The  mediation  will  be
                  conducted,  within 15 days after the mediator is appointed, in
                  St. Louis, Missouri.

         c.       Each Party will pay its own  expenses,  and the  Parties  will
                  share  equally  the  fees and  expenses  of the  mediator,  in
                  connection with the mediation.
<PAGE>

4.      ARBITRATION.

        a.        If mediation fails to resolve the Dispute within 30 days after
                  the date of  submission,  either  Party may,  by notice to the
                  other  Party,  require the Dispute to be  submitted to binding
                  arbitration.  When filing the demand for arbitration with AAA,
                  the filing  Party shall  request the AAA to appoint a panel or
                  board of three neutral  arbitrators  who are experienced in or
                  knowledgeable about the money-order or check-cashing business.

        b.        The board of  arbitrators  shall  conduct the  arbitration  in
                  accordance  with the Commercial  Arbitration  Rules of the AAA
                  then in effect,  except as such rules may be modified  for the
                  purpose of the arbitration  proceeding by all or a majority of
                  the  arbitrators or by written  agreement of the Parties.  The
                  arbitration  shall be conducted in St.  Louis,  Missouri.  The
                  arbitrators  may,  however,   call  and  conduct  hearings  or
                  meetings  at such other  places as the Parties may agree or as
                  the arbitrators may, on the motion of a Party, determine to be
                  necessary to obtain significant testimony or evidence.

        c.        All statutes of limitations that would otherwise be applicable
                  shall apply to any arbitration hereunder. The Federal Rules of
                  Evidence and  Procedure  shall apply to the  arbitration.  The
                  arbitrators  may authorize  all forms of discovery,  including
                  depositions,  interrogatories  and document  production,  on a
                  showing of particularized need that the requested discovery is
                  likely to lead to  material  evidence  needed to  resolve  the
                  Dispute and is not excessive in scope, timing or cost.

        d.        The arbitration hearing shall be held within 30 days after the
                  appointment of the arbitrators,  unless the Parties  otherwise
                  agree. The final decision or award of the arbitrators shall be
                  rendered within 15 days after the hearing. That final decision
                  or  award  shall  be made by  unanimous  or  majority  vote or
                  consent of the  arbitrators  and shall be deemed issued at the
                  place of arbitration. The arbitrators' decision shall be based
                  upon this Agreement and applicable law.

        e.        The  final  decision  or  award  of the  arbitrators  shall be
                  binding upon the Parties,  and judgment thereon may be entered
                  in any  court  having  jurisdiction  over  one or  both of the
                  Parties or any of their respective  assets.  The Parties waive
                  any  right  they may have to apply or  appeal to any court for
                  relief from the preceding sentence or from any decision of the
                  board of  arbitrators  made,  or any  question of law arising,
                  before the final  decision  or award.  The final  decision  or
                  award may include  injunctive  relief (other than temporary or
                  provisional  relief in  response  to any actual or  threatened
                  breach of this Agreement.
<PAGE>

        f.        The  arbitrators  shall award  reasonable  attorneys' fees and
                  costs to the prevailing Party in the  arbitration.  Otherwise,
                  each Party shall bear its own  expenses,  and  one-half of the
                  fees and expenses of the  arbitrators,  in connection with the
                  arbitration proceedings.


5.      TERMINATION  AND OTHER  REMEDIES.  Except as provided in Section 18.b(i)
        through (x),  neither Party may terminate this Agreement or exercise any
        other  remedy  until  the  Parties  have  worked  through  this  dispute
        resolution procedure or one Party has failed to cooperate or perform its
        obligations  under this  Exhibit D;  however,  nothing in this Exhibit D
        prevents (i) a Party from applying to a court having jurisdiction to (A)
        enforce the dispute  resolution  procedure  in this  Exhibit D, (B) seek
        temporary or provisional  injunctive relief, in response to an actual or
        threatened  breach  of  this  Agreement  or  otherwise  so as  to  avoid
        irrevocable damage or maintain the status quo, until a final arbitration
        decision or award is rendered or the Dispute is otherwise  resolved,  or
        (C)  challenge  or vacate any final  arbitration  decision or award that
        does not comply with this dispute resolution procedure, as may have been
        modified by the Parties' agreement (if applicable),  or (ii) the Parties
        from resolving any Dispute by written agreement.