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                                                                    Exhibit 10.2

                 CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT

This Change-in-Control Executive Severance Agreement (this "Agreement"),
effective August 5, 2003, is between Ace Cash Express, Inc., a Texas corporation
(the "Company"), and William S. McCalmont (the "Executive").

                              Statement of Purpose

The Company desires, for its continued success, to have the benefit of services
of experienced management personnel like the Executive. The Board of Directors
of the Company therefore believes that it is in the best interest of the Company
that, in the event of any prospective change in control of the Company, the
Executive be reasonably secure in his employment and position with the Company,
so that the Executive can exercise independent judgment as to the best interest
of the Company and its shareholders, without distraction by any personal
uncertainties or risks regarding the Executive's continued employment with the
Company created by the possibility of a change in control of the Company.
Therefore, the Company and the Executive are entering into this Agreement to
assure severance benefits to the Executive in connection with certain
terminations of employment upon or after a change in control of the Company.

                                    Agreement

In consideration of the statements made in the Statement of Purpose and the
mutual agreements set forth below, the Company and the Executive agree as
follows:

1.       Definitions and Interpretation. Various terms used in this Agreement
         are defined in Exhibit A; each of the defined terms used in this
         Agreement begins with a capital letter. Various interpretative matters
         for this Agreement are also set forth in Exhibit A. Exhibit A is an
         integral part of this Agreement and is incorporated in this Agreement
         by reference.

2.       Term of Agreement. This Agreement will continue in effect until the
         earliest of the following:

         (a)      Any termination of the Executive's employment with the Company
                  before a Change in Control. (If the Executive is employed by
                  any Subsidiary, whether or not he is also employed by the
                  Company, any reference in this Agreement to the Executive's
                  employment by the Company shall be deemed to include his
                  employment by a Subsidiary.)

         (b)      11:59 p.m. on June 30 following at least six months' Notice of
                  termination of this Agreement by either Party, if that June 30
                  occurs before a Change in Control.

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         (c)      The Company's performance of all of its obligations, and the
                  Executive's receipt of all of the payments and benefits to
                  which he is entitled, under this Agreement after a Severance
                  Payment Event.

3.       Severance Benefits. Upon a Severance Payment Event, in addition to any
         other severance or employment-termination compensation or benefits to
         which the Executive may be entitled from the Company or any Subsidiary
         under the terms of any Plan of which the Executive was a participant or
         a beneficiary immediately before the Severance Payment Event, the
         Company shall:

         (a)      Pay the Executive in cash, within five Business Days after the
                  Severance Payment Event, all of his Base Salary and all other
                  earned but unpaid cash compensation or entitlements due to the
                  Executive through (and including) the date of the Severance
                  Payment Event, including unused earned and accrued vacation
                  pay and unreimbursed reimbursable business expenses.

         (b)      Make the Severance Payment in cash within five Business Days
                  after the Severance Payment Event.

         (c)      Provide or arrange to provide the Executive (whether or not
                  under any Welfare Benefit Plan then maintained), at the
                  Company's sole expense and for the Benefit Continuation
                  Period, Welfare Benefits that are substantially the same the
                  Welfare Benefits provided to the Executive (and the
                  Executive's dependents and beneficiaries) immediately before
                  the Severance Payment Event, except that the Welfare Benefits
                  to which the Executive is entitled under this subsection (c)
                  will be subject to the Executive's compliance with Section 4
                  and will be reduced to the extent that comparable welfare
                  benefits are received by the Executive from an employer other
                  than the Company or any Subsidiary during the Benefit
                  Continuation Period. (The fact that the cost of the
                  participation by the Executive, or the Executive's dependents
                  or beneficiaries, in any Welfare Benefit Plan was paid
                  indirectly by the Company, as a reimbursement or a credit to
                  the Executive, before the Severance Payment Event does not
                  mean that the corresponding Welfare Benefits were not
                  "provided to the Executive" by the Company for the purpose of
                  this subsection (c).)

         In addition, each Stock Award outstanding immediately before the
         Severance Payment Event and not yet exercised or forfeited (as the case
         may be) will accelerate and become fully vested, exercisable, or
         nonforfeitable upon the Severance Payment Event, as though all
         requisite time had passed to vest the Stock Award or cause it to become
         exercisable or nonforfeitable.

4.       Nondisclosure and Noncompetition. As an inducement to the Company to
         enter into this Agreement, the Executive represents to and covenants
         with or in favor of the Company as follows:

         (a)      The Executive has acquired and will acquire during his
                  employment with the

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                  Company knowledge or awareness of various Trade Secrets. All
                  of the Trade Secrets are valuable, special, and unique assets
                  of the Company, and the disclosure of any of them, or their
                  use in any manner, other than on behalf of the Company would
                  cause substantial injury, loss of profits, and loss of
                  goodwill to the Company.

         (b)      During his employment with the Company and at all times
                  thereafter, the Executive shall not, directly or indirectly,
                  disclose or disseminate any Trade Secret to any other Person
                  or lecture upon, publish articles concerning, or otherwise use
                  or employ any Trade Secret, except (in any case) to the extent
                  required in the course of his employment with the Company or
                  by applicable law, rule, or regulation (including legal
                  process). In addition, all Trade Secrets and materials
                  containing Trade Secrets prepared or compiled by the Executive
                  or furnished or made available to him during his employment
                  with the Company are the sole and exclusive property of the
                  Company, and none of those Trade Secrets or materials
                  containing Trade Secrets may be retained by the Executive upon
                  or following any termination of his employment with the
                  Company.

         (c)      If the Executive's employment with the Company terminates
                  (other than because of the Executive's death or Disability)
                  upon or before the termination of this Agreement, the
                  Executive shall not, at any time during the first year after
                  that termination of employment anywhere in the Restricted
                  Territory, directly or indirectly engage in any activity
                  which, or any activity for any enterprise or entity a material
                  part of the business of which, is competitive with the
                  business conducted, or proposed during his employment with the
                  Company to be conducted, by the Company. The activity
                  prohibited by the preceding sentence includes any kind of
                  ownership (other than ownership of securities of a publicly
                  held entity of which the Executive owns less than 1% of a
                  class of outstanding securities) in or of, or acting as a
                  director, officer, agent, employee, or consultant of or for,
                  any enterprise or entity referred to in the preceding
                  sentence.

         (d)      The Executive acknowledges and agrees that the restrictions in
                  this Section 4 are reasonable and not unduly burdensome to him
                  under the circumstances.

         (e)      The Executive's compliance with this Section 4 is a condition
                  to the Company's obligation to continue to provide Welfare
                  Benefits to the Executive under subsection (c) of Section 3;
                  the Company may refuse to continue providing those Welfare
                  Benefits if there is any such noncompliance. The Company shall
                  have the burden of proof regarding any question of the
                  Executive's compliance or noncompliance with this Section 4.

5.       Tax Limitation. If any payment or benefit received or to be received by
         the Executive under this Agreement or any other of the Total Severance
         Benefits would not be deductible, in whole or in part, by the Company
         as a result of Section 280G of the Code, the payments and benefits
         under this Agreement shall be reduced until no portion of the Total
         Severance Benefits is nondeductible as a result of Section 280G of the
         Code. For

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         the purposes of this Section 5:

         (a)      Any portion of the Total Severance Benefits that the Executive
                  has effectively waived in writing before the date on which
                  that portion is received shall not be taken into account in
                  determining the limitation on the Total Severance Benefits;

         (b)      any portion of the Total Severance Benefits that does not
                  constitute a "parachute payment" within the meaning of Section
                  280G(b)(2) of the Code shall not be taken into account in
                  determining the limitation on the Total Severance Benefits;
                  and

         (c)      the value of any non-cash benefit or deferred payment included
                  in the Total Severance Benefits shall be determined by the
                  Company's independent auditors in accordance with the
                  principles of Sections 280G(d)(3) and (4) of the Code.

6.       Executive's Legal Expenses. The Company shall pay the Executive an
         amount equal to the reasonable legal fees and other expenses incurred
         in good faith by him in obtaining or retaining payments and benefits
         under this Agreement, including all such fees and expenses (if any) in
         enforcing, in good faith, any right or benefit provided by this
         Agreement or in connection with the contest or defense of any tax audit
         or proceeding by the Internal Revenue Service to the extent that
         Section 4999 of the Code is alleged or claimed to apply to any payment
         or benefit provided under this Agreement. The Company will be obligated
         under the preceding sentence even if the Executive is not successful in
         any enforcement claim or counterclaim by him, or in any such tax
         contest or defense, so long as he acted in good faith. The Company
         shall make any payment required by this Section 6 within five Business
         Days after Notice from the Executive requesting payment and providing
         such evidence of the incurrence of those fees and expenses as the
         Company may reasonably request.

7.       No Mitigation. If a Severance Payment Event occurs, the Executive need
         not seek other employment or attempt in any way to reduce the amount of
         any payments or benefits to the Executive by the Company under this
         Agreement. The amount of the Severance Payment and, except as stated in
         subsection (c) of Section 3 and in subsection (e) of Section 4, any
         other severance benefit provided or to be provided to the Executive by
         the Company under Section 3 shall not be reduced by any compensation
         earned by the Executive as the result of any other employment,
         consulting relationship, or other business activity.

8.       No Set-off. The Company's obligations under this Agreement are absolute
         and unconditional, and not subject to any set-off, counterclaim,
         recoupment, defense, or other right that the Company or any Subsidiary
         may have against the Executive, except as stated in subsection (c) of
         Section 3 and in subsection (e) of Section 4.

9.       Tax Withholding. The Company shall withhold from any payments or
         benefits under this Agreement (whether or not otherwise acknowledged
         under this Agreement) all federal, state, local, or other taxes as may
         be legally required to be withheld.

10.      Employment Status. Nothing in this Agreement provides the Executive
         with any

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         continued employment with the Company or any Subsidiary or shall
         interfere with the Company's right to terminate the Executive's
         employment at any time and for any (or no) reason.

11.      No Exclusivity. Nothing in this Agreement prevents or limits the
         Executive's participation in any Plan for which the Executive may
         qualify or shall impair any rights that the Executive may have under
         any other contract or agreement with the Company or any Subsidiary,
         except for any limitation resulting from Section 5.

12.      Governing Law; Jurisdiction. All matters or issues relating to the
         interpretation, construction, validity, and enforcement of this
         Agreement shall be governed by the laws of Texas, without giving effect
         to any choice-of-law principle that would cause the application of the
         laws of any jurisdiction other than Texas. Jurisdiction and venue of
         any action or proceeding relating to this Agreement or any Dispute (to
         the extent arbitration is not required under Section 13) shall be
         exclusively in Dallas County, Texas.

13.      Arbitration. Except as provided in subsection (h) of this Section 13,
         any Dispute must be resolved by binding arbitration in accordance with
         the following:

         (a)      A Party may begin arbitration by filing a demand for
                  arbitration in accordance with the Arbitration Rules and
                  concurrently Notifying the other Party of that demand. If the
                  Parties are unable to agree upon a panel of three arbitrators
                  within ten days after the demand for arbitration was filed
                  (and do not agree to an extension of that ten-day period),
                  either Party may request the Dallas office of the American
                  Arbitration Association to appoint the arbitrator or
                  arbitrators necessary to complete the panel in accordance with
                  the Arbitration Rules. Each arbitrator so appointed shall be
                  deemed accepted by the Parties as part of the panel.

         (b)      The arbitration shall be conducted in the Dallas-Fort Worth,
                  Texas metropolitan area at a place and time agreed upon by the
                  Parties with the panel, or if the Parties cannot agree, as
                  designated by the panel. The panel may, however, call and
                  conduct hearings and meetings at such other places as the
                  Parties may agree or as the panel may, on the motion of one
                  Party, determine to be necessary to obtain significant
                  testimony or evidence.

         (c)      The panel may authorize any and all forms of discovery upon a
                  Party's showing of need that the requested discovery is likely
                  to lead to material evidence needed to resolve the Dispute and
                  is not excessive in scope, timing, or cost.

         (d)      The arbitration shall be subject to the Federal Arbitration
                  Act and conducted in accordance with the Arbitration Rules to
                  the extent that they do not conflict with this Section 13. The
                  Parties and the panel may, however, agree to vary to
                  provisions of this Section 13 or the matters otherwise
                  governed by the Arbitration Rules.

         (e)      The arbitration hearing shall be held within 30 days after the
                  appointment of the panel. The panel's final decision or award
                  shall be made within 30 days after the hearing. That final
                  decision or award shall be made by unanimous or majority

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                  vote or consent of the arbitrators constituting the panel, and
                  shall be deemed issued at the place of arbitration. The
                  panel's final decision or award shall be based on this
                  Agreement and applicable law; the panel may not act according
                  to equity and conscience or apply the law merchant.

         (f)      The panel's final decision or award may include injunctive
                  relief in response to any actual or impending breach of this
                  Agreement or any other actual or impending action or omission
                  of a Party under or in connection with this Agreement.

         (g)      The panel's final decision or award shall be final and binding
                  upon the Parties, and judgment upon that decision or award may
                  be entered in any court having jurisdiction. The Parties waive
                  any right to apply or appeal to any court for relief from the
                  preceding sentence or from any decision of the panel made
                  before the final decision or award.

         (h)      Nothing in this Section 13 limits the right of either Party to
                  apply to a court having jurisdiction to (i) enforce the
                  agreement to arbitrate in accordance with this Section 13,
                  (ii) seek provisional or temporary injunctive relief, in
                  response to an actual or impending breach of the Agreement or
                  otherwise so as to avoid a irrevocable damage or maintain the
                  status quo, until a final arbitration decision or award is
                  rendered or the Dispute is otherwise resolved, or (iii)
                  challenge or vacate any final arbitration decision or award
                  that does not comply with this Section 13. In addition,
                  nothing in this Section 13 prohibits the Parties from
                  resolving any Dispute (in whole or in part) by agreement.

14.      Company's Successor. In addition to any obligations imposed by law upon
         any successor to the Company, the Company shall require any successor
         to all or substantially all of the Company's business or assets
         (whether direct or indirect and whether by purchase, reorganization,
         merger, share exchange, consolidation, or otherwise) to expressly
         assume and agree to perform the Company's obligations under this
         Agreement to the same extent, and in the same manner, as the Company
         would be required to perform if no such succession had occurred. This
         Agreement shall be binding upon, and inure to the benefit of, any
         successor to the Company.

15.      Executive's Successor. This Agreement shall inure to the benefit of,
         and be enforceable by, the Executive's personal or legal
         representatives, administrators, successors, executors, heirs,
         distributees, devisees, and legatees. If the Executive should die after
         a Severance Payment Event, but before any payment or benefit to which
         the Executive is entitled under this Agreement has been received by the
         Executive, all payments or benefits to which the Executive would have
         been entitled had he continued to live (other than any such Welfare
         Benefits that, by their terms, terminate upon the Executive's death)
         shall be made or provided in accordance with this Agreement to the
         representatives, executors, or administrators of the Executive's
         estate.

16.      Restricted Assignment. Except as expressly provided in Sections 14 and
         15, neither Party may assign, transfer, or delegate this Agreement or
         any of its or his rights or

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         obligations under this Agreement without the prior written consent of
         the other Party. Any attempted assignment, transfer, or delegation in
         violation of the preceding sentence shall be void and of no effect.

17.      Waiver and Amendment. No term or condition of this Agreement shall be
         deemed waived other than by a writing signed by the Party against whom
         or which enforcement of the waiver is sought. Without limiting the
         generality of the preceding sentence, a Party's failure to insist upon
         the other Party's strict compliance with any provision of this
         Agreement or to assert any right that a Party may have under this
         Agreement shall not be deemed a waiver of that provision or that right.
         Any written waiver shall operate only as to the specific term or
         condition waived under the specific circumstances and shall not
         constitute a waiver of that term or condition for the future or a
         waiver of any other term or condition. No amendment or modification of
         this Agreement shall be deemed effective unless stated in a writing
         signed by the Parties.

18.      Entire Agreement. This Agreement contains the Parties' entire agreement
         regarding the subject matter of this Agreement and supersedes all prior
         agreements and understandings between them regarding that subject
         matter. The Parties have made no agreements, representations, or
         warranties regarding the subject matter of this Agreement that are not
         set forth in this Agreement.

19.      Notice. Each notice or other communication required or permitted under
         this Agreement shall be in writing and transmitted, delivered, or sent
         by personal delivery, prepaid courier or messenger service (whether
         overnight or same-day), prepaid telecopy or facsimile, or prepaid
         certified United States mail (with return receipt requested), addressed
         (in any case) to the other Party at the address or number for that
         Party set forth below that Party's signature on this Agreement, or at
         such other address or number as the recipient has designated by Notice
         to the other Party. Each notice or communication so transmitted,
         delivered, or sent:

         (a)      in person, by courier or messenger service, or by certified
                  United States mail shall be deemed given, received, and
                  effective on the date delivered to or refused by the intended
                  recipient (with the return receipt, or the equivalent record
                  of the courier or messenger, being deemed conclusive evidence
                  of delivery or refusal), or

         (b)      by telecopy or facsimile shall be deemed given, received, and
                  effective on the date of actual receipt (with the confirmation
                  of transmission being deemed conclusive evidence of receipt,
                  except where the intended recipient has promptly Notified the
                  other Party that the transmission is illegible).

         Nevertheless, if the date of delivery or transmission is not a Business
         Day, or if the delivery or transmission is after 5:00 p.m. on a
         Business Day, the notice or other communication shall be deemed given,
         received, and effective on the next Business Day.

20.      Severability. If any provision of this Agreement is or becomes invalid
         or unenforceable, that provision (to the extent invalid or
         unenforceable) shall be deemed amended or reformed to the extent
         required to render it valid and enforceable, and the remainder of

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         this Agreement shall be unaffected and shall continue in effect.

21.      Counterparts. This Agreement may be signed in counterparts, with the
         same effect as if both Parties had signed the same document. All
         counterparts shall be construed together to constitute one, and the
         same, document.

The Parties have signed this Agreement to be effective as of the date set forth
in the first paragraph.

Company:                                         Executive:

ACE CASH EXPRESS, INC.

\s\ Jay B. Shipowitz                             \s\ WILLIAM S. MCCALMONT
--------------------                             ------------------------
                                                 WILLIAM S. MCCALMONT

Address for Notice:                              Address for Notice:
1231 Greenway Drive                              1231 Greenway Drive
Suite 600                                        Irving, Texas 75038
Irving, Texas 75038                              Telecopy no. (972) 582-1464
Telecopy no. (972) 550-5150
Attention: Chairman of the Board                 Date: December 5, 2003

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                                    EXHIBIT A

                                       TO

                 CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT

DEFINED TERMS. In the Agreement, the following terms have the corresponding
meanings:

"Acquiring Person" means any Person (other than an Excluded Person) who or
which, alone or together with all Affiliates and Associates of that Person, is
the Beneficial Owner of 25% or more of the Voting Securities of the Company then
outstanding.

"Affiliate" and "Associate" have the respective meanings ascribed to them in
Rule 12b-2 under the Exchange Act.

"Agreement" means the Change-in-Control Executive Severance Agreement between
the Parties of which this Exhibit A is a part.

"Arbitration Rules" means the Rules for Commercial Arbitration of the American
Arbitration Association in effect at the time of an arbitration of a Dispute.

"Base Salary" means the Executive's annual salary, or base or fixed annual
compensation, of record from the Company or a Subsidiary that is his primary
employer, excluding any amount received or to be received under incentive
compensation Plans, whether or not deferred.

"Beneficial Owner" means beneficial owner as defined in Rule 13d-3 under the
Exchange Act. ("Beneficially Owns" has the correlative meaning.) Any calculation
of the number of Voting Securities outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding Voting
Securities of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act.

"Benefit Continuation Period" means 30 consecutive months after a Severance
Payment Event.

"Board" means the Board of Directors of the Company.

"Business Day" means any Monday through Friday, excluding any such day on which
banks are authorized to be closed in Texas.

"Cause" means:

(i)      the Executive's willful failure to substantially perform his employment
         duties to the Company, as such duties may exist from time to time, or
         comply with the written policies

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         of the Company (other than any such failure resulting from Disability
         or the Executive's termination for Good Reason) which continues for a
         reasonable time after a Notice to the Executive from the Board that (A)
         identifies the manner in which the Board believes that the Executive
         has not substantially performed the Executive's duties or complied with
         written policies and (B) demands substantial performance or compliance
         within a specified reasonable time; or

(ii)     the Executive's willful engaging in conduct (including any illegal
         conduct) that is demonstrably and materially injurious to the Company
         or any Subsidiary, monetarily or otherwise.

For purposes of this definition, no act, or failure to act, by the Executive
shall be deemed "willful" unless done, or omitted to be done, by the Executive
not in good faith and without reasonable belief that the Executive's act, or
failure to act, was in the best interest of the Company and its Subsidiaries.
For the purpose of clause (i) of this definition, a "reasonable time" shall be a
time period determined by the Board, acting in good faith, to be sufficient
under normal circumstances to correct the deficient performance or compliance
described in the Notice to the Executive.

"Change in Control" means the occurrence of any one or more of the following:

(i)      Any Person becomes an Acquiring Person, except as the result of (A) any
         acquisition of Voting Securities of the Company by the Company or (B)
         any acquisition of Voting Securities of the Company directly from the
         Company (as authorized by the Board).

(ii)     Individuals who constitute the Incumbent Board cease for any reason to
         constitute at least a majority of the Board; and for this purpose, any
         individual who becomes a member of the Board after the date of this
         Agreement whose election, or nomination for election by holders of the
         Company's Voting Securities, was approved by the vote of at least a
         majority of the individuals then constituting the Incumbent Board shall
         be considered a member of the Incumbent Board (except that any such
         individual whose initial election as director occurs as the result of
         an actual or threatened election contest, within the meaning of Rule
         14a-11 under the Exchange Act, or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board shall not be so considered).

(iii)    The consummation of a reorganization, merger, share exchange,
         consolidation, or sale or disposition of all or substantially all of
         the assets of the Company unless, in any case, the Persons who or which
         Beneficially Own the Voting Securities of the Company immediately
         before that transaction Beneficially Own, directly or indirectly,
         immediately after the transaction, at least 75% of the Voting
         Securities of the Company or any other corporation or other entity
         resulting from or surviving the transaction (including a corporation or
         other entity which, as the result of the transaction, owns all or
         substantially all of Voting Securities of the Company or all or
         substantially all of the Company's assets, either directly or
         indirectly through one or more subsidiaries) in substantially the same
         proportion as their respective ownership of the Voting Securities of
         the Company

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         immediately before that transaction.

(iv)     The Company's shareholders approve a complete liquidation or
         dissolution of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Company" means Ace Cash Express, Inc., a Texas corporation.

"Disability" means the Executive's inability, because of any physical or mental
illness or impairment, to substantially perform all of his employment duties to
the Company, on a full-time basis, for a period of at least 90 consecutive days,
as reasonably determined by the Board, based on advice from one or more
competent medical doctors selected by the Company or any of its insurers and
acceptable to the Executive or his legal representative.

"Dispute" means any dispute, disagreement, claim, or controversy arising in
connection with or relating to the Agreement or the validity, interpretation,
performance, breach, or termination of the Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time.

"Excluded Person" means:

(i)      the Executive or any group (within the meaning of Section 13(d)(3) of
         the Exchange Act) of which the Executive is a member;

(ii)     any Person that controls (as defined in Rule 12b-2 under the Exchange
         Act) the Company as of the date of the Agreement or any group of which
         any such Person is a member;

(iii)    any employee-benefit plan, or related trust, sponsored or maintained by
         the Company or any of its Subsidiaries, or any trustee or other
         fiduciary thereof; or

(iv)     any corporation or other entity owned directly or indirectly by the
         shareholders of the Company in substantially the same proportions as
         their ownership of the Voting Securities of the Company.

"Executive" means William S. McCalmont.

"Good Reason" means:

(i)      the assignment to the Executive of any duties inconsistent in any
         material respect with the Executive's position (which, in this
         definition, includes status, office, title, and reporting
         requirements), duties, or responsibilities as an officer of the Company
         or any Subsidiary, or any other material diminution in the Executive's
         position, authority, duties, or responsibilities from those in effect
         as of three months before a Change in Control, other than (in any case)
         an isolated and inadvertent action not taken in bad faith that is
         remedied

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         by the Company promptly after Notice thereof to the Company by the
         Executive;

(ii)     the Company's requiring the Executive to be based at any office or
         location farther than 50 miles from the Executive's office or principal
         job location immediately before a Change in Control, except for
         required business travel to an extent substantially consistent with the
         Executive's travel obligations immediately before the Change in
         Control;

(iii)    any failure to comply with and satisfy Section 14, if the Company's
         successor has received at least ten days' prior written notice from the
         Company or the Executive of the requirements of Section 14;

(iv)     a material reduction in the Executive's Base Salary from the highest
         amount in effect at any time within three months before a Change in
         Control;

(v)      the failure by the Company or any Subsidiary to continue in effect any
         compensation Plan in which the Executive participates immediately
         before the Change in Control that is material to the Executive's total
         compensation, unless an equitable arrangement (embodied in an ongoing
         substitute or alternative Plan or arrangement) has been made with
         respect to that Plan, or the failure by the Company or any Subsidiary
         to continue the Executive's participation in any such compensation Plan
         (or in such substitute or alternative Plan or arrangement) on a basis
         not materially less favorable to the Executive, both in terms of the
         amount of benefits provided and the level of the Executive's
         participation relative to other participants, than existed at any time
         within three months before the Change in Control; or

(vi)     the failure by the Company or any Subsidiary to continue to provide the
         Executive with benefits similar in all material respects to those
         enjoyed by the Executive under any Plan in which the Executive was
         participating at any time within three months before the Change in
         Control, the taking of action by the Company or any Subsidiary which
         would directly or indirectly materially reduce any of such benefits or
         deprive the Executive of any material fringe benefit enjoyed by the
         Executive at any time three months before the Change in Control, or the
         failure by the Company or any Subsidiary to provide the Executive with
         the number of paid vacation days to which the Executive is entitled on
         the basis of years of service with the Company and its Subsidiary in
         accordance with the Company's or a Subsidiary's normal vacation policy
         in effect at any time within three months before the Change in Control.

"Incumbent Board" means the members of the Board on the effective date of the
Agreement (subject, however, to clause (ii) of the definition of "Change in
Control").

"Notice" means a written communication complying with Section 19. ("Notify" has
the correlative meaning.)

"Parties" means, collectively, the Company and the Executive. ("Party" means
either the Company or the Executive.)

"Person" means any individual, firm, corporation, partnership, limited liability
company, trust, or

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other entity, including any successor (by merger or otherwise) of such entity.

"Plan" means any bonus, incentive compensation, savings, retirement, stock
option, stock appreciation, stock ownership or purchase, pension, deferred
compensation, or Welfare Benefits plan, policy, practice, program, or
arrangement of (including any separate contract or agreement with) the Company
or any Subsidiary for its employees.

"Restricted Territory" means, collectively, Dallas County, Texas; each county
(or equivalent subdivision) of any state, district, or territory of the United
States of America as to which the Executive had supervisory responsibility for
the Company during his employment with the Company; and each county (or
equivalent territory) adjacent to any of the preceding counties (or equivalent
territories).

"Severance Payment" means an amount equal to two and one-half times the sum of:

(i)      the Executive's highest Base Salary in effect at any time within three
         months before the Change in Control;

(ii)     the highest amount of the annual automobile allowance payable to the
         Executive within three months before the Change in Control; and

(iii)    an amount equal to the average of the annual bonuses or incentive cash
         compensation paid or payable to the Executive by the Company and any
         Subsidiary for the three fiscal years of the Company preceding the
         fiscal year in which the Change in Control occurs, but in any event no
         less than the Executive's targeted bonus or amount of incentive cash
         compensation for the fiscal year in which the Change in Control occurs
         (or if not yet determined for that fiscal year before the Change in
         Control occurs, the Executive's targeted bonus or amount of incentive
         compensation for the preceding fiscal year).

For clause (iii) of this definition: (a) if the Executive has not been employed
by the Company and a participant in a bonus or incentive cash compensation Plan
during the three completed fiscal years of the Company before the Change in
Control, the average of the annual bonuses or incentive cash compensation shall
be calculated over the completed fiscal years of the Company during which the
Executive was so employed and a participant in a bonus or incentive cash
compensation Plan; (b) the calculation of the average of the annual bonuses or
incentive cash compensation of the Executive shall include a fiscal year during
which the Executive was employed by the Company and a participant in a bonus or
incentive cash compensation Plan even if the Executive did not earn any bonus or
incentive cash compensation for that fiscal year; (c) the bonus or incentive
cash compensation paid or payable to the Executive for only part of a fiscal
year of the Company shall be annualized (on the same basis as the one on which
the bonus or compensation was prorated) for that fiscal year to calculate the
average; and (d) the "targeted" bonus or incentive cash compensation for the
fiscal year of the Company in which the Change in Control occurs shall be the
amount identified as a "target" by the Board (or its compensation committee that
administers the bonus or incentive cash compensation Plan) for the Executive, or
if no amount is identified as a "target," the "targeted" amount shall be the
amount of the bonus or incentive cash compensation that the Executive could earn
for that fiscal year if the business plan

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for the Company or the Executive, or both, is satisfied (but not exceeded).

"Severance Payment Event" means the occurrence of a Change in Control coincident
with or followed, at any time before the end of the 24th month immediately
following the month in which the Change in Control occurred, by the termination
of the Executive's employment with the Company for any reason other than (a) by
the Executive without Good Reason, (b) by the Company because of Disability or
for Cause, or (c) by the death of the Executive. Any transfer of the Executive's
employment from the Company to a Subsidiary, from a Subsidiary to the Company,
or from one Subsidiary to another Subsidiary is not a termination of the
Executive's employment by the Company for purposes of the Agreement (though any
such transfer might, depending on the circumstances, constitute or result in a
termination of employment by the Executive for Good Reason).

"Stock Award" means a stock option, stock appreciation right, restricted stock
grant, performance share plan, or any other agreement in which the Executive
has, or will (by the passage of time only, not based on the Executive's
performance) have, (a) an interest in capital stock of the Company or a right to
obtain capital stock or an interest in capital stock of the Company, or (b) an
interest or right the economic value of which depends solely on the performance
of the capital stock of the Company.

"Subsidiary" means a corporation or other entity, whether incorporated or
unincorporated, of which at least a majority of the Voting Securities is owned,
directly or indirectly, by the Company.

"Total Severance Benefits" means the Severance Payment and all other payments
and benefits received or to be received by the Executive under the Agreement and
all payments and benefits (if any) to which the Executive may be entitled under
any Plan upon or as the result of a Change in Control or the termination of his
employment with the Company, or both.

"Trade Secrets" means any and all information and materials (in any medium) that
are proprietary to the Company or are treated as confidential by the Company as
part of or relating to all or any portion of the Company's business, including
information and materials about the products and services offered, or the needs
of customers served, by the Company; compilations of information, records and
specifications, processes, programs, and systems of the Company; research of or
for the Company; and methods of doing business of the Company.

"Voting Securities" means securities or other interests having by their terms
ordinary voting power to elect members of the board of directors of a
corporation or individuals serving similar functions for a noncorporate entity.

"Welfare Benefits" means medical, prescription, dental, disability, employee
life, group life, accidental death, and travel accident insurance (whether
funded by insurance policy or self-insured by the Company or any Subsidiary)
provided or arranged by the Company or any Subsidiary to be provided to its
employees.

"Welfare Benefit Plan" means any Plan that provides any Welfare Benefits.

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INTERPRETIVE MATTERS. In the interpretation of the Agreement, except where the
context otherwise requires:

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

(b)      "or" has the inclusive meaning "and/or";

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

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

(e)      "Section" refers to a Section of the Agreement, unless otherwise stated
         in the Agreement;

(f)      "month" refers to a calendar month; and

(g)      a reference to any statute, rule, or regulation includes any amendment
         thereto or any statute, rule, or regulation enacted or promulgated in
         replacement thereof.

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