AMENDED AND RESTATED NONEXCLUSIVE SERVICING
                          AND INDEMNIFICATION AGREEMENT

         This AMENDED AND RESTATED NONEXCLUSIVE SERVICING AND INDEMNIFICATION
AGREEMENT (the "Agreement"), dated June 14, 2002, is by and between County Bank,
a Delaware banking corporation (the "Lender"), with its principal office at 4299
Highway One, Rehoboth Beach, Delaware 19971, and Dollar Financial Group, Inc., a
corporation organized and existing under the laws of the State of New York, with
its principal office at 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288
(the "Servicer").
                                    RECITALS
         WHEREAS, The parties previously entered into a Nonexclusive Servicing
and Indemnification Agreement dated as of June 10, 2002; and
         WHEREAS, The parties desire to amend and restate their agreement in its
entirety, with retroactive effect to June 10, 2002; and
         WHEREAS, Servicer has the established capability to provide loan
marketing, processing, servicing, administrative, collection and related
services; and
         WHEREAS, Servicer has an established business presence and customer
base in the markets in which it operates;  and WHEREAS,  Lender  desires to
make the  short  term  loans  for  personal,  family or  household  purposes  to
consumers referred to it by Servicer(each a "Loan and collectively "Loans"); and
         WHEREAS, Lender has an established program for the making of Loans; and
         WHEREAS, Lender wishes to obtain from Servicer marketing, processing,
servicing, administrative, collection and related services upon the terms and
conditions hereinafter set forth; and
         WHEREAS, Lender and Servicer have entered into the [****] and a backup
servicing agreement for their mutual benefit;
        NOW THEREFORE, in consideration for the mutual covenants, agreements and
promises herein contained, IT IS HEREBY AGREED BY
THE PARTIES HERETO AS FOLLOWS:
                                   Article I
                                   DEFINITIONS
Section 1.01    Definitions. Unless otherwise defined herein, terms herein shall
 have the following meanings:
-----------------------------
(a)      "Borrower" means the debtor on any Loan.
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<PAGE>


(b)      "Business  Day" means any day on which  Lender is open to the  general
          public  for the  conduct of the  general  business  of banking.
(c)      "[****] Bonus" has the meaning ascribed to it in Section 2.04(a)of this
          Agreement.
(d)      "Disbursement Account" has the meaning ascribed to it in Section
          2.06(b) of this Agreement.
(e)      "Effective Date" has the meaning ascribed to it in Section 4.05 of the
          Agreement.
(f)      "[****] Bonus" has the meaning ascribed to it in Section 2.03(j)of this
          Agreement.
(g)      "Finance  Charge(s)"  means  the finance  charge,  exclusive  of other
          costs, penalties  and  charges,  which is  charged  to  a Borrower in
          connection with a Loan.
(h)      "[****] Account" has the meaning ascribed to  it in Section 2.03(c) of
          this Agreement.
(i)      "Lender's Money Market Rate" means an amount equal to the amount paid
          by Lender on sums held in its standard money market account, available
          to the general public.
(j)      "[****]" means the agreement of the same title by and between Lender
          and Servicer of even date, which is attached as Exhibit B hereto and
          which is deemed to be a part of this Agreement.
(k)      "Loan" has the meaning ascribed to it in the third recital above.
(l)      "Loan Documents" means all documents and instruments evidencing the
          Loans, including, but not limited to, the application and any
          disclosures made in connection with the application or the Loan.
(m)      "NSF Fees" means fees charged to a Borrower in connection with any
          payment item dishonored and returned to Servicer or Lender for reason
          of insufficient funds in the account drawn upon.
(n)      "Operating Account" has the meaning ascribed to it in Section 2.01(e)of
          this Agreement.
(o)      [****].
(p)      "Servicer's Compensation" has the meaning ascribed to it in Section
          2.02(a) of this Agreement.
(q)      "Servicing Fee" has the meaning ascribed to it in Section 2.02(a) of
          this Agreement.
(r)      "Servicing Month" means a period from and including the 11th calendar
          day of any month through and including the 10th calendar day of the
          succeeding month.


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<PAGE>

(s)      "Software License" means the Non-Exclusive License by and between
          Lender and Servicer to be hereafter entered into by the parties as set
          forth in Section 3.04(c).
(t)      "Survival Date" means the date one year from the termination of this
          Agreement.
                                   Article II
                          SERVICING AND ADMINISTRATION
                      Section 2.01 Duties of the Servicer.
                    ----------------------------------------
(a) Servicer agrees to market, process, service, administer and collect Loans in
accordance with Lender's written Loan policies and procedures.  In addition,  to
the extent not otherwise  provided by such written Loan policies and  procedures
or this Agreement,  Servicer agrees to market, process, service,  administer and
collect Loans in accordance with [****],  exactly in the form attached hereto as
Exhibit  A,  except  that the  number  and  terms of Loan  refinancing  shall be
governed by [****].  Servicer  agrees to perform all of its activities for or on
behalf  of  Lender  contemplated  by this  Agreement  in a  fiduciary  capacity.
Servicer  may,  without  being  relieved  of any of its  obligations  hereunder,
delegate  any of its duties  hereunder  to a direct or  indirect  subsidiary  of
Servicer. In addition,  Servicer shall cause each direct and indirect subsidiary
of  Servicer  to perform  the  duties and  obligations  of  Servicer  under this
Agreement,  including  without  limitation  the  indemnification  obligations of
Servicer.
(b) [****].
(c) Pursuant to credit granting  standards,  policies and procedures  adopted by
Lender and provided to Servicer,  all  applications for Loans shall be processed
by Servicer  for Lender,  as  described  hereunder.  Servicer  shall  accept all
applications  from customers for  transmission to Lender.  Servicer shall advise
Lender  of its  belief as to  whether  or not an  application  is  complete,  as
required under Lender's credit granting standards.  The application,  as well as
Servicer's  preliminary  assessment  of  completeness,   shall  be  communicated
electronically by Servicer to Lender by any means acceptable to Lender.
(d)  Pursuant  to  policies  and  procedures  adopted by Lender and  provided to
Servicer,  Servicer  shall  market the Loans on behalf of Lender,  as  described
hereunder.  Servicer shall undertake,  through such means as it reasonably deems
necessary and advisable and at its own expense,  to make the public aware of the
availability of the Loans and the pertinent aspects thereof. Notwithstanding the
above,  Servicer  agrees that it shall not market  Loans in any manner or by any
media directed to [****].  All marketing or  solicitation  materials,  including
commercials or advertisements for use in both broadcast and print media, signage
and the like, in which Lender's name or trade names shall be used in conjunction
with the Loans,  shall be  submitted  to and  approved by Lender prior to use of
such marketing or solicitation materials;  Servicer's submission to Lender shall
include a statement of the proposed  geographic  distribution of such materials.
Lender agrees not unreasonably to withhold or delay such approval; such approval
shall be deemed to have  been  granted  if  Lender  retains  any such  materials
without  objection  for five (5)  Business  Days  following  receipt  thereof by
Lender, and any objection by Lender shall set forth with particularity the basis
of Lender's  refusal to approve such material  along with Lender's  requests for
changes  to such  material  in  order  to  render  it  compliant  with  Lender's
requirements.  Servicer shall ensure that all such marketing and  administrative


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<PAGE>

efforts shall be in full compliance with applicable law and applicable  policies
of Lender.  In  connection  with its marketing  and  administrative  activities,
Servicer  shall  make  available  to  potential  customers  all such  forms  and
documents as are  necessary  to make  application  for a Loan,  in such form and
manner as are prescribed under the policies and procedures adopted by Lender.
(e)  Pursuant  to  policies  and  procedures  adopted by Lender and  provided to
Servicer,  all Loans  shall be serviced by  Servicer  for Lender,  as  described
hereunder.  Servicer shall open one or more deposit accounts (collectively,  the
"Operating  Account") with Lender (or one or more other  financial  institutions
reasonably  acceptable to Lender and in Lender's name and for which all periodic
statements are to be mailed directly to Lender),  into which all payments on the
Loans are to be deposited.  Servicer shall receive or deposit into the Operating
Account  all amounts as the same are paid in  connection  with or arising out of
the Loans and Loan Documents whether as principal,  interest,  fees or otherwise
and on a daily basis shall  transfer to Lender from the  Operating  Account such
amounts as are due in accordance with this Agreement.
(f)  Pursuant  to  policies  and  procedures  adopted by Lender and  provided to
Servicer,  Servicer  shall provide  administrative  services with respect to the
Loans on behalf  of  Lender,  as  described  hereunder.  Servicer  shall  retain
possession  of all Loan  Documents,  which  shall  remain the sole  property  of
Lender,  on behalf of Lender or as directed by Lender.  True and complete copies
of all Loan  Documents  shall be  delivered  by Servicer  to Lender  promptly on
request of Lender at Servicer's  expense.  Servicer shall keep full and complete
records and accounts of all transactions  with respect to the Loans,  including,
but not limited to,  disbursements  from and payments into the Operating Account
and all  collections  received  on account of the Loans.  At  Lender's  request,
Servicer  shall  provide  to  Lender  all  information  in  connection  with the
disbursements  of Loan proceeds,  the receipt of Loan  payments,  and such other
information  maintained  by Servicer  pursuant to this  Agreement  as Lender may
request. In addition,  Servicer shall maintain all such other administrative and
record-keeping  services  as are  necessary  to carry out the  purposes  of this
Agreement and as are prescribed under the policies and procedures adopted by the
Lender.
(g) In the event a Borrower  fails to pay any sums in accordance  with the terms
of a Loan and the Loan  Documents,  Servicer,  as servicer  of the Loans,  shall
attempt  to collect  such sums in  Lender's  name in  accordance  with  Lender's
written  collection policy and procedures,  unless Lender has determined to have
collections  conducted by a third party. All amounts  collected shall be held by
Servicer  as  fiduciary  for  Lender.  Should  Lender  enter  into  one or  more
agreements with debt collection agencies for the collection of delinquent Loans,
Servicer shall cooperate with Lender and such debt collection agencies to effect
the prompt collection of such delinquent Loans.
(h)  Servicer,  on behalf of Lender and in Lender's  name,  place and stead,  as
servicer of the Loans, [****], may institute such arbitration proceedings as are
authorized by the Loan Documents and Lender's  collection  policy and procedures
and reasonably  deemed by Servicer to be necessary or appropriate to collect the


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<PAGE>

Loans, to enforce the Loan Documents and to protect the rights of Lender. Lender
agrees  reasonably to cooperate with Servicer in such collection and enforcement
proceedings; provided, however, [****].
(i) Upon any  failure to meet the  condition  imposed  by  Section  2.08 of this
Agreement,  Lender may  immediately  terminate its  obligation to fund new Loans
pursuant to this Agreement and shall provide  prompt notice of such  termination
to  Servicer.  Servicer  shall  continue  to service  all  outstanding  Loans as
provided in this  Agreement and, when all such Loans have been repaid or charged
off, upon request of Lender,  forward all Loan Documents  relating to such Loans
in its  possession  to Lender.  Lender  agrees  that upon  delivery of such Loan
Documents to Lender or Lender's  designee,  Servicer  shall be released from and
have no further  rights or duties  with  regard to the  servicing  of such Loans
pursuant to this Section 2.01 of this Agreement.
(j) Lender  shall not be liable for any error of judgment by Servicer or for any
action taken or omitted to be taken by Servicer in connection  with the services
provided by Servicer under this Agreement.
(k)  Lender  authorizes  Servicer  to use the name and trade  names of Lender in
connection  with the  performance  of its duties under this Agreement and in the
marketing of the Loans.  Lender acknowledges that Servicer may use the CASH 'TIL
PAYDAY(R)  mark in connection  with the marketing of Loans and that Servicer may
also use such mark in  connection  with the  marketing  extensions  of credit by
Servicer and third  parties.  As a condition  of use of such mark,  Servicer has
delivered to Lender  [****],  receipt and  acceptance of which [****] are hereby
acknowledged.
(l)  Servicer,  when  performing  its  duties  hereunder,  shall be  acting as a
fiduciary for and on account of the interests of Lender.

                           Section 2.02 Compensation.
(a) As sole compensation for its activities under this Agreement, Servicer shall
receive the Servicing Fee, the [****] Bonus and the [****] Bonus,  calculated in
accordance  with the terms and  conditions of this  Agreement  (the  "Servicer's
Compensation").  Servicer's  servicing fee shall equal the sum of (i) [****] and
(ii) all  [****]  (together,  the  "Servicing  Fee")  and shall be  remitted  to
Servicer on a daily basis.
(b) Except as otherwise specifically agreed to in writing by the parties hereto,
Servicer  shall pay all  expenses  incurred in  connection  with its  activities
hereunder,   including  any  fees  or  expense   reimbursement  payable  to  any
subcontractor or subservicer under any agreement  entered into by Servicer,  and
shall not be entitled  hereunder to any payment or reimbursement  therefor other
than the Servicer's Compensation.
(c) Lender shall  generate a report of payments due to Servicer  within five (5)
Business Days of the last Business Day of each Servicing  Month and shall submit
such  report  electronically,  via  e-mail,  facsimile,  or  similar  means,  to
Servicer.   Servicer   shall  review  such  report  and  shall  notify   Lender,
electronically or in writing, of its agreement with the accuracy of the contents
of such report or its disagreement  thereto.  Lender and Servicer shall make all
reasonable  efforts  to  resolve  any  disagreement  as to the  accuracy  of the


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<PAGE>

contents of the report of payments due to Servicer.  The  resolution of any such
disagreement  shall  not be a  condition  of  Lender's  obligation  to  pay  the
undisputed amounts due Servicer hereunder.
(d) Payment of the Servicing  Fee and all other sums due Servicer  shall be made
on the due date thereof by credit of  immediately  available  funds to a deposit
account of Servicer maintained with Lender.
(e)  Notwithstanding  any  contrary  provision of this  Agreement,  any Borrower
introduced  by Servicer who is  identified  by Servicer as being  entitled to an
"Account Credit" (as defined in the Stipulation of Settlement dated December 28,
1999, as amended by the  Corrigenda  dated May 30, 2000, in a certain  action in
the United States District Court for the Central District of California entitled
Phanco v. Dollar Financial Group, Inc., Docket No. CV 99-01281 GHK [RZx]), shall
be entitled to receive such Account  Credit by a direct payment from Servicer to
the Borrower.  There shall be no adjustment to Servicer's compensation hereunder
as a  result  of any such  payment  made by  Servicer,  nor  shall  there be any
reduction  of the  Finance  Charge  received  by  Lender as a result of any such
payment.

                 Section 2.03 [****] and ExpenseReimbursement.
(a) [****].
(b) Servicer's liability [****], shall be limited to [****].
(c) [****].
(d) Servicer hereby grants Lender a security  interest in the [****],  including
any interest that accrues  thereon,  as security for [****].  In connection with
the foregoing grant,  Servicer  acknowledges that Lender shall be deemed to have
control  of, and a  perfected  security  interest  in, the  [****]  pursuant  to
Sections 9-314(a) and 9-104 of the Delaware Uniform Commercial Code.
(e) [****].
(f) Lender shall properly document all amounts [****] and provide copies thereof
to Servicer within five (5) Business Days of the last day of each month.
(g) [****].
(h) [****].
(i) [****].
(j) [****] Lender  shall,  on a monthly  basis,  release to Servicer all amounts
[****] as determined on the 25th day of each month, [****] (as so computed,  the
"[****] Bonus"),  which payment shall be made by the fifth (5th) Business Day of
the following month.
(k) [****].
(l) The [****]  obligation  provided  hereunder  shall be indefinite in term and
shall survive the termination of this Agreement pursuant to Article IV hereof.

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<PAGE>

                           Section 2.04 [****]Bonus.
(a) In respect of any  Servicing  Month,  Servicer's  "[****]Bonus"  shall be an
amount equal to [****].
(b)  Notwithstanding  that such  [****]Bonus  shall be fully earned,  Lender may
elect to defer  payment of a portion of such earned and accrued  [****]Bonus  in
respect of any Servicing  Month so that,  after giving effect to such  deferral,
the  cumulative  deferred  [****]  Bonus  equals  [****].  To the  extent not so
deferred by Lender,  Lender  shall pay the [****] Bonus to Servicer on the fifth
Business Day of the following  Servicing Month. The obligation of Lender to make
such payment shall survive the termination of this Agreement for any reason, and
Lender may continue to defer payment to Servicer to the extent  herein  provided
notwithstanding any termination of this Agreement for any reason.
(c)  Notwithstanding  anything  herein to the contrary,  any amount  deferred by
Lender and not paid to  Servicer  pursuant to Section  2.04(b)  shall be held by
Lender [****].


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<PAGE>

(d) The  deferred  portion of the [****]  Bonus shall bear  interest at Lender's
Money Market Rate,  compounded  monthly,  but shall not be deemed a bank deposit
for any purpose.
(e) It shall be a condition  to Lender's  obligation  to enter into and fund any
Loan that, as of the last Business Day of the prior Servicing Month,  [****]. In
the  event  that the  condition  set  forth  in the  preceding  sentence  is not
satisfied,  then Servicer, at its sole election,  may [****] cause the condition
to be satisfied; [****]. [****]. Nothing contained in this Section 2.04 shall be
deemed,  regardless of the collection performance of the Loan portfolio:  (i) to
require  Servicer  to make any  payment to Lender  nor (ii) to permit  Lender to
apply the unpaid portion of the [****] Bonus to any prior credit losses.
(f) Lender  may,  in its  reasonable  discretion,  and on  reasonable  notice to
Servicer,  increase or decrease the  percentage  set forth in paragraphs (b) and
(e) of this Section 2.04 based on its analysis of [****].

                         Section 2.05 Duties of Lender.
(a) Lender  shall  timely  make all  payments to  Servicer  required  under this
Agreement subject to the terms and conditions hereof.
(b) Lender shall provide to Servicer such information as is reasonably necessary
for Servicer to perform its duties hereunder.
(c) Lender,  in its sole  discretion,  shall  determine  all of the  conditions,
terms,  services and features offered to Borrowers,  including,  but not limited
to,  Finance Charge rate and other charges,  credit  limits,  credit  standards,
collection procedures and asset quality of the Loans, and shall communicate same
to Servicer.  Copies of Lender's policies and procedures governing the Loans and
documents  evidencing the  conditions,  terms  services and features  offered to
Borrowers,  including sample Loan Documents,  have been provided to Servicer and
will be updated and amended by Lender, as necessary and appropriate.
(d)  During the term of this  Agreement  and any  renewal  term or terms of this
Agreement,  Lender shall make Loans to Borrowers referred by Servicer which meet
Lender's  credit  standards  for  approval of such Loans and conform to Lender's
criteria and terms for Loans, subject to terms and conditions of this Agreement,
including, but not limited to, the conditions imposed under Section 2.08 of this
Agreement.  Lender has  provided to Servicer the criteria and terms of the Loans
acceptable to Lender,  which Lender may amend in its sole discretion at any time
and from time to time.

                  Section 2.06 Approval and Funding of Loans.
(a) Lender shall,  whether or not an application  forwarded by Servicer conforms
in any respect with Lender's  credit  standards,  review each  application for a
Loan forwarded by Servicer electronically and advise Servicer of its decision to
approve or reject the  application  within [****] of receiving the  application;
provided,  however  that  Lender  shall  not be  responsible  for any  delay  in
rendering  or  communicating  to Servicer  its  decision to approve or reject an
application by reason of any technological  delay or failure,  including but not
limited to any  connectivity or transmission  delay or failure,  or any software
performance  failure,  and  subject to the  provisions  of Section  6.11 of this
Agreement. Lender's review shall include such provisions for compliance with the
requirements  of the Office of Foreign Assets Control of the U.S.  Department of
the Treasury as Lender from time to time deems necessary.
(b) Upon approval of an application  by Lender,  Lender shall advance the entire
proceeds of the Loan,  via ACH directly to the checking  account of the Borrower
for ACH credit to the  Borrower's  account or at the option of the  Servicer and
with Lender's reasonable consent,  from a dedicated  disbursement  account to be
maintained  in  Lender's  name  at  Lender  (the  "Disbursement   Account")  for
disbursement by check, [****], or other means acceptable to Lender and Servicer.
Only Lender's (and none of Servicer's) funds shall be deposited or maintained in
any Disbursement Account. [****].
(c) [****].
(d) Servicer shall, on behalf of Lender, deliver an adverse action notice to all
rejected applicants for Loans as required by law and the policies and procedures
of Lender.
(e) Servicer agrees that Servicer's employees shall be ineligible for Loans from
Lender.
(f) Notwithstanding eligibility under Lender's criteria otherwise applicable, to
the extent that the parties may lawfully employ such  information,  Lender shall
not  knowingly  extend a Loan to any person  determined  by  Servicer to have an
unpaid  or  defaulted  loan  outstanding  with any other  financial  institution
(including  Servicer and its  subsidiaries and affiliates) for whom Servicer has
previously  originated consumer loans. Servicer shall forthwith and from time to
time advise Lender of the identities of all such persons,  to the extent that it
may lawfully do so. [****].

                     Section 2.07 Receipts and Collections.


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(a)  Servicer,  as servicer  of the Loans,  shall  receive and deposit  into the
Operating Account all amounts as the same are paid in connection with or arising
out of the Loans and the Loan Documents,  whether as principal, finance charges,
fees, or otherwise, and on a daily basis shall remit to Lender all such sums.
(b) Lender shall, upon receipt of the amounts remitted,  make such payments into
the [****] Account as are required pursuant to Section 2.03(f).
(c) Lender and Servicer agree that all payments  received on current Loans shall
be applied first to Finance Charges, then to NSF Fees and then to principal, and
on  delinquent  Loans  (more  than five [5] days past due in  payment)  first to
principal, then to Finance Charges and then to NSF Fees.

         Section 2.08 Lender's Performance Made Expressly Conditional.
It shall be a condition to Lender's  duty to make any Loan under this  Agreement
that, after giving effect to such Loan,  Lender's aggregate retained interest in
Loans  referred by Servicer  shall not exceed  [****].  The parties  acknowledge
that, as of the date of this Agreement, the application of the foregoing formula
results in a limitation of Lender's obligation to an aggregate retained interest
of not more than [****].  Lender shall  forthwith give notice to Servicer of any
change of more than [****] in such limitation.

                Section 2.09 Compliance with Law and Regulation.
(a) The  performance  of each of the parties under this  Agreement is subject to
all applicable laws and  regulations  and each party hereby  covenants to comply
with all applicable laws and  regulations and the lawful and reasonable  actions
or  requests of duly  authorized  state and federal  regulatory  authorities  in
connection  with the matters  contemplated  by this  Agreement.  If either party
becomes aware of any change in a law or regulation  affecting the performance of
obligations  by any party under this  Agreement,  it shall  promptly  thereafter
provide  written  notice of the same to the other,  provided that the failure to
provide such notice shall not relieve any party of its obligation to comply with
applicable  laws and  regulations  as they may change from time to time.  Lender
shall  have  sole   authority  to  determine  the  manner  and  content  of  any
communication made to any bank regulatory  authority.  Nothing in this Agreement
shall be construed as compelling  either party to act in violation of applicable
laws or regulations.
(b) During the term of this Agreement, upon reasonable notice to Servicer and at
the  request  of  Lender  or any  federal  or state  agency  having  supervisory
authority over Lender,  Servicer shall make available for review and examination
by Lender,  its  auditors  and  regulatory  agency  authorities,  its  premises,
facilities, staff and such books and records of Servicer relating to the Loan as
Lender,  its auditors or its regulators  may reasonably  request for purposes of
Lender's,  its  auditors' or such  agency's  financial  accounting or regulatory
examination  purposes.  Any such review,  inspection or  examination  shall take
place during Servicer's  normal business hours.  Lender shall have the right, at
least  annually  during the term of this  Agreement,  [****],  to conduct audits
and/or compliance  reviews of the services provided  hereunder,  and the records
generated  thereunder,  including,  but not limited to, on-site  examinations or


                                       9
<PAGE>

audits at any location at or through  which  Servicer,  directly or  indirectly,
performs any activity contemplated by this Agreement;  provided that such audits
and reviews shall be conducted  during normal  business  hours in a manner which
does not unreasonably interfere with Servicer's normal business operations. Upon
termination  of this  Agreement  Servicer,  at its sole cost and expense,  shall
deliver to Lender the  originals  or copies of all Loan  Documents  and Borrower
records in its  possession  in forms  reasonably  acceptable to Lender and shall
purge all Borrower information from its records and systems.

                         Section 2.10 Confidentiality.
(a)  Servicer  acknowledges  that  Borrowers  referred by Servicer to Lender for
Loans are customers of Lender.  Servicer agrees that it will neither (i) utilize
for its own purposes any nonpublic personal information provided by Borrowers or
other  applicants  for Loans from Lender or  obtained by Servicer in  connection
with servicing of such Loans or in connection with a solicitation by Servicer or
a third  party  with  respect to such  Loans or any other  solicitation  for any
product or  service  offered  by  Servicer  or  others,  nor (ii)  divulge  such
information,  except in accordance  with  applicable  law or  regulation  and as
necessary to properly perform its obligations as marketer,  servicer,  processor
and  collector  of  Loans  pursuant  to  this  Agreement,  the  names  or  other
identification   information   regarding  the  Borrowers  to  others  except  in
accordance with Lender's Privacy Policy.  These  restrictions shall apply during
the term  and  after  termination  of this  Agreement.  On  termination  of this
Agreement,  Servicer  shall  promptly  deliver  to  Lender  all  Borrowers'  and
"consumer"  information  with regard to the Loans then in the  possession of the
Servicer  and shall not  maintain a copy thereof in any form or for any purpose.
(A "consumer" is an individual  who has applied for a Loan from Lender,  whether
or not such Loan was approved by Lender, as well as a person whose Loan has been
repaid or became delinquent and who is not then currently a Borrower.)  Servicer
shall also purge its  computer  records and systems of all Borrower and consumer
information upon termination of this Agreement and, on request of Lender provide
a certification,  signed by a duly authorized officer or agent of Servicer, that
no Borrower or consumer  information  has been retained by Servicer for purposes
other  than as  contemplated  by this  Agreement  and that the  falsity  of such
certification  or improper use of such  information may involve the violation of
federal  and state  privacy  law and  expose  Servicer  and  Lender to civil and
criminal liability.
(b) Servicer  acknowledges  that Lender's Privacy Policy provides that nonpublic
personal  information  regarding Borrowers and consumers will not be provided to
third parties except as necessary to service, administer,  process and enforce a
transaction  a  consumer  or  Borrower  requests  or  authorizes.  Servicer,  in
consultation  with Lender,  shall  implement an  effective  security  program to
protect the Lender's Borrower and consumer  information and its own consumer and
Borrower  information  systems so as to ensure  that the Lender does not violate
that Privacy Policy and applicable law.
(c)  Notwithstanding  the above, Lender recognizes that Servicer has an interest
in information  relating to customers of Lender generated through the efforts of
Servicer,  including lists thereof,  and Lender therefore agrees that any use of
such  information for purposes other than the servicing,  refinancing or workout


                                       10
<PAGE>

of  existing  loans,  either by the Lender or a third  party to whom  Lender may
communicate  such  information,  may occur upon  consent of Lender  evidenced in
writing, which consent shall not be unreasonably withheld by either party

                        Section 2.11 Opinion of Counsel.
Should  Servicer  desire to refer  Loans to  Lender  through  retail  locations,
Servicer shall obtain an opinion of counsel,  licensed to practice in [****] and
on which Lender may rely, that [****].

                                  Article III
                         REPRESENTATIONS AND WARRANTIES

          Section 3.01 Representations and Warranties of the Servicer.
Servicer hereby makes the following representations and warranties:
(a)  Organization  and Good Standing.  Servicer is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of New York
and has full  power,  authority  and the legal right to own its  properties  and
conduct its business as now conducted,  and to execute,  deliver and perform its
obligations under this Agreement.
(b) Due  Qualification.  Servicer (i) is duly qualified to do business and is in
good  standing  as  a  foreign  corporation  in  each  jurisdiction  where  such
qualification  is necessary in order to perform its duties  hereunder,  (ii) has
all licenses  and  approvals  as required  under  federal and state law that are
necessary  to conduct  its  business as now being  conducted  and to perform its
duties hereunder,  (iii) is in compliance with its organizational documents, and
(iv) is in compliance with the laws of any such state to the extent necessary to
ensure the  enforceability  of each Loan and to collect  and service the Loan in
accordance with the terms of this Agreement.
(c) Due Authorization. The execution, delivery and performance of this Agreement
by Servicer have been duly and validly  authorized  by all  necessary  corporate
action  on its  part and do not and will not  contravene  any  provision  of its
articles of association or bylaws.
(d) Binding Obligation.  This Agreement constitutes the legal, valid and binding
obligation of Servicer,  enforceable  against it in  accordance  with its terms,
subject to  bankruptcy,  insolvency or other similar laws  affecting  creditors'
rights  generally and to general  principles of equity (whether  considered in a
proceeding in equity or at law).
(e) All Consents  Required.  All approvals,  authorizations,  consents,  orders,
licenses  or other  actions  of all  persons  or of any  governmental  authority
required  in  connection  with the  execution  and  delivery by Servicer of this
Agreement, the performance by Servicer of the transactions  contemplated by this
Agreement and the fulfillment by Servicer of the terms hereof have been obtained
and are in full force and effect.
(f) No  Conflicts.  Neither the execution  and delivery of this  Agreement,  the
servicing of the Loans by Servicer, or the transactions contemplated hereby, nor
the  fulfillment  of or  compliance  with  the  terms  and  conditions  of  this
Agreement,  will  conflict  with or  result  in a  breach  of any of the  terms,
conditions or provisions of Servicer's certificate of incorporation or bylaws or


                                       11
<PAGE>

any legal  restriction or any agreement or instrument to which Servicer is now a
party  of by which  it is  bound,  or  constitute  a  default  or  result  in an
acceleration under any of the foregoing,  or result in the violation of any law,
rule, regulation, order, judgment or decree to which Servicer or its property is
subject,  or impair the ability of Lender to realize on the Loans, or impair the
value of the Loans.
(g) No Litigation Pending. There is no action, suit, proceeding or investigation
pending  or, to the  knowledge  of  Servicer's  management,  threatened  against
Servicer which:  (i) either in any one instance or in the aggregate,  may result
in (A) any  material  adverse  change  in the  business,  operations,  financial
condition,  properties or assets of Servicer, (B) any material impairment of the
right or ability  of  Servicer  to carry on its  business  substantially  as now
conducted,  or (C) any material  liability  on the part of Servicer,  (ii) would
draw into  question the validity of this  Agreement or of any action taken or to
be taken in connection with the obligations of Servicer  contemplated herein, or
(iii)  would be likely to impair  materially  the ability of Servicer to perform
under the terms of this Agreement.
(h) Collection  Practices.  The  collection  practices with respect to the Loans
have been and are in accordance  with all applicable laws and regulations in all
material respects.
(i) No Untrue Information.  Neither this Agreement nor any statement,  report or
other  document  furnished  or to be  furnished  pursuant to this  Agreement  by
Servicer or in connection with the transactions contemplated hereby contains any
untrue  statement of a material fact or omits to state a fact necessary in order
to make the statement contained herein or therein not misleading.
(j) No Default.  Neither  Servicer  nor any of its  subsidiaries  is in material
default  under any  agreement,  contract,  instrument or indenture of any nature
whatsoever to which Servicer or any of its  subsidiaries  is a party or by which
it is bound,  nor has any event  occurred  which with notice or lapse of time or
both would  constitute a material  default under any such  agreement,  contract,
instrument or indenture and which default would have a material  adverse  effect
on its ability to perform its obligations under this Agreement.
(k)  Absence  of  Material  Adverse  Change.  There  has been no  change  in the
business,  operations,  financial  condition,  properties  or assets of Servicer
since March 31, 2002 which would have a material  adverse  effect on its ability
to perform its obligations under this Agreement.
(l)  Delinquencies.  Servicer  has  delivered  to Lender  information  as to the
delinquency  experience for the twelve months  preceding the Effective Date with
respect to consumer loans originated by Servicer during such period.

             Section 3.02 Representations and Warranties of Lender.
Lender hereby makes the following representations and warranties:
(a)  Organization and Good Standing.  Lender is a Delaware  banking  corporation
organized,  validly existing and in good standing under the laws of the State of
Delaware and has full power, authority and the legal right to own its properties
and conduct its business as now conducted,  and to execute,  deliver and perform


                                       12
<PAGE>

its obligations under this Servicing Agreement.
(b) Due  Qualification.  Lender has  obtained  all  licenses  and  approvals  as
required  under  federal and state law that are  necessary to perform its duties
hereunder and is in compliance with its organizational documents.
(c) Due Authorization. The execution, delivery and performance of this Agreement
by Lender has been duly authorized by all necessary corporate action on its part
and do not and will not  contravene any provision of its articles of association
or bylaws.
(d) Binding Obligation.  This Agreement constitutes the legal, valid and binding
obligation  of  Lender,  enforceable  against it in  accordance  with its terms,
subject to  bankruptcy,  insolvency or other similar laws  affecting  creditors'
rights  generally and to general  principles of equity (whether  considered in a
proceeding in equity or at law).
(e) No Conflict.  The  execution and delivery of this  Agreement by Lender,  the
performance by Lender of the transactions contemplated by this Agreement and the
fulfillment  of the  terms  hereof  applicable  to  Lender  do not and  will not
conflict in any material respect with,  violate,  result in any breach of any of
the terms or provisions  of, or constitute  (with or without  notice or lapse of
time or both) a default  under,  any  requirement of law applicable to Lender or
any indenture,  contract, agreement, mortgage, deed of trust or other instrument
to which it is a party or by which it or any of its properties is bound.
(f) All Consents  Required.  All approvals,  authorizations,  consents,  orders,
licenses  or other  actions  of all  persons  or of any  governmental  authority
required  in  connection  with the  execution  and  delivery  by  Lender of this
Agreement,  the performance by Lender of the  transactions  contemplated by this
Agreement and the  fulfillment  by Lender of the terms hereof have been obtained
and are in full force and effect.

                  Section 3.03 Further Assurances of Servicer.
                ------------------------------------------------
(a) Servicer shall provide such assurances of financial ability to perform under
this Agreement,  including,  but not limited to,  performance under Section 2.03
and Section 2.04 of this Agreement and under the [****], as Lender may from time
to time  reasonably  request  in  writing.  If Lender,  in its sole  discretion,
determines  that Servicer has failed to provide  adequate  assurance  under this
subparagraph,  Lender may require that Servicer  provide such assurance  through
the acquisition of a third party guarantee of Servicer's performance, including,
but not limited to, the  acquisition  of insurance or a standby letter of credit
for the benefit of Lender,  or Lender may exercise its rights to terminate  this
Agreement pursuant to Section 4.02 of this Agreement.  Lender  acknowledges that
Servicer's  present  resources,  as disclosed in Servicer's Form 10-Q filed with
the Securities and Exchange Commission in respect of the quarter ending December
31, 2001, are sufficient for the purposes of the foregoing  assurances and that,
absent a material  adverse  change in Servicer's  financial  condition from that
disclosed as of December 31, 2001,  no further  assurances  shall be required by
Lender.


                                       13
<PAGE>

(b) Servicer  shall  provide  Lender,  on an annual basis,  accountant  prepared
financial statements, including company balance sheet and income statement, in a
form  acceptable to Lender within 15 business days following the receipt thereof
by Servicer.

                         Section 3.04 Mutual Covenants.
From and after the Closing Date until this  Agreement is terminated  the parties
hereto mutually covenant and agree to the following:
(a) Protection of Rights.  Neither party shall take any action,  or omit to take
any action,  which would materially  impair the rights of each other party under
this  Agreement  or the ability of each other  party to fulfill its  obligations
under this Agreement.
(b)  Cooperation.  Each party  shall  cooperate  fully with each other party and
provide  each other party with all  reasonable  assistance  with  respect to any
transactions, promises and performances contemplated herein.
(c) Negotiation of Software  License.  The parties shall hereafter  negotiate in
good faith with  respect to the Software  License  (and related data  processing
services  agreement) and shall use their  respective  best efforts to enter into
the Software License (and related data processing  services agreement) not later
than June 21,  2002.  In the event that no such  Software  License  and  related
services  agreement shall have been entered into by such date,  either party may
thereupon elect to terminate this Agreement on five (5) days' notice.
(d) Roles of Parties.  Servicer and Lender each acknowledge and agree that it is
the  intention  of the  parties  that  Lender is the sole  lender of the  Loans.
Servicer  agrees,  for the  benefit of the Lender  and its  transferees  of, and
participants in, the Loans,  that Servicer shall not assert that Servicer is the
lender or that Lender is not the lender for purposes of the Loans in  connection
with any litigation, regulatory purpose or any other purpose.

                          Section 3.05 Survival Date.
The representations, warranties, assurances and covenants of this Article III of
the Agreement  shall survive until the Survival  Date,  and  thereafter  neither
party may claim any loss in relation to a breach thereof.  No claim based on any
breach of any  representation  or warranty shall be valid or made unless written
notice with  respect  thereto is given to the other party to this  Agreement  in
accordance with this Agreement on or before Survival Date.

                                   Article IV
                           TERMINATION/EFFECTIVE DATE

                           Section 4.01 Termination.
Notwithstanding anything herein, to the contrary,  either Lender or Servicer may
terminate this Agreement upon [****].

                      Section 4.02 Termination With Cause.
Either Lender or Servicer may terminate this Agreement on the material breach by
the other of the terms  hereof if the  nonbreaching  party  gives the  breaching
party written notice of and describing the breach and the breaching  party fails
to cure such breach within thirty (30) days after the notice is sent. Servicer's
failure to provide  adequate  assurance  of financial  ability to perform  under
Section  3.03(a) of this Agreement  shall  constitute a material  breach for the
purpose of this Section.

                                       14
<PAGE>

                  Section 4.03 [****] in Lieu of Termination.
Notwithstanding  anything in this Agreement to the contrary,  should Servicer be
in material breach of its duties as marketer,  servicer, processor and collector
with regard to the Loans,  in lieu of  terminating  this  Agreement  and without
regard to Servicer's  indemnification  obligations  which otherwise apply in the
circumstances,  Lender may [***]. Servicer may contest [****], by requesting the
Board of  Directors  of  Lender  or a duly  constituted  committee  thereof,  to
reconsider and rule on the  appropriateness  and/or [****].  Lender and Servicer
agree that any dispute  arising out of a finding by such body under this Section
4.03 of this Agreement shall be resolved by binding arbitration by and under the
Code of Procedure of the  National  Arbitration  Forum in effect at the time the
claim is filed.  This  arbitration  agreement is made  pursuant to a transaction
involving interstate  commerce.  It shall be governed by the Federal Arbitration
Act, 9 U.S.C.  ss.ss. 1-16.  Judgment upon the award may be entered by any party
in any court having jurisdiction.

                  Section 4.04 Continuation of [****] Account.
On termination of this Agreement,
whether or not for cause, Lender may continue to charge the [****] Account as
provided in Section 2.03 and Servicer shall remain obligated to maintain the
[****] as provided in Section 2.03(c) of this Agreement. Upon satisfaction of
Servicer's obligations under Section 2.03(c) and this Section 4.04,
unless[****], in whole or in part, pursuant to this Agreement[****], all sums
remaining on deposit in the [****] Account shall be released to Servicer.

                          Section 4.05 Effective Date.
It is the intention of Lender and Servicer that this Agreement have an effective
date  mutually  selected  by them not later than June 15,  2002 (the  "Effective
Date").

                        Section 4.06 Term of Agreement.
This Agreement shall have an indefinite term.

                                   Article V
                             MODIFICATION AND WAIVER

                    Section 5.01 Modification of Agreement.
Lender and Servicer  may, by mutual  consent  evidenced in writing and signed by
both  parties,  amend and  modify  this  Agreement  and  change  the  rights and
obligations of the parties hereunder.

            Section 5.02 Modifications of Loans and Loan Documents.
Notwithstanding  anything  in  this  Agreement  or  the  Loan  Documents  to the
contrary,  Lender may in good faith in its sole discretion,  with notice as soon
as  practicable  thereafter  to  Servicer:  (i)  release,  modify  or waive  the
liability  of or any claim  against  any  Borrower  liable  for the  payment  or
performance of any of the Loans under the Loan Documents;  (ii) determine when a
default under the Loan Documents  shall have occurred and the action to be taken
as a result of such  default;  (iii)  commence  any  action or  proceeding  with
respect to the Loans or the Loan Documents;  (iv) grant any waiver of a default;
and (v) modify  Credit  Standards,  credit  criteria and terms,  and  Collection
Policy and Procedures (subject to the provisions of Section 5.04).

  Section 5.03 Effective Date of Modification of Policies, Procedures and Loan
                                   Criteria.
Notwithstanding  anything in this Agreement to the contrary, any modification of


                                       15
<PAGE>

any policy,  procedure or loan criteria  which has a material  adverse  economic
effect on  Servicer  shall not  become  effective  until  [***]  after  Servicer
receives  notice of such  modification  unless  such change is  consented  to by
Servicer  or Lender  agrees  to  reimburse  Servicer  for all  reasonable  costs
incurred by Servicer in complying  with such  modification  incurred  within the
[****]  notice  period,  except  that  modifications  which are  mandated  by or
required as a result of any change in applicable laws or regulations  (including
any change in  interpretation)  or any lawful and reasonable actions or requests
of duly authorized state and federal  regulatory  authorities which are required
to be implemented with less than [****] notice to Servicer, either in connection
with the matters  contemplated  by this Agreement or in connection  with similar
loan programs  conducted by other financial  institutions,  licensed  lenders or
financial  service  providers,  shall not be subject to the  provisions  of this
Section 5.03 of this Agreement.

                                   Article VI
                                  MISCELLANEOUS

          Section 6.01 Transfer and Assignment by Servicer Prohibited.
Servicer  shall provide to Lender sixty (60) days' prior  written  notice of its
intent  to sell,  assign  or  transfer  its  rights or  obligations  under  this
Agreement,  whether voluntarily or involuntarily,  to any other person. A change
of control of  Servicer,  including,  but not  limited  to,  the  purchase  of a
majority  interest in Servicer,  a merger or  consolidation in which Servicer is
not the surviving  entity,  or the like, shall be deemed by Lender to be a sale,
assignment  or  transfer  of  Servicer's   rights  and  obligations  under  this
Agreement.  Lender is  authorized  to make such  investigation  of any  proposed
transferee or assignee as it deems necessary and may submit the identity of such
proposed  transferee  or  assignee  and  any  other  pertinent  material  to the
regulatory agencies having jurisdiction over it. Any written statement from such
agencies that the proposed sale,  assignment or transfer is unacceptable (or, if
such written  statement is  unavailable,  a certificate  by an officer of Lender
under the penalty of perjury  setting forth the details of any oral statement to
the same effect) shall entitle Lender to terminate  this Agreement  concurrently
with the  closing  of such  sale,  assignment  or  transfer;  a copy of any such
statement or certificate shall be forthwith delivered to Servicer.

                     Section 6.02 Relationship of Parties.
Neither the execution of this  Agreement,  nor the agreement to pay fees for the
services  provided  by  Servicer  hereunder,  is intended to be, nor shall it be
construed  to be, the  formation  of an  agency,  partnership  or joint  venture
between Lender and Servicer. Servicer is performing as an independent contractor
when  performing  its duties as marketer,  servicer,  processor and collector of
Loans  pursuant  to this  Agreement  and  Lender's  written  Loan  policies  and
procedures,  and does not otherwise have the right or authority to act for or on
behalf of or to otherwise bind Lender.

                        Section 6.03 Complete Agreement.
Concurrently  with the  execution  hereof,  Servicer and Lender have  separately
executed and entered into the [****] and a backup  servicing  letter  agreement.
This Agreement, the [****] and backup servicing letter agreement,  including the
exhibits  thereto,  supersede any  negotiations,  discussions or  communications
between Lender and Servicer and  constitute  the entire  agreement of Lender and
Servicer.

                                       16
<PAGE>

                             Section 6.04 Notices.
Any written notice or demand to be given under this Agreement  shall be duly and
properly given if delivered personally and a receipt evidencing delivery thereof
is  obtained,  if sent by  private  delivery  service  and a receipt  evidencing
delivery  thereof is obtained,  if sent by United States certified or registered
mail and a  receipt  evidencing  delivery  thereof  is  obtained,  or if sent by
confirmed facsimile transmission, to the party entitled to such notice or demand
at the address set forth above, or at such other address as such party may, from
time to time, specify in writing or if sent by confirmed facsimile  transmission
to the  recipient's  then  current  facsimile  transmission  number and shall be
effective when actually  received by such party. A copy of each notice or demand
shall be sent or delivered by a means set forth above to respective  counsel for
the Lender and the Servicer at the following  address,  or at such other address
as may, from time to time, be specified in writing:

        If to Counsel for Servicer:                 to Counsel for Lender:
              Hilary B. Miller, Esq.                  Keith H. Ellis, Esq.
              112 Parsonage Road                      Duane Morris LLP
              Greenwich, CT 06830-3942                1667 K Street, N.W., #700
              Fax: (203) 622-6264                     Washington, DC 20006
                                                      Fax: (202) 776-7801

                         Section 6.05 Time Calculation.
All  time  references  contained  in this  Agreement  shall  be  based  upon the
prevailing time calculation  (e.g.,  Eastern Standard,  Eastern Daylight) in the
time zone of the United States in which Lender is located on the relevant day.

                         Section 6.06 Separate Counsel.
Although Servicer and Lender may use the same counsel when appropriate,  nothing
in this  Agreement  shall be deemed to prevent  Servicer  and Lender  from using
separate counsel.  In all events the responsibility of the Servicer for the fees
of  counsel  for the  Lender  shall  be as set  forth  in  Section  2.03 of this
Agreement.

                          Section 6.07 Governing Law.
This Agreement and the rights and duties  described herein shall be governed by,
and  interpreted in accordance  with, the laws of the State of Delaware  without
regard to its law on conflicts of law.

                              Section 6.08 Waiver.
None of the undertakings,  agreements,  warranties, covenants or representations
of  either  party  contained  in this  Agreement  shall be  deemed  to have been
suspended or waived  unless such  suspension  or waiver is by an  instrument  in
writing  signed by an officer of the party claimed to have waived and consented.
Any failure by Lender at any time or times to require strict  performance by the
Servicer of any provision of this Agreement shall not waive,  affect or diminish
Lender's respective right thereafter to demand strict compliance and performance
therewith.

                           Section 6.09 Severability.
Any provisions of this  Agreement  which is prohibited or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                                       17
<PAGE>

                             Section 6.10 Headings.
The Article and Section  headings used in this Agreement are for  convenience of
reference only and shall not affect the construction or  interpretation  of this
Agreement.  As used in this  Agreement,  the singular  number shall  include the
plural and the plural shall include the singular.

                          Section 6.11 Force Majeure.
No party shall in any event be liable for any loss, damage or delay arising from
any failure to perform properly its respective  duties hereunder if such failure
is the result of circumstances  beyond that party's  control,  including but not
limited  to:  fire,  inclement  weather,  flood,  earthquake  or  other  natural
disasters,  war,  declared or  undeclared,  loss of utilities,  interruption  of
transportation,  embargo, accident, explosion, equipment malfunctions, shortages
of equipment, governmental orders, regulations,  restrictions, or changes of law
or regulations,  riot, strike or other labor difficulties,  errors in the United
States Mail or third-party delivery or courier service. If any such event, other
than changes of law or regulation  precluding  such loss,  damage or delay shall
occur,  the disabled party shall use its best efforts to meet its obligations as
set forth in this Agreement.  Further,  the disabled party shall promptly advise
the  other  party  in  writing  if it is  unable  to  perform  due to any of the
above-stated reasons, the expected duration of such inability to perform, and of
any  developments  (or changes therein) that appear likely to affect the ability
of that party to perform any of its obligations in whole or in part.

                      Section 6.12 Bankruptcy of Servicer.
If  Servicer  shall file for relief  under  Title 11 of the United  States  Code
("Bankruptcy  Code") or if an  involuntary  petition for relief is filed against
Servicer   and   relief   is   granted,   Servicer,   whether   as   debtor   or
debtor-in-possession  agrees that: (1) all moneys held in the Indemnity  Account
are subject to the Lender's duly perfected security interest and may not be used
for any purpose  without the consent of Lender,  and Servicer agrees not to seek
an order for the use of any  monies  held in such  account  under ss. 363 of the
Bankruptcy  Code; (2) Servicer will agree and consent to the immediate  entry of
an order by the applicable  Court to grant Lender full and complete  relief from
the stay of ss.  362 of the  Bankruptcy  Code or  similar  provision,  to enable
Lender to enforce any and all rights or interest  provided to Lender  under this
Agreement because Servicer hereby  acknowledges and agrees that Servicer will be
unable to adequately  protect Lender's  interest in the Indemnity  Account under
this Agreement in such event; and (3) Servicer  acknowledges that this Agreement
is not assignable or assumable by Servicer without Lender's  reasonable consent,
because it is an agreement to provide financial accommodations,  and consents to
the  entry  of an  order  upon  Lender's  request  immediately  terminating  and
rejecting this Agreement under ss. 365 of the Bankruptcy Code.

                        Section 6.13 Further Assurances.
Each of the  parties  hereto  agrees to do such  further  acts and things and to
execute  and  deliver  such  additional  assignments,   agreements,  powers  and
instruments as are reasonably required to carry into effect the purposes of this
Agreement  or to better  assure and  confirm  unto each other  party its rights,
powers and remedies hereunder.

                           Section 6.14 Counterparts.
This Agreement may be executed by the parties  hereto on separate  counterparts,
each of which is an original but all of which together shall  constitute one and


                                       18
<PAGE>

the same document.  A photocopy or electronic facsimile of this Agreement or any
signature  hereon shall be valid as an original and  admissible  in evidence for
all purposes.

     IN WITNESS WHEREOF, Lender and Servicer, each intending to be legally bound
hereby, have caused this Agreement to be executed by its duly authorized officer
as of the day and year first set forth above.

SERVICER:                                LENDER:

DOLLAR FINANCIAL GROUP, INC.             COUNTY BANK


By:                                      By:
----------------------------------      ----------------------------------------
  Donald F. Gayhardt, President            Harold L. Slatcher, President





                                       19
<PAGE>



                                  SCHEDULE 2.03

                    REIMBURSABLE OPERATING EXPENSES OF LENDER


1.       [****]

2.       [****]

3.       [****]

4.       [****]

5.       [****]

6.       [****]





THIS DOCUMENT HAS BEEN REDACTED IN  ACCORDANCE  WITH A REQUEST FOR  CONFIDENTIAL
TREATMENT  FILED WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION.  THE  REDACTED
MATERIAL HAS BEEN FILED  SEPARATELY  WITH THE COMMISSION  PURSUANT TO RULE 24b-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.


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