Exhibit 10.2


    Exhibit
      10.2

     

    VOTING
      AGREEMENT

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    VOTING
      AGREEMENT

     

    THIS
      VOTING AGREEMENT
      is made
      and entered into as of the 22nd
      day of
      December, 2005, by and between:

     

    (1) GAME
      FINANCIAL CORPORATION,
      a
      corporation incorporated under the laws of Minnesota (“Game”);
      and

     

    (2) FASTFUNDS
      FINANCIAL CORPORATION,
      a
      Nevada corporation (the “Shareholder”),
      in
      its capacity as the sole shareholder of Chex Services, Inc., a Minnesota
      corporation (“Chex”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      as of
      the date hereof, the Shareholder owns of record and beneficially (as determined
      in accordance with Rule 13d-3 promulgated under the Securities Exchange Act
      of
      1934, as amended) the number of shares of capital stock of Chex set forth on
      the
      signature page hereto, which constitute all of the issued and outstanding shares
      of capital stock of Chex (such shares, or any other voting or equity securities
      of Chex hereafter acquired by Shareholder prior to the termination of this
      Agreement, being referred to herein collectively as the “Shares”);
      and

     

    WHEREAS,
      contemporaneously
      with the execution and delivery of this Agreement, Game, FastFunds and Chex
      ,
      have entered into that certain Asset Purchase Agreement (the “Purchase
      Agreement”),
      pursuant to which, among other things and subject to certain conditions, Game
      will purchase substantially all of the assets of Chex (the “Sale”);
      and

     

    WHEREAS,
      as a
      condition to the willingness of Game to enter into the Purchase Agreement,
      Game
      has required that the Shareholder agree, and in order to induce Game to enter
      into the Purchase Agreement, the Shareholder is willing to agree, to vote in
      favor of the sale by Chex of substantially all of its assets (which the Parties
      acknowledge is being effected through the Sale) in accordance with and pursuant
      to the Purchase Agreement and the related transactions (collectively, with
      the
      Sale, the “Transactions”);
      and

     

    WHEREAS,
      capitalized terms used but not defined in this Agreement shall have the
      respective meanings ascribed thereto in the Purchase Agreement;

     

    NOW,
      THEREFORE,
      for and
      in consideration of the premises and the mutual covenants and agreements
      contained in this Agreement, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    
      	
              1.

            	
              Certain
                Covenants

            


    

     

    1.1 Agreement
      to Vote Shares.

     

    (a) The
      Shareholder hereby covenants and agrees that, during the period commencing
      on
      the date hereof and continuing until the Termination Date (as hereinafter
      defined) (such period being referred to herein as the “Term”),
      at
      any annual, special or other meeting of shareholders of Chex and at any
      adjournment or postponement thereof, however

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    called,
      or pursuant to any written consent in lieu of a meeting or otherwise, such
      Shareholder will appear at the meeting or otherwise cause the Shares to be
      counted as present thereat for purposes of establishing a quorum, and will
      vote
      or consent (or cause to be voted or consented) all of his, her or its
      Shares:

     

    (i) in
      favor
      of the Transactions, including without limitation the approval and adoption
      of
      the Purchase Agreement, the approval of the Sale and the other actions
      contemplated by the Purchase Agreement, and any actions required in furtherance
      thereof;

     

    (ii) against
      approval of any proposal made in opposition to or in competition with the
      consummation of the Transactions, including without limitation the Sale or
      any
      action or agreement that would result in a breach in any respect of any
      covenant, representation or warranty or any other obligation or agreement of
      Chex under the Purchase Agreement or of such Shareholder under this Agreement,
      or which would result in any of the conditions to consummation of the Sale
      in
      the Purchase Agreement not being fulfilled; and

     

    (iii) against:
      (i) any extraordinary corporate transaction (other than the Transactions,
      including without limitation the Sale), such as a merger, consolidation,
      business combination, tender or exchange offer, reorganization,
      recapitalization, liquidation or other change of control involving Chex or
      any
      Subsidiary thereof, (ii) any sale or transfer of a material amount of the assets
      or securities of Chex or any Subsidiary thereof (other than with respect to,
      contemplated or permitted by, the Purchase Agreement) and (iii) any amendment
      of
      Chex’s articles of incorporation and bylaws or other proposal or transaction
      involving Chex or any Subsidiary thereof which amendment or other proposal
      or
      transaction would in any manner impede, frustrate, prevent or nullify any
      provision of the Purchase Agreement or the Sale or change in any manner the
      voting rights of any class of Purchase’ capital stock.

     

    (b) The
      Shareholder agrees to deliver to Game a proxy in the form attached hereto as
      Exhibit
      A,
      which
      shall be irrevocable and coupled with an interest, with respect to the Shares,
      subject to the other terms of this Agreement.

     

    (c) The
      Shareholder further agrees not to enter into any agreement or understanding
      with
      any Person the effect of which would be inconsistent with or violative of any
      provision contained in this Agreement, the Transactions, or of the Purchase
      Agreement, and that such Shareholder agrees not to exercise any dissenter’s
      rights or similar appraisal rights otherwise available to such Shareholder
      under
      applicable law.

     

    1.2 Transfer
      and Other Restrictions.
      The
      Shareholder covenants and agrees that during the Term, such Shareholder shall
      not, without Game’s prior written consent, directly or indirectly, (a) offer for
      sale, sell, assign, transfer (including by merger or otherwise by operation
      of
      law), pledge, encumber or otherwise dispose of any of such Shareholder’s Shares,
      (b) deposit any of such Shareholder’s Shares into a voting trust or enter into a
      voting agreement or arrangement with respect to such Shareholder’s Shares or
      grant any proxy or power of attorney with respect thereto which is inconsistent
      with this Agreement, (c) enter into any contract, option or other agreement
      or
      understanding with respect to the direct or indirect sale, pledge, encumbrance,
      assignment, transfer (including by merger or otherwise by operation of law)
      or
      other disposition of any of such Shareholder’s Shares, or (d) take any action
      that would make

     


    
      
        
        

      

      
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    any
      representation or warranty of such Shareholder contained herein untrue or
      incorrect or have the effect of preventing or disabling such Shareholder from
      performing its obligations under this Agreement.

     

    1.3 Solicitation
      of Third Party Interest.
      The
      Shareholder acknowledges that its activities are subject to, among other
      provisions, Section 8.10 of the Purchase Agreement. .

     

    1.4 Further
      Assurances.
      The
      Shareholder agrees to use all reasonable efforts to (i) take, or cause to be
      taken, all actions, and to do, or cause to be done, and to assist and cooperate
      with the other parties in doing, all things necessary, proper or advisable
      to
      consummate and make effective, in the most expeditious manner practicable,
      the
      Transactions, including without limitation the Sale, and (ii) refrain from
      taking any action intended to impede, frustrate or prevent the Transactions,
      including without limitation the Sale. The Shareholder also agrees that, from
      time to time, at Game’s reasonable request, the Shareholder shall perform such
      further acts and execute such further documents and instruments as may
      reasonably be required to vest in Game the power to carry out and give effect
      to
      the provisions of this Agreement.

     

    
      	
              2.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    The
      Shareholder represents and warrants to Game, as of the date hereof, as
      follows:

     

    2.1 Ownership
      of Shares.
      Such
      Shareholder owns of record and beneficially all of the Shares set forth under
      such Shareholder’s name on the signature page hereto and has good and marketable
      title to such Shares, free and clear of any Liens, other than as expressly
      provided in this Agreement. Such Shareholder owns no Chex Shares other than
      the
      Shares as set forth on the signature page hereto, and, except as set forth
      in
      the disclosure schedules attached to the Purchase Agreement, such Shareholder
      holds no options to purchase or rights to subscribe for or otherwise acquire
      any
      securities of Chex and has no other interest in or voting rights with respect
      to
      any securities ofChex. Such Shareholder has sole voting power, without
      restrictions, with respect to all of the Shares. 

     

    2.2 Authority.
      Such
      Shareholder has the requisite power and authority to enter into this Agreement
      and to consummate the transactions contemplated by this Agreement. The execution
      and delivery of this Agreement by such Shareholder and the consummation by
      such
      Shareholder of the transactions contemplated by this Agreement have been duly
      authorized by all necessary action. This Agreement has been duly executed and
      delivered by such Shareholder and constitutes a valid and binding obligation
      of
      such Shareholder, enforceable against such Shareholder in accordance with its
      terms, except (i) as the same may be limited by applicable bankruptcy,
      insolvency, moratorium or similar laws of general application relating to or
      affecting creditors’ rights, and (ii) for the limitations imposed by general
      principles of equity. If this Agreement is being executed in a representative
      or
      fiduciary capacity, the person signing this Agreement has full power and
      authority to enter into and perform such Agreement.

     

    2.3 No
      Conflict.
      The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with or result in any
      violation of, or default (with or without notice or lapse of time, or both)
      under, or give rise to a Lien on such Shareholder’s Shares or a right of
      termination, cancellation or acceleration of any

     


    
      
        
        

      

      
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    obligation
      or to loss of a material benefit under, any provision of any loan or credit
      agreement, note, bond, mortgage, indenture, lease, or other agreement,
      instrument, permit, concession, franchise, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to such Shareholder,
      such
      Shareholder’s Shares or any of such Shareholder’s properties or assets. Except
      as expressly contemplated hereby, or as set forth in the disclosure schedules
      attached to the Purchase Agreement, such Shareholder is not a party to, and
      such
      Shareholder’s Shares are not subject to or bound in any manner by, any contract
      or agreement relating to such Shareholder’s Shares, including without
      limitation, any voting agreement, option agreement, purchase agreement,
      shareholders’ agreement, partnership agreement or voting trust. No consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any court, administrative agency or commission or other governmental
      authority or instrumentality, domestic, foreign or supranational, is required
      by
      or with respect to such Shareholder in connection with the execution and
      delivery of this Agreement or the consummation by such Shareholder of the
      transactions contemplated hereby. No consent, approval, order or authorization
      of any Government is required by or with respect to such Shareholder in
      connection with the execution and delivery of this Agreement by such Shareholder
      or the consummation by such Shareholder of the transactions contemplated by
      this
      Agreement.

     

    2.4 Certain
      Acknowledgments.
      Such
      Shareholder understands and acknowledges that Game is entering into the Purchase
      Agreement in reliance upon such Shareholder’s execution and delivery of this
      Agreement and further acknowledges receipt and review of a copy of the Purchase
      Agreement. Such Shareholder hereby affirms that the irrevocable proxy referred
      to in Paragraph
      1.1
      constitutes an inducement for Game to enter into the Purchase Agreement, is
      given in connection with the execution of the Purchase Agreement and is given
      to
      secure the performance of the duties of the Shareholder under this Agreement.
      

     

    
      	
              3.

            	
              TERMINATION

            


    

     

    3.1 This
      Agreement shall terminate and shall have no further force or effect as of the
      earlier to occur of (i) the Closing Time and (ii) such date and time as the
      Purchase Agreement shall have been validly terminated pursuant thereto (the
      “Termination
      Date”),
      provided
      that
      nothing herein shall relieve any party from liability hereof for breaches of
      this Agreement prior to the Termination Date.

     

    
      	
              4.

            	
              MISCELLANEOUS

            


    

     

    4.1 Consent
      to Jurisdiction and Venue. The
      Shareholder hereby (a) irrevocably and unconditionally consents and submits
      to
      the personal jurisdiction of any state or federal court sitting in Pinellas
      County, Florida, with respect to any action or proceeding arising out of or
      relating to this Agreement or any of the transactions contemplated by this
      Agreement, (b) agrees that all claims in respect of such action or proceeding
      may be heard and determined in any such court, (c) expressly consents and
      submits to and agrees that venue in any such action or proceeding is proper
      in
      said courts and county, (d) expressly waives any and all personal rights under
      applicable law or in equity to object to the jurisdiction and venue of said
      courts and county, (e) agrees that it will not attempt to deny or defeat such
      personal jurisdiction by motion or other request for leave from any such court,
      and (f) waives any defense of inconvenient forum to the maintenance of any
      action or proceeding so brought and waives any bond, surety or
      other

     


    
      
        
        

      

      
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    security
      that might be required of any other party with respect thereto. Any party hereto
      may make service on another party by sending or delivering a copy of the process
      to the party to be served at the address and in the manner provided for the
      giving of notices in Paragraph
      4.2;
      provided,
      however,
      that
      nothing in this Paragraph 4.1 shall affect the right of any party to serve
      legal
      process in any other manner permitted by law. The jurisdiction and venue of
      the
      courts and county consented and submitted to and agreed upon in this
Paragraph
      4.1 are
      not
      exclusive, but are cumulative and in addition to the jurisdiction and venue
      of
      any other court under any applicable law or in equity.

     

    4.2 Notices.

     

    (a) All
      notices, demands or other communications required or permitted to be given
      or
      made under this Agreement will be in writing and (i) delivered personally,
      or
      (ii) sent by an internationally recognized express courier service to the
      intended recipient of the notice, demand or other communication at its address
      set forth below. Any notice, demand or communication will be deemed to have
      been
      duly given (x) immediately if personally delivered, or (y) on the fourth
      Business Day after delivery to an international express courier services, and
      in
      proving the giving of any notice, demand or other communication, it will be
      sufficient to show that the envelope containing the notice, demand or other
      communication was duly addressed (as evidenced by the courier receipt). The
      addresses of the parties for purposes of this Agreement are:

     

    
      
        	
                If
                  to Game:

              	
                Game
                  Financial Corporation

                Attention:
                  General Manager

                11601
                  Roosevelt Boulevard

                St.
                  Petersburg, Florida 33717-2202

                Facsimile:
                  (727) 556-9051

              
	 	 
	
                With
                  a copy to (which shall not  constitute
                  notice):

              	
                Game
                  Financial Corporation

                Attention:
                  Law Department

                11601
                  Roosevelt Boulevard

                St.
                  Petersburg, Florida 33717-2202

                Facsimile:
                  (727) 556-9196

              
	 	 
	
                If
                  to FastFunds or the Shareholder:

              	
                Henry
                  Fong

                Chairman

                FastFunds
                  Financial Corporation

                11100
                  Wayzata Blvd.

                Suite
                  111

                Minnetonka,
                  MN 55305

                Fax:
                  (561) 514-9046

              


      

       

       

      
        
          
          

        

        
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                With
                  a copy to (which shall not  constitute
                  notice):

              	
                Maslon
                  Edelman Borman & Brand, LLP

                Attention:
                  Bill Mower

                3300
                  Wells Fargo Centre

                90
                  South Seventh Street

                Minneapolis,
                  MN 55402

                 

                 

              
	 	 


      

    

    (b) Any
      party
      may change the address to which notices, requests, demands or other
      communications to the relevant party will be delivered or mailed by giving
      notice of the address change to the other parties to this Agreement in the
      manner provided in this Agreement.

     

    4.3 Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties and delivered to
      the
      other party, it being understood that all parties need not sign the same
      counterpart.

     

    4.4 Entire Agreement;
      Third Party Beneficiaries.
      This
      Agreement and its Exhibit constitute the entire agreement among the parties
      with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof, and are not intended to confer upon any other Person
      any
      rights or remedies hereunder.

     

    4.5 Severability.
      In the
      event that any provision of this Agreement or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable provision of
      this Agreement with a valid and enforceable provision that will achieve, to
      the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision.

     

    4.6 Other
      Remedies; Specific Performance.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other remedy.
      The parties hereto agree that irreparable damage would occur in the event that
      any of the provisions of this Agreement were not performed in accordance with
      their specific terms or were otherwise breached. It is accordingly agreed that
      the parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      hereof in any court of the United States or any state having jurisdiction,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.

     


    
      
        
        

      

      
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    4.7 Governing
      Law.
      This
      Agreement shall be governed by, and construed, interpreted and enforced, in
      accordance with the laws of the State of Florida, without regard to its
      conflicts of laws principles.

     

    4.8 Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of
      construction.

     

    4.9 Binding
      Effect and Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, but, except as otherwise specifically provided herein, neither this
      Agreement nor any of the rights, interests or obligations of the parties hereto
      may be assigned by any of the parties without prior written consent of the
      other
      parties, provided
      that
      Game may assign its rights, interests or obligations herein to any affiliate
      of
      Game that becomes a party to the Purchase Agreement for the purpose of
      facilitating the consummation of the Sale. Any purported assignment in violation
      of this section shall be void.

     

    4.10 Waiver
      Of Jury Trial.
      EACH
      PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
      IN
      ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
      OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
      PARTIES TO THIS AGREEMENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
      ENFORCEMENT HEREOF.

     

    4.11 Costs
      And Attorneys’ Fees.
      In the
      event that any action, suit or other proceeding is instituted concerning or
      arising out of this Agreement or any transaction contemplated hereunder, the
      prevailing party shall recover all of such party’s costs and attorneys’ fees
      incurred in each such action, suit or other proceeding, including any and all
      appeals or petitions therefrom.

     

    4.12 Titles
      and Headings.
      The
      titles, captions and headings of this Agreement are included for ease of
      reference only and will be disregarded in interpreting or construing this
      Agreement. Unless otherwise specifically stated, all references herein to
“sections” and “exhibits” will mean “sections” and “exhibits” to this
      Agreement.

     

    4.13 Amendment
      and Waivers. This
      Agreement may be amended only by a written agreement executed by each of the
      parties hereto. No amendment of or waiver of, or modification of any obligation
      under this Agreement will be enforceable unless set forth in a writing signed
      by
      the party against which enforcement is sought. Any amendment effected in
      accordance with this Section will be binding upon all parties hereto and each
      of
      their respective successors and assigns. No delay or failure to require
      performance of any provision of this Agreement shall constitute a waiver of
      that
      provision as to that or any other instance. No waiver granted under this
      Agreement as to any one provision herein shall constitute a subsequent waiver
      of
      such provision or of any other provision herein, nor shall it constitute the
      waiver of any performance other than the actual performance specifically
      waived.

     

    [SIGNATURES
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    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused this Agreement to be executed personally or by
      a
      duly authorized representative thereof as of the day and year first above
      written.

     

    

      
        	 	
                GAME:

                 

              
	 	
                GAME
                  FINANCIAL CORPORATION

                 

              
	 	
                By:
                  /s/ Renz R. Nichols

              
	 	
                Name: Renz
                  R. Nichols

              
	 	
                Title: President

              


      



     


    
      
        
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            PAGE TO VOTING AGREEMENT]

          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused this Agreement to be executed personally or by
      a
      duly authorized representative thereof as of the day and year first above
      written.

    
       

      

        

          
            	 	
                    SHAREHOLDER:

                  
	 	
                    FASTFUNDS
                      FINANCIAL CORPORATION

                  
	 	 
	 	 
	 	
                    By:
                      /s/ Michael S. Casazza

                  
	 	 
	 	
                    Name:Michael
                      S. Casazza

                  
	 	 
	 	
                    Title:
                      Acting
                      CEO

                  
	 	 
	 	
                    Address:
                      

                  
	 	
                    11100
                      Wayzata Blvd

                  
	 	 Suite
                    111
	 	 Minnetonka,
                    MN 55305
	 	
                    Facsimile:
                      (952) 417-1996

                  
	 	 
	 	
                    With
                      a copy to:

                  
	 	 
	 	 
	 	 
	 	 
	 	
                    Facsimile:

                  


          

        

      

    

       

     

     

    Number
      and Class(es) of Shares Held Beneficially or of Record by Shareholder:


     

    Common
      Stock:

     

    ____________
      shares owned beneficially and _________ shares owned of record.

     

    


     

    



    
      
        
          [SIGNATURE
            PAGE TO VOTING AGREEMENT]

          


          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

     

    IRREVOCABLE
      PROXY

     

    The
      undersigned Shareholder (the “Shareholder”)
      of
      Chex Services, Inc., a Minnesota corporation (“Chex”), hereby irrevocably
      appoints and constitutes the members the Board of Directors of Game Financial
      Corporation, a Minnesota corporation (“Game”),
      and
      each such Board member (collectively the “Proxyholders”),
      the
      agents, attorneys and proxies of the undersigned, with full power of
      substitution and resubstitution, to the full extent of the undersigned’s rights
      with respect to the shares of capital stock of Chex that are listed below (the
      “Shares”),
      and
      any and all other shares or securities issued or issuable in respect thereof
      on
      or after the date hereof and prior to the date this Irrevocable Proxy
      terminates, to vote the Shares as follows: the agents and proxies named above
      are empowered at any time prior to termination of this Irrevocable Proxy to
      exercise all voting and other rights (including, without limitation, the power
      to execute and deliver written consents with respect to the Shares) of the
      undersigned at every annual, special or other meeting of shareholders of Chex
      and at any adjournment or postponement thereof, however called, or pursuant
      to
      any written consent in lieu of a meeting or otherwise, such Shareholder will
      appear at the meeting or otherwise cause the Shares to be counted as present
      thereat for purposes of establishing a quorum and vote or consent (or cause
      to
      be voted or consented): (i) in favor of the approval and adoption of the Asset
      Purchase Agreement among Game, FastFunds Financial Corporation and Chex (the
      “Purchase Agreement”),
      the
      approval of the sale to Game of substantially all of the assets of Chex, each
      as
      used in the Business, as defined in the Purchase Agreement (the “Sale”)
      and
      the other actions contemplated by the Purchase Agreement, and any actions
      required in furtherance thereof; (ii) against approval of any proposal made
      in
      opposition to or in competition with the consummation of the Sale or any action
      or agreement that would result in a breach in any respect of any covenant,
      representation or warranty or any other obligation or agreement of Chex under
      the Purchase Agreement or of such Shareholder under this Agreement, or which
      would result in any of the conditions to consummation of the Sale in the
      Purchase Agreement not being fulfilled; and (iv) against: (A) any extraordinary
      corporate transaction (other than the Sale), such as a merger, consolidation,
      business combination, tender or exchange offer, reorganization,
      recapitalization, liquidation or other change of control involving Chex or
      any
      Subsidiary thereof, (B) any sale or transfer of a material amount of the assets
      or securities of Chex or any Subsidiary thereof (other than with respect to,
      contemplated or permitted by, the Purchase Agreement) and (C) any amendment
      of
      Chex articles of incorporation and bylaws or other proposal or transaction
      involving Chex or any Subsidiary thereof, which amendment or other proposal
      or
      transaction would in any manner impede, frustrate, prevent or nullify any
      provision of the Purchase Agreement or the Sale or change in any manner the
      voting rights of any class of Chex’s capital stock. The Proxyholders may not
      exercise this Irrevocable Proxy on any other matter. 

     

    The
      Shareholder may vote the Shares on all such other matters, subject to such
      other
      agreements as the Shareholder may be subject to, or bywhich the Shareholder
      or
      the Shares may be bound. The Irrevocable Proxy granted by Shareholder to the
      Proxyholders hereby is granted as of the date of this Irrevocable Proxy in
      order
      to secure the obligations of such Shareholder set forth in Paragraph
      1.1
      of the
      Voting Agreement, and is irrevocable and coupled with an interest in such
      obligations.

     


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Irrevocable Proxy will terminate upon the termination of the Voting Agreement
      in
      accordance with its terms. Upon the execution hereof, all prior proxies, voting
      agreements or powers-of-attorney given by the undersigned Shareholder with
      respect to the Shares and any and all other shares or securities issued or
      issuable in respect thereof on or after the date hereof are hereby revoked
      and
      no subsequent proxies or powers-of attorney will be given, nor voting agreements
      made until such time as this Irrevocable Proxy shall be terminated in accordance
      with its terms. All authority conferred herein shall survive the death or
      incapacity of the Shareholder and any obligation of the Shareholder hereunder
      shall be binding upon the heirs, personal representatives, successors and
      assigns of the Shareholder. The undersigned Shareholder authorizes the
      Proxyholders to file this Irrevocable Proxy and any substitution or revocation
      of substitution with the Secretary of Chex and with any inspector of elections
      at any meeting of shareholders ofChex.

     

    This
      Irrevocable Proxy is irrevocable and shall survive the insolvency, incapacity,
      death or liquidation of the undersigned. 

     

    DATED:
      ____________, 2005.

     

    

      

        
          	 	
                  Signature

                	 
	 	 	 
	 	
                  Name:

                	 
	 	 	 
	 	
                  Title:

                	 
	 	 	 
	 	
                  Address:

                	 
	 	 	 
	 	 	 
	 	 	 


        

      

    

     

     

     

     

     

     

     

    Number
      and Class(es) of Shares Held Beneficially or of Record by
      Shareholder:

     

    Common
      Stock:

     

    ____________
      shares owned beneficially and _________ shares owned of record.

     

    


     

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