EXHIBIT 10.1

       AMENDED AND RESTATED CREDIT AGREEMENT DATED NOVEMBER 9, 2000, WITH
                        SCHEDULES AND EXHIBITS THERETO.
























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                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as
of November 9, 2000, is by and among ACE CASH EXPRESS, INC., a Texas corporation
(the  "Borrower"),  WELLS FARGO BANK  TEXAS,  NATIONAL  ASSOCIATION,  a national
banking  association  (formerly  known as Wells  Fargo  Bank  (Texas),  National
Association)  ("WFB"),  as agent  for the  Lenders  (WFB in such  capacity,  the
"Agent"), BANK OF AMERICA, N.A., a national banking association,  as syndication
agent for the Lenders (the  "Syndication  Agent"),  FIRST UNION NATIONAL BANK, a
national banking association ("FUNB"),  and THE CHASE MANHATTAN BANK, a national
banking association ("Chase"), both as managing agents for the Lenders (FUNB and
Chase, in such capacities, are hereby referred to as the "Managing Agents"), and
the  lenders  named in  Schedules  2.01(a)  and  2.01(b)  hereto  (collectively,
together with all successors and assigns, the "Lenders").

                             PRELIMINARY STATEMENTS

         A.  Pursuant to that  certain  Credit  Agreement,  dated as of July 31,
1998, as amended by that certain First Amendment to Credit  Agreement,  dated as
of December 16, 1998,  as further  amended by that certain  Second  Amendment to
Credit  Agreement  effective  as of  December  15,  1999 (the  "Existing  Credit
Agreement"),  by and among  Borrower,  Agent and the other Lenders,  the Lenders
provided Borrower with a $165,000,000  credit facility pursuant to which Lenders
made to Borrower:  (i) Advance Term Loan Commitments (as defined in the Existing
Credit Agreement) in the maximum  aggregate  principal amount of $35,000,000 and
(ii) Revolving Credit  Commitments (as defined in the Existing Credit Agreement)
in the maximum aggregate principal amount of $130,000,000 (including the ability
to issue Letters of Credit [as defined in the Existing  Credit  Agreement] in an
aggregate  amount  not to  exceed  $1,500,000  and to make  Swingline  Loans [as
defined in the Existing Credit  Agreement] in an aggregate  amount not to exceed
$25,000,000);

         B. Borrower, Agent and the Lenders desire to amend, restate and modify,
but not  extinguish,  the Existing  Agreement in its entirety as hereinafter set
forth to, among other things,  refinance the outstanding  obligations  under the
Existing  Credit  Agreement  pursuant to which Lenders will provide the Borrower
with a  $220,000,000  credit  facility and Lenders  will make to  Borrower:  (i)
Reducing  Revolver  Commitments  in the maximum  aggregate  principal  amount of
$65,000,000,  such  Reducing  Revolver  Commitments  to  be in  replacement  and
increase of the Advance Term Loan Commitments (as defined in the Existing Credit
Agreement)  and (ii)  Revolving  Credit  Commitments  in the  maximum  aggregate
principal  amount of  $155,000,000  (including  the ability to issue  Letters of
Credit in an aggregate  amount not to exceed  $1,500,000  and to make  Swingline
Loans in an aggregate amount not to exceed $25,000,000);

         C. It is the intention of the parties hereto that the Loans outstanding
prior to the Closing Date to or for the account of the Borrower  shall  continue
and  remain  outstanding  and not be repaid on the  Closing  Date,  but shall be
assigned and  reallocated  among the Lenders as provided in Section 2.01 hereof,
and  accordingly,  the Loans and  Commitments  hereunder  are not in novation or
discharge of the outstanding Loans; and
<PAGE>

         D. Borrower,  Agent and Lenders further desire to amend and restate the
Existing  Credit  Agreement as  hereinafter  set forth and Agent and Lenders are
willing to make such loans and provide such other  financial  accommodations  on
the terms and conditions set forth herein.

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other  good and  valuable  consideration,  the  sufficiency  of which is  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

                                    AGREEMENT

ARTICLE I.  DEFINITIONS

         SECTION 1.01.  Certain Defined Terms.  As used in this  Agreement,  the
following  terms shall have the meanings  specified  below (such  meanings to be
equally applicable to both the singular and plural of the terms defined):

         "AAA" shall have the meaning set forth in Section 9.11(b) hereof.

         "Acceptable Acquisition" shall mean (i) any acquisition by the Borrower
of all or  substantially  all of the business of, any business entity  (whatever
corporate  form and  whether  accomplished  as an asset  acquisition  or a stock
purchase or  acquisition of other forms of ownership  interests)  engaged in the
same business or a substantially  similar line of business,  but only if (a) the
purchase price of such acquisition  (including the amount of Indebtedness of the
business entity or of the seller or sellers assumed in connection  therewith) is
no more than seven million dollars ($7,000,000) and (b) such business entity has
either  (I)  positive  EBITDA  for the  twelve  (12)  month  period  immediately
preceding the proposed date of such acquisition or (II) positive Restated EBITDA
for the twelve (12) month period immediately preceding the proposed date of such
acquisition (as determined by Agent and Borrower), (ii) the acquisition of up to
one hundred  fourteen  (114) U.S. Money Order stores for a purchase price not to
exceed thirty two million dollars ($32,000,000),  or (iii) any other acquisition
approved by Required Lenders in their sole discretion.

         "Adjusted  LIBOR" shall mean,  with respect to any Eurodollar  Loan for
any Interest  Period or to any  Reference  Rate Loan, an interest rate per annum
(rounded upwards,  if necessary,  to the next 1/16 of one percent (1%)) equal to
the product of (a) the LIBOR in effect for such Interest  Period,  multiplied by
(b) Statutory Reserves. For purposes hereof,  "Statutory Reserves" as used above
shall mean a fraction  (expressed  as a decimal),  the numerator of which is the
<PAGE>

number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages  (including,  without limitation,  any marginal,
special, emergency, or supplemental reserves) expressed as a decimal established
by the Board and any other banking authority to which any Lender is subject with
respect  to the  Adjusted  LIBOR for  Eurocurrency  Liabilities  (as  defined in
Regulation D). Such reserve percentages shall include, without limitation, those
imposed under  Regulation D. Eurodollar  Loans and Reference Rate Loans shall be
deemed to constitute Eurocurrency  Liabilities and as such shall be deemed to be
subject to such reserve requirements without benefit of or credit for proration,
exceptions  or offsets  which may be  available  from time to time to any Lender
under Regulation D. Statutory Reserves shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

         "Affiliate"  of any Person shall mean any other Person which,  directly
or indirectly, controls or is controlled by or is under common control with such
Person and, without  limiting the generality of the foregoing,  includes (a) any
Person which  beneficially  owns or holds ten percent (10%) or more of any class
of voting  securities  of such Person or ten percent (10%) or more of the equity
interest in such Person,  (b) any Person of which such Person  beneficially owns
or holds ten percent (10%) or more of any class of voting securities or in which
such Person  beneficially  owns or holds ten percent (10%) or more of the equity
interest  in such  Person  and (c) any  director,  officer or  employee  of such
Person. For the purposes of this definition, the term "control" (including, with
correlative  meanings,  the terms  "controlled  by" and  "under  common  control
with"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person,  whether through the ownership of voting  securities or
by contract or otherwise.

         "Agent" shall have the meaning assigned to such term in the preamble to
this Agreement,  and any successor Agent appointed pursuant to the terms of this
Agreement.

         "Agreement"  shall mean this Credit  Agreement,  as amended,  modified,
renewed or supplemented from time to time.

         "Alternate  Base Loan"  shall mean a Loan based on the  Alternate  Base
Rate in accordance with Article II hereof.

         "Alternate  Base  Rate"  shall  mean,  for any day,  a rate  per  annum
(rounded upwards,  if necessary,  to the next 1/16 of one percent (1%)) equal to
the  greater of (a) the Prime Rate in effect on such day,  or (b) the sum of the
Federal Funds  Effective Rate in effect on such day plus one-half of one percent
(0.5%).  For purposes  hereof,  "Prime Rate" shall mean the rate of interest per
annum  publicly  announced  from time to time as its prime  rate by Wells  Fargo
Bank,  National  Association at its  headquarters in San Francisco,  California.
Such rate of interest is a fluctuating  reference rate and may or may not at any
time be the best or lowest rate charged by the Agent on any loan.  The Agent may
make loans at rates of  interest  at,  above or below the Prime  Rate.  "Federal
Funds Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight  Federal  funds  transactions  with members of the Federal  Reserve
System  arranged by Federal funds brokers,  as published on the next  succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so

<PAGE>

published for any day which is a Business Day, the average of the quotations for
the day of such transactions  received by the Agent from three (3) Federal funds
brokers of recognized standing selected by it. If for any reason the Agent shall
have determined (which  determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate, for any reason,
including, the inability or failure of the Agent to obtain sufficient quotations
in accordance with the terms hereof, the Alternate Base Rate shall be determined
without  regard  to clause  (b) of the first  sentence  of this  definition,  as
appropriate,  until the  circumstances  giving rise to such  inability no longer
exist.  Any change in the Alternate  Base Rate due to a change in the Prime Rate
or the Federal Funds  Effective Rate shall be effective on the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

         "Amendment  to  Collateral  Trust  Agreement"  shall mean that  certain
Amendment to Amended and Restated  Collateral  Trust  Agreement  dated as of the
date  hereof  by and  among the  Borrower,  the  Agent,  Principal  Mutual  Life
Insurance Company,  Travelers Express Company, Inc. and Wilmington Trust Company
substantially in the form of Exhibit J attached hereto.

         "Applicable  Commitment  Fee  Percentage"  shall mean,  at any time the
Commitment  Fee  described in Section 2.06 hereof is to be paid,  the  following
percentages  per annum  applicable to the following  Types of facilities,  which
percentages  shall be  multiplied by the Available  Commitment  Amount,  as more
fully described by Section 2.06:

         (a) For the period  from the Closing  Date  through the last day of the
fiscal quarter ending March 31, 2001,  the following  Applicable  Commitment Fee
Percentages shall apply to the Reducing Revolver Commitment,  and for the entire
term  of  the  Credit  Agreement,   the  following  Applicable   Commitment  Fee
Percentages shall apply to the Revolving Credit Commitment:


   ----------------------------------------- ---------------------------
             TYPE OF FACILITY                 APPLICABLE COMMITMENT FEE
                                                       PERCENTAGE
   ----------------------------------------- ---------------------------
   Reducing Revolver Commitment                        0.375%

   ----------------------------------------- ---------------------------
   Revolving Credit Commitment                         0.250%

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

         (b) For each  fiscal  quarter  after  March  31,  2001,  the  following
Applicable  Commitment  Fee  Percentages  per  annum  relating  to the  Reducing
Revolver  Commitment only shall apply,  and shall be determined as a function of
the Debt to Cash Flow Ratio, as set forth on the most recent certificate showing
compliance  delivered to the Agent by Borrower  pursuant to Section 5.05(c),  as
follows:
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  ------------------------------------------------------------------------------
           DEBT TO CASH FLOW RATIO                     APPLICABLE COMMITMENT FEE
                                                            PERCENTAGE
  --------------------------------------------------- ------------------------
  Greater than or equal to 1.75 to 1.00                         0.50%

  --------------------------------------------------- ------------------------
  Less than 1.75 to 1.00,  but  greater  than                  0.375%
  or equal to 1.25 to 1.00

  --------------------------------------------------- ------------------------
  Less than 1.25 to 1.00                                        0.30%

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

         "Applicable  Lending  Office" shall mean,  with respect to each Lender,
such Lender's  Domestic Lending Office in the case of an Alternate Base Loan and
such  Lender's  Eurodollar  Lending  Office in the case of a Eurodollar  Loan or
Reference Rate Loan.

         "Applicable  Margin"  shall mean the  following  percentages  per annum
applicable to the following  Types of  facilities,  which  percentages  shall be
added to the applicable  interest rates for purposes of calculating the interest
rates payable to the Lenders, as more fully described by Section 2.05:

         (a)  For the  period  from  the  Closing  Date  through  the  Financial
Statement  Delivery  Date  following the last day of the fiscal  quarter  ending
March 31,  2001,  the  following  Applicable  Margin shall apply to the Reducing
Revolver  Commitment,  and for the  entire  term of the  Credit  Agreement,  the
following Applicable Margin shall apply to the Revolving Credit Commitment:

 --------------------------------- ---------------- --------------- ------------
                                    ALTERNATE BASE     ADJUSTED       REFERENCE
         TYPE OF FACILITY            RATE MARGIN        LIBOR           RATE
                                                       MARGIN          MARGIN
 --------------------------------- ---------------- --------------- ------------

 Reducing Revolver Commitment            0.25%          2.375%             N/A

 --------------------------------- ---------------- --------------- ------------
 Revolving Credit Commitment             0.00%           N/A              0.00%

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

         (b) For  each  Margin  Period  after  March  31,  2001,  the  following
Applicable  Margin per annum relating to the Reducing  Revolver  Commitment only
shall  apply,  and shall be  determined  as a function  of the Debt to Cash Flow
Ratio, as set forth on the most recent certificate showing compliance  delivered
to the Agent by Borrower pursuant to Section 5.05(c), as follows:
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------------------------------------------------------- ----------------------
            DEBT TO CASH FLOW RATIO                      ADJUSTED LIBOR MARGIN
------------------------------------------------------- ----------------------

Greater than or equal to 1.75 to 1.00                          2.625%

------------------------------------------------------- ----------------------
Less than 1.75 to 1.00, but greater than or                    2.375%
equal to 1.25 to 1.00
------------------------------------------------------- ----------------------
Less than 1.25 to 1.00                                         2.125%

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

         "Asset  Sale"  shall mean a sale of assets  (other than a sale or other
disposition  of (i)  obsolete  or  no-longer  useful  assets or (ii) the  equity
securities of any Subsidiary) by the Borrower or any of its Subsidiaries outside
the  ordinary  course  of  business  to  an  entity  other  than  Borrower  or a
Subsidiary.

         "Asset Sale Limit" shall have the meaning set forth in Section  2.09(b)
hereof.

         "Assignment  and  Acceptance"  shall mean an assignment  and acceptance
entered  into by a Lender  and an  assignee  and  accepted  by the Agent and the
Borrower, in substantially the form of Exhibit F annexed hereto.

         "Available  Commitment Amount" shall mean at any date of determination:
(i) with  respect  to the  Reducing  Revolver  Commitment,  the  Total  Reducing
Revolver  Commitment,  minus the average daily unpaid  principal  balance of the
Reducing  Revolver  Loans since the later to occur of the  Closing  Date and the
last date of payment of the Commitment Fee, as described in Section 2.06 hereof;
(ii) with respect to the Revolving Credit Commitment, the Total Revolving Credit
Commitment,  minus the average daily unpaid  principal  balance of the Revolving
Credit Loans  (excluding  any Swingline  Loans  outstanding  during such period)
since the later to occur of the Closing Date and the last date of payment of the
Commitment Fee, as described in Section 2.06 hereof.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "Borrower" shall have the meaning assigned to such term in the preamble
to this Agreement.

         "Borrowing  Base" shall mean the "Amount  Available  for  Borrowing" on
each  Borrowing  Base  Report,   subject  to  verification  by  the  Agent.  The
calculation of the Borrowing Base shall utilize the eligibility criteria,  rates
of advance, borrowing base factors and dollar ceilings for various components as
are specified on Exhibit C hereto and incorporated herein by reference.

         "Borrowing  Base  Report"  shall mean the  Borrowing  Base  Report with
respect to Cash  Holdings  provided as Collateral to the Lenders by the Borrower
and its Subsidiaries in the form of Exhibit C hereto.
<PAGE>

         "Borrowing  Notice"  shall have the  meaning  assigned  to such term in
Section 2.03 hereof.

         "Business  Day" shall mean any day,  other than a  Saturday,  Sunday or
legal holiday in the States of Texas and  California on which banks are open for
substantially   all  their  banking   business  in  Dallas  and  San  Francisco,
respectively;  provided, however, if any determination of a "Business Day" shall
relate to a Eurodollar  Loan or a Reference  Rate Loan,  the term "Business Day"
shall in addition  exclude  any day on which banks are not open for  dealings in
dollar deposits in the London interbank market.

         "Capital  Expenditures" shall mean capital expenditures as computed and
calculated in accordance with GAAP,  including,  without  limitation,  the total
principal portion of Capitalized Lease Obligations.

         "Capitalized  Lease" shall mean, with respect to any Person,  any lease
or any other  agreement for the use of real and/or  personal  property  which in
accordance  with GAAP should be  capitalized  on the lessee's or user's  balance
sheet.

         "Capitalized  Lease Obligation" shall mean an obligation to pay rent or
other amounts under any Capitalized Lease, and for purposes hereof the amount of
such obligation shall be the capitalized amount thereof determined in accordance
with GAAP.

         "Cash  Flow   Coverage   Ratio"  shall  mean  (a)  the  total   without
duplication,  during the  twelve-month  period  preceding the applicable date of
determination,  of (i) EBITDA, minus (ii) Nondiscretionary Capital Expenditures,
minus (iii) Federal, state and local income taxes actually paid, minus (iv) cash
dividends paid, minus (v) withdrawals, minus (vi) treasury stock purchased, plus
(vii) rent expense, divided by (b) the total without duplication during the same
specified  twelve month period of (i)  Interest  Expense,  plus (ii) the current
portion of all Capitalized Lease Obligations,  plus (iii) the current portion of
all long-term debt, plus (iv) rent expense.

         "Cash Holdings"  shall mean  Borrower's cash in the Borrower's  stores,
plus  Borrower's  cash in the  Borrower's  depository  accounts  with WFB,  plus
Borrower's  cash in the  Borrower's  depository  accounts  with Other  Financial
Institutions, plus the amount of items of the Borrower in clearing at WFB and at
Other Financial Institutions,  plus cash of the Borrower in transit with armored
couriers.

         "Change in  Control"  shall mean any event or  occurrence  by which any
Person acquires or any group of Persons acquire, whether directly, indirectly or
beneficially,  a  majority  of the  voting  equity  securities  of the  Borrower
(regardless of whether such securities are acquired in a single transaction or a
series of related transactions).

         "Closing Date" shall mean the date of this Agreement.
<PAGE>

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time,  or any  successor  Federal  tax code,  and any  reference  to any
statutory provision shall be deemed to be a reference to any successor provision
or provisions.

         "Collateral"  shall mean all  assets,  tangible  or  intangible,  real,
personal or mixed, including,  without limitation,  all Cash Holdings,  accounts
receivable, patents, trademarks, service marks, all other intellectual property,
all  software  whether  purchased  by or developed by the Borrower or any of its
Significant  Subsidiaries,  general intangibles,  furniture and equipment of the
Borrower  and  its  Significant  Subsidiaries,  and all  partnership  interests,
capital  stock or equity  securities of each  Subsidiary  of the  Borrower,  but
excluding any assets held by Borrower for the benefit of non-Affiliates in which
no security interest or other Lien may be granted.

         "Collateral  Trust  Agreement"  shall  mean that  certain  Amended  and
Restated  Collateral  Trust Agreement dated as of July 31, 1998 by and among the
Borrower, the Agent, Principal Mutual Life Insurance Company,  Travelers Express
Company, Inc. and Wilmington Trust Company, as the same may be amended, restated
or modified from time to time.

         "Collateral  Trustee" shall mean the trustee pursuant to the Collateral
Trust Agreement.

         "Commitment"  shall mean,  with respect to each Lender,  the sum of (a)
the Reducing Revolver  Commitment of such Lender,  plus (b) the Revolving Credit
Commitment  of such Lender,  as each may be  terminated  or reduced from time to
time in accordance with the provisions of this Agreement.

         "Commitment  Fee" shall  have the  meaning  set forth in  Section  2.06
hereof.

         "Compliance   Certificate"   shall  mean  the  Financial  Covenant  and
Compliance  Certificate  with respect to financial and other covenants set forth
in this Agreement provided to the Lenders by the Borrower in the form of Exhibit
D hereto.

         "Consent  and  Ratification"  shall mean  those  certain  Consents  and
Ratifications dated as of the date hereof  substantially in the forms of Exhibit
G and Exhibit G-1 attached hereto.

         "Consolidated"  shall mean, in respect of any Person, as applied to any
financial or accounting  term, such term  determined on a consolidated  basis in
accordance  with GAAP (except as otherwise  required  herein) for the Person and
all consolidated Subsidiaries thereof.

         "Credit Documents" shall mean collectively,  this Agreement, the Notes,
the Letters of Credit,  the Guaranty  Agreements,  the Security  Documents,  all
other agreements,  documents and instruments and other writings  contemplated by
this  Agreement,  all  assignments,  deeds,  guaranties,  pledges,  instruments,
certificates and agreements now or hereafter executed or delivered to any Lender
pursuant to any of the foregoing, and all amendments,  modifications,  renewals,
extensions,  increases and  rearrangements of, and substitutions for, any of the
foregoing.
<PAGE>

         "Credit  Event" shall mean each borrowing and each issuance of a Letter
of Credit hereunder.

         "Credit   Transactions"   shall  mean  the   execution,   delivery  and
performance by the Borrower and each Guarantor of the Credit  Documents to which
it is a party,  the borrowings and the issuance of Letters of Credit  hereunder,
and the execution and delivery by the Borrower of the Notes.

         "Custodial  Agreement"  shall mean the agreement  between and among the
Collateral Trustee, the Borrower and an armored car carrier in substantially the
form required by the Collateral Trust Agreement.

         "Debt to Cash Flow Ratio" shall mean, at any date of determination, the
ratio of (a) the Funded  Indebtedness  to (b) the  EBITDA  for the twelve  month
period preceding such date of determination.

         "Default" shall mean any condition,  act or event which, with notice or
lapse of time or both, would constitute an Event of Default.

         "Deferred Payment  Obligations" shall mean the amount of the Borrower's
(or any of the Borrower's Subsidiaries') obligations to make payments to sellers
of either  stock or assets  pursuant to an  Acceptable  Acquisition,  in periods
subsequent to the closing of such acquisition.

         "Dispute" shall have the meaning set forth in Section 9.11(a) hereof.

         "Dollars",  "dollars"  or the symbol  "$" shall mean  dollars in lawful
currency of the United States of America.

         "Domestic  Lending Office" shall mean, with respect to any Lender,  the
office of such Lender  specified as its "Domestic  Lending Office"  opposite its
name in Schedule 2.02(a) annexed hereto,  or such other office of such Lender as
such Lender may from time to time specify to the Borrower and the Agent.

         "EBITDA"  shall mean, for any period of  determination,  the sum of (a)
Net Income for the Borrower and its Subsidiaries on a Consolidated  basis, along
with Net Income  attributable to the U.S. Money Order Assets,  plus (b) Interest
Expense  deducted in arriving at such Net Income,  along with  Interest  Expense
attributable to the U.S. Money Order Assets,  plus (c) Federal,  state and local
income  taxes  deducted in  arriving  at such Net Income,  along with such taxes
attributable to the U.S. Money Order Assets, plus (d) depreciation, amortization
and other non-cash  charges  deducted in arriving at such Net Income as computed
and  calculated  in  accordance  with  GAAP,   along  with  such   depreciation,
amortization  and other non-cash  charges  attributable  to the U.S. Money Order
Assets,   minus  (e)   extraordinary   gains  (including   extraordinary   gains
attributable  to the  U.S.  Money  Order  Assets)  computed  and  calculated  in
accordance with GAAP.
<PAGE>

         "Environmental  Legislation"  shall have the  meaning  assigned to such
term in Section 5.12 hereof.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the rules and regulations promulgated  thereunder,  as in effect
from time to time.

         "ERISA  Affiliate"  shall mean any trade or  business  (whether  or not
incorporated)  which  would  be  treated  together  with  the  Borrower  or  any
Subsidiary of the Borrower, as a single employer under the provisions of Title I
or Title IV of ERISA.

         "Eurodollar Lending Office" shall mean, with respect to any Lender, the
office of such Lender specified as its "Eurodollar  Lending Office" opposite its
name in Schedule 2.02(b) annexed hereto (or, if no such office is specified, its
Domestic Lending Office), or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Agent.

         "Eurodollar  Loan"  shall  mean a Reducing  Revolver  Loan based on the
Adjusted LIBOR in accordance with Article II hereof.

         "Event of  Default"  shall have the  meaning  assigned  to such term in
Article VII hereof.

         "Existing  Credit  Agreement"  shall have the meaning  assigned to such
term in the Preliminary Statements hereof.

         "Existing  Lender"  shall  have the  meaning  assigned  to such term in
Section 2.01(a) hereof.

         "Final  Maturity  Date" shall mean the third (3rd)  anniversary  of the
Closing Date.

         "Financial  Statement  Delivery  Date"  shall mean (i) if the  Borrower
delivers the quarterly or annual financial  statements before 12:00 p.m. Dallas,
Texas  time on a Business  Day,  then the day on which the  quarterly  or annual
financial  statements  are  delivered  to the Agent and/or  Lenders  pursuant to
Section  5.05,  and  (ii) if the  Borrower  delivers  the  quarterly  or  annual
financial  statements  on a day which is not a Business Day or on or after 12:00
p.m.  Dallas,  Texas time on a Business Day, then the Business Day after the day
on which the quarterly or annual financial statements are delivered to the Agent
and/or Lenders pursuant to Section 5.05.

         "Fiscal  Year"  shall  mean the  fiscal  year of the  Borrower  and its
Subsidiaries for accounting  purposes as designated by the Borrower to the Agent
from time to time.
<PAGE>

         "Funded  Indebtedness"  shall  mean  and  include,  as of any  date  of
determination  (without duplication) (a) all obligations of the Borrower and its
Subsidiaries for borrowed money,  including but not limited to bank debt, senior
notes  and  subordinated  debt,  (b) all  obligations  of the  Borrower  and its
Subsidiaries  evidenced  by  bonds,  debentures,  notes or  similar  instruments
(excluding Deferred Payment Obligations which are unsecured and in an amount not
to  exceed  $2,000,000  in the  aggregate  outstanding  at any  time),  (c)  all
obligations of the Borrower and its Subsidiaries upon which interest charges are
customarily  paid,  (d)  all  contingent  obligations  of the  Borrower  and its
Subsidiaries,  (e) all  Capitalized  Lease  Obligations  of the Borrower and its
Subsidiaries,  and (f) all outstanding  letters of credit issued for the account
of the Borrower and its  Subsidiaries,  but shall  exclude  outstanding  amounts
under the Revolving  Credit  Commitment and current  accounts payable arising in
the ordinary course of business.

         "GAAP"  shall have the meaning  assigned  to such term in Section  1.02
hereof.

         "Guarantee" shall mean any obligation,  contingent or otherwise, of any
Person   guaranteeing  or  having  the  economic  effect  of  guaranteeing   any
Indebtedness or obligation of any other Person in any manner,  whether  directly
or indirectly,  and shall include,  without  limitation,  any obligation of such
Person,  direct or indirect,  (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such  Indebtedness  or obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Indebtedness,  (b) to purchase property,  securities or services for the
purpose  of  assuring  the owner of such  Indebtedness  of the  payment  of such
Indebtedness, or (c) to maintain working capital, equity capital, available cash
or other  financial  statement  condition of the primary obligor so as to enable
the primary obligor to pay such Indebtedness;  provided,  however, that the term
"Guarantee" shall not include  endorsements for collection or deposit, in either
case  in the  ordinary  course  of  business,  or  any  payment  obligation  for
Borrower's  customers arising from Borrower's consumer retail financial services
(such as  third-party  bill  payment  receipts and  remittances,  money-transfer
services, or money-order sales).

         "Guarantor" shall mean, individually and collectively,  each Person who
guaranties the Obligations,  including,  without limitation,  each Subsidiary of
the Borrower which is or becomes a guarantor of the  Obligations on or after the
date hereof.

         "Guaranty  Agreement" shall mean the Unconditional  Guaranty  Agreement
executed  by each  Guarantor  (except  for Public  Currency,  Inc.)  dated as of
December  16,  1998,  along  with  the  Additional  Subsidiaries  Supplement  to
Unconditional Guaranty Agreement executed by Public Currency,  Inc. of even date
herewith.

         "Indebtedness"  shall mean and include,  with respect to any Person, at
any date of  determination  (without  duplication)  (a) all  obligations of such
Person for  borrowed  money or with respect to deposits or advances of any kind,
(b) all  obligations  of such Person  evidenced by bonds,  debentures,  notes or
similar  instruments,  (c) all  obligations  of such Person upon which  interest
charges  are  customarily  paid,  (d)  all  obligations  of  such  Person  under
<PAGE>
conditional  sale or other  title  retention  agreements  relating  to  property
purchased by such Person,  (e) all  obligations of such Person issued or assumed
as the deferred purchase price of property or services,  (f) all Indebtedness of
others secured by (or for which the holder of such  Indebtedness has an existing
right,  contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person,  whether or not the  obligations  secured  thereby have
been assumed,  (g) all Guarantees by such Person of Indebtedness of others,  (h)
all Capitalized  Lease  Obligations of such Person,  (i) all obligations of such
Person in respect of  interest  rate  protection  agreements,  foreign  currency
exchange agreements or other interest or exchange rate hedging  arrangements and
(j) all  obligations of such Person as an account party in respect of letters of
credit and bankers'  acceptances,  but shall exclude  current  accounts  payable
arising in the ordinary course of business. The Indebtedness of any Person shall
include the  Indebtedness  of any  partnership in which such Person is a general
partner.

         "Indemnitees"  shall have the meaning  assigned to such term in Section
9.04(b) hereof.

         "Information"  shall have the meaning  assigned to such term in Section
9.14 hereof.

         "Interest  Expense"  shall  mean,  with  respect  to any Person for any
period,  the interest  expense of such Person  during such period  determined in
accordance with GAAP.

         "Interest  Payment  Date" shall mean (a) with respect to any  Alternate
Base  Loan,  (i) the last  Business  Day of each month  commencing  on the month
following  the Closing  Date and (ii) (x) with respect to any  Revolving  Credit
Loan that is an Alternate Base Loan, the Revolving  Credit  Termination Date and
(y) with respect to any Reducing  Revolver Loan that is an Alternate  Base Loan,
the Reducing Revolver Termination Date, (b) with respect to any Eurodollar Loan,
(i) the last day of the Interest Period applicable thereto, and, in addition, in
respect of any  Eurodollar  Loan of more than three (3) months'  duration,  each
earlier  day which is three  (3)  months  after  the first day of such  Interest
Period and (ii) the Reducing Revolver  Termination Date, and (c) with respect to
any Reference Rate Loan,  (i) the last Business Day of each month  commencing on
the month following the Closing Date and (ii) the Revolving  Credit  Termination
Date.

         "Interest Period" shall mean, as to any (i) Eurodollar Loan, the period
commencing  on the date of such  Eurodollar  Loan and ending on the  numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is one (1), two (2), three (3) or six (6) months
thereafter,  as the Borrower may elect with respect to its Eurodollar Loans; and
(ii) Reference  Rate Loan,  the period  commencing on the date of such Reference
Rate Loan and ending on the  numerically  corresponding  day (or, if there is no
numerically  corresponding  day, on the last day) in the calendar  month that is
one (1) month  thereafter;  provided,  however,  that (a) if an Interest  Period
<PAGE>

would end on a day that is not a Business  Day,  such  Interest  Period shall be
extended  to the next  succeeding  Business  Day  unless  such  next  succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next  preceding  Business  Day,  (b) no Interest  Period
shall (i) with respect to a Reducing  Revolver Loan, end later than the Reducing
Revolver Termination Date, and (ii) with respect to a Revolving Credit Loan, end
later than the Revolving  Credit Loan  Termination  Date and (c) interest  shall
accrue from and including  the first day of an Interest  Period to but excluding
the last day of such Interest Period.

         "Investment"  shall have the  meaning  assigned to such term in Section
6.17 hereof.

         "Lenders" shall have the meaning  assigned to such term in the preamble
to this Agreement.

         "Letter of  Credit"  shall have the  meaning  assigned  to such term in
Section 2.18 hereof.

         "LIBOR"  shall  mean,  with  respect  to any  Eurodollar  Loan  for any
Interest  Period or for any  Reference  Rate Loan,  an  interest  rate per annum
(rounded upwards, if necessary,  to the next one-sixteenth (1/16) of one percent
(1%)) determined by the Agent to be equal to the London  Interbank  Offered Rate
for such  Eurodollar Loan or Reference Rate Loan for such Interest Period set at
11:00 a.m.  London time two (2)  Business  Days prior to the  beginning  of such
Interest Period.

         "Lien" shall mean, with respect to any asset,  (a) any mortgage,  lien,
pledge,  encumbrance,  charge or security  interest in or on such asset, (b) the
interest  of  a  vendor  or a  lessor  under  any  conditional  sale  agreement,
Capitalized Lease or other title retention agreement relating to such asset, (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such  securities or (d) any other right of or  arrangement
with any creditor to have such creditor's claim satisfied out of such assets, or
the proceeds therefrom, prior to the general creditors of the owner thereof.

         "Liquid Investments" shall mean:

         (a) direct obligations of, or obligations the principal of and interest
on which are  guaranteed  or insured  by,  the  United  States of America or any
agency or instrumentality thereof;

         (b) (i)  negotiable  or  nonnegotiable  certificates  of deposit,  time
deposits,  bankers' acceptances or other similar banking  arrangements  maturing
within  twelve  (12)  months from the date of  acquisition  thereof  ("bank debt
securities"),  issued by (A) any  Lender or any  Affiliate  of Lender or (B) any
other foreign or domestic bank, trust company or financial institution which has
a combined capital surplus and undivided profit of not less than $100,000,000 or
the dollar equivalent thereof, if at the time of deposit or purchase,  such bank
debt  securities  are rated not less than "BB" (or the then  equivalent)  by the
rating service of Standard & Poor's Corporation or of Moody's Investors Service,
(ii)  commercial  paper  issued by any  Person if at the time of  purchase  such
commercial  paper is rated not less than "A-2" (or the then  equivalent)  by the

<PAGE>

rating  service of Standard & Poor's  Corporation or not less than "P-2" (or the
then equivalent) by the rating service of Moody's Investors Service, or upon the
discontinuance of both of such services, such other nationally recognized rating
service or services,  as the case may be, as shall be selected by the  Borrower,
(iii)  debt or other  securities  issued by (A) any Lender or  Affiliate  of any
Lender or (B) or any other Person, if at the time of purchase such Person's debt
or equity  securities  are rated not less than "BB" (or the then  equivalent) by
the rating  service of  Standard & Poor's  Corporation  or of Moody's  Investors
Service, or upon the discontinuance of both such services, such other nationally
recognized rating service or services,  as the case may be, as shall be selected
by the Borrower and (iv) marketable securities of a class registered pursuant to
Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended;

         (c) repurchase  agreements relating to investments described in clauses
(a) and (b) above with a market value at least equal to the  consideration  paid
in connection therewith,  with any Person who has a combined capital surplus and
undivided profit of not less than $100,000,000 or the dollar equivalent thereof,
if at the time of  entering  into such  agreement  the debt  securities  of such
Person  are rated not less than  "BBB" (or the then  equivalent)  by the  rating
service of Standard & Poor's  Corporation or of Moody's  Investors  Service,  or
upon the discontinuance of both such services,  such other nationally recognized
rating  service or  services,  as the case may be, as shall be  selected  by the
Borrower; and

         (d) shares of any mutual fund registered  under the Investment  Company
Act of 1940, as amended,  which invests  solely in underlying  securities of the
types described in clauses (a), (b) and (c) above.

         "Loan" shall mean any Reducing Revolver Loan, any Revolving Credit Loan
or any Swingline Loan.

         "London  Interbank Offered Rate" shall mean the interest rate per annum
shown on page 3750 of the Dow Jones & Company  Telerate  screen or any successor
page as the composite offered rate for London interbank deposits.

         "Margin Period" means a period  commencing on the most recent Financial
Statement  Delivery  Date  and  ending  on the day  before  the  next  Financial
Statement Delivery Date.

         "Margin  Stock"  shall  have  the  meaning  assigned  to  such  term in
Regulation U.

         "Material Adverse Effect" shall mean (a) a material adverse effect upon
the Collateral or the business, operations,  financial condition or prospects of
the Borrower and its Subsidiaries  taken as a whole or (b) the impairment of the
ability of Borrower or any of its Subsidiaries to perform its obligations  under
this  Agreement  or any other  Credit  Document  or of the Lenders to enforce or
collect any of the  Indebtedness  of the Borrower or any  Guarantor  owed to the
Lenders pursuant to the Credit Documents.  In determining whether any individual
event would result in a Material Adverse Effect, notwithstanding that such event
does not of itself have such effect,  a Material  Adverse Effect shall be deemed
to have  occurred  if the  cumulative  effect of such  event and all other  then
existing events would result in a Material Adverse Effect.
<PAGE>

         "Money Order  Agreement"  shall mean that certain money order agreement
between the Borrower and Travelers Express Company, Inc., dated April 16, 1998.

         "Multiemployer  Plan" shall mean a  "multiemployer  plan" as defined in
Section 4001(a)(3) of ERISA.

         "Net Income" shall mean, with respect to any Person for any period, the
aggregate  income (or loss) of such  Person for such  period  which  shall be an
amount  equal to (a) net revenues and other items of income for such Person less
(b) the  aggregate  for such  Person of any and all items  that are  treated  as
expenses  under  GAAP,  less (c)  Federal,  state and local  income  taxes,  but
excluding any extraordinary gains or losses or any gains or losses from the sale
or  disposition  of assets  other than in the ordinary  course of business,  all
computed and calculated in accordance with GAAP.

         "Net  Worth"  shall  mean,  with  respect  to any Person at any date of
determination,  the sum of (a) the total  amount  of  capital  stock,  including
preferred stock, of such Person,  plus (b) the  paid-in-capital  of such Person,
plus (c) the retained  earnings of such Person,  minus (d) the treasury stock of
such Person, all calculated in accordance with GAAP.

         "Nondiscretionary Capital Expenditures" shall mean Capital Expenditures
not to  exceed,  during  any  fiscal  year,  a maximum  aggregate  amount of two
thousand  dollars  ($2,000)  per store of Borrower and its  Subsidiaries,  which
amount (i) may be increased or  decreased at the Agent's  reasonable  discretion
and  (ii)  shall be  increased  or  decreased  by the  Agent  at the  reasonable
direction of the Required Lenders.

         "Non-Funding  Lender"  shall have the meaning  assigned to such term in
Section 2.13(a) hereof.

         "Note  Purchase  Agreement"  shall  mean  that  certain  Note  Purchase
Agreement between the Borrower and Principal Mutual Life Insurance Company dated
November 15, 1996.

         "Notes" shall mean the Reducing Revolver Notes and the Revolving Credit
Notes of the  Borrower,  executed  and  delivered  as provided  in Section  2.04
hereof,  and the Swingline Notes, if any,  executed and delivered as provided in
Section 2.17 hereof.

         "Obligations" shall mean all obligations,  liabilities and indebtedness
of each of the Borrower and the  Guarantors to the Lenders and the Agent arising
under or in connection  with this  Agreement or any other document or instrument
executed in  connection  herewith,  whether now existing or  hereafter  created,
direct  or  indirect,  due or not,  including  without  limitation  all of their
respective  obligations,  liabilities  and  indebtedness  with  respect  to  the
principal of and interest on the Reducing  Revolver Loans,  the Revolving Credit
Loans,  drawings  under any Letter of Credit,  and the payment or performance of
all other obligations,  liabilities, and indebtedness owed by any of them to the
Lenders  and  the  Agent  hereunder  or  under  any  one or  more  documents  or
instruments  executed and delivered in connection herewith or with any Letter of
Credit,  including without  limitation all fees,  costs,  expenses and indemnity
obligations hereunder and thereunder.
<PAGE>

         "Operating  Lease" shall mean any lease or other  agreement for the use
of real or  personal  property  which at any time  provided  for a term or other
period of duration  (including  any fixed term or period  subject to an existing
option,  whether or not such option had yet been  exercised) of more than twelve
(12) months, other than a Capitalized Lease.

         "Other  Financial  Institutions"  shall mean any financial  institution
other than WFB.

         "Other  Taxes" shall have the meaning  assigned to such term in Section
2.15(b) hereof.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation.

         "Pension  Plan" shall mean any Plan which is subject to the  provisions
of Title IV of ERISA (other than any Multiemployer Plan).

         "Person" shall mean any natural  Person,  corporation,  business trust,
association,  company, joint venture, partnership or government or any agency or
political subdivision thereof.

         "Plan"  shall mean any  employee  benefit  plan  within the  meaning of
Section  3(3) of  ERISA  and  which is  maintained  (in  whole  or in part)  for
employees of the Borrower, any Subsidiary thereof or any ERISA Affiliate.

         "Reducing Revolver  Commitment" shall mean, with respect to any Lender,
the Reducing Revolver Commitment of such Lender as set forth in Schedule 2.01(a)
annexed  hereto,  as the same may be  terminated or reduced from time to time in
accordance with the provisions of this Agreement.

         "Reducing  Revolver  Loan"  shall  mean  advances  under  the  Reducing
Revolver Commitment to the Borrower made pursuant to this Agreement.

         "Reducing Revolver Notes" shall mean the Reducing Revolver Notes of the
Borrower,  executed  and  delivered  as  provided  in Section  2.04  hereof,  in
substantially  the form of Exhibit A annexed  hereto,  as  amended,  modified or
supplemented from time to time.
<PAGE>

         "Reducing Revolver Termination Date" shall mean the earlier to occur of
(a) the Scheduled  Reducing  Revolver  Termination  Date or (b) such date as the
Reducing  Revolver  Loans shall  otherwise  be payable in full and the  Reducing
Revolver  Commitment shall  terminate,  expire or be canceled in accordance with
the terms of this Agreement.

         "Reference  Rate" shall mean,  with respect to any Reference Rate Loan,
an interest rate per annum (rounded upwards,  if necessary,  to the next 1/16 of
one percent  (1%)) then in effect equal to the Adjusted  LIBOR  applicable to an
Interest  Period of one (1) month plus three  quarters of one  percent  (0.75%).
Such Reference  Rate shall be reset on the first (1st) and fifteenth  (15th) day
of each calendar month or on the next Business Day thereafter.

         "Reference  Rate Loan" shall mean a Revolving  Credit Loan based on the
Reference Rate in accordance with Article II hereof.

         "Register"  shall  have the  meaning  assigned  to such term in Section
9.03(e) hereof.

         "Regulation  D" shall mean  Regulation  D of the Board,  as the same is
from  time to time in  effect,  and all  official  rulings  and  interpretations
thereunder or thereof.

         "Regulation  G" shall mean  Regulation  G of the Board,  as the same is
from  time to time in  effect,  and all  official  rulings  and  interpretations
thereunder or thereof.

         "Regulation  T" shall mean  Regulation  T of the Board,  as the same is
from  time to time in  effect,  and all  official  rulings  and  interpretations
thereunder or thereof.

         "Regulation  U" shall mean  Regulation  U of the Board,  as the same is
from  time to time in  effect,  and all  official  rulings  and  interpretations
thereunder or thereof.

         "Regulation  X" shall mean  Regulation  X of the Board,  as the same is
from  time to time in  effect,  and all  official  rulings  and  interpretations
thereunder or thereof.

         "Remedial Work" shall have the meaning assigned to such term in Section
5.12(b) hereof.

         "Repayment  Date"  shall  have the  meaning  assigned  to such  term in
Section 2.04(c) hereof.

         "Reportable  Event" shall mean a Reportable Event as defined in Section
4043(c) of ERISA.

         "Required  Lenders"  shall mean at any time (a) two (2) or more Lenders
holding at least sixty-six and two-thirds percent (66.67%) of the then aggregate
unpaid principal amount of the Notes (excluding any Swingline  Notes), or (b) if
no such principal amount is then outstanding,  two (2) or more Lenders having at
least sixty-six and two-thirds percent (66.67%) of the Total Commitment.
<PAGE>

         "Responsible Officer" shall mean, with respect to any Person other than
the Borrower,  such Person's president,  chairman,  senior vice president,  vice
president,  chief financial  officer or treasurer and shall mean with respect to
the Borrower,  its chief executive  officer,  its chief financial  officer,  its
senior vice president-operations, and its controller.

         "Restated EBITDA" shall mean, with respect to any business entity, such
entity's  actual  EBITDA  restated  to  substitute,  in lieu of actual  expenses
deducted in determining  such actual EBITDA,  expenses that are, in the judgment
of Agent and Borrower,  contractually controllable by Borrower (e.g., officer or
employee  compensation,  bank and/or  depository  fees,  courier  fees and other
similar expense items).

         "Revolving  Credit  Commitment" shall mean, with respect to any Lender,
the Revolving Credit  Commitment of such Lender as set forth in Schedule 2.01(b)
annexed  hereto,  as the same may be  terminated or reduced from time to time in
accordance with the provisions of this Agreement.

         "Revolving  Credit Loan" shall mean advances under the Revolving Credit
Commitment to the Borrower made pursuant to this Agreement.

         "Revolving  Credit Notes" shall mean the Revolving  Credit Notes of the
Borrower,  executed  and  delivered  as  provided  in Section  2.04  hereof,  in
substantially  the form of Exhibit B annexed  hereto,  as  amended,  modified or
supplemented from time to time.

         "Revolving Credit  Termination Date" shall mean the earlier to occur of
(a) three hundred  sixty-four (364) days after the Closing Date or (b) such date
as the  Revolving  Credit  Loans  shall  otherwise  be  payable  in full and the
Revolving Credit Commitment shall terminate, expire or be canceled in accordance
with the terms of this Agreement.

         "Scheduled  Reducing  Revolver  Termination  Date" shall mean the third
anniversary of the Closing Date.

         "Security  Documents"  shall mean  individually and  collectively,  the
Amended and Restated  Assignment  of Deposit  Accounts  and  Security  Agreement
executed by the Borrower and the  Collateral  Trustee dated as of July 31, 1998,
the Stock Pledge  Agreements  executed by the Borrower and Check  Express,  Inc.
dated December 16, 1998, the Stock Pledge Agreement  executed by the Borrower of
even date  herewith,  the  Guaranty  Agreement,  all other  assignments,  deeds,
pledges,  financing  statements and other documents executed or delivered to any
Lender in connection with granting of a Lien in the Collateral in favor of Agent
or the  Collateral  Trustee,  and all  amendments,  modifications,  supplements,
renewals,  extensions,  increases,  rearrangements of, and substitutions for the
foregoing.
<PAGE>

         "Senior  Secured  Notes" shall mean those certain 9.03% Senior  Secured
Notes due  November 15, 2003 by the  Borrower  payable to Principal  Mutual Life
Insurance  Company in the aggregate  principal  amount of twenty million dollars
($20,000,000).

         "Significant  Subsidiary"  shall have the meaning given such term by 17
CFR ss.  210.1-02(w)  (Rule  1-02(w) of  Regulation  S-X of the  Securities  and
Exchange Commission).

         "Subsidiary"  shall mean, with respect to any Person,  any corporation,
association  or other  business  entity  in  which  said  Person  or one or more
Subsidiaries of said Person owns or controls, directly or indirectly, securities
or other ownership  interests  representing more than fifty percent (50%) of the
ordinary  voting power.  As used in this Agreement with respect to the Borrower,
the term "Subsidiary" shall include all direct and indirect  Subsidiaries of the
Borrower.

         "Subsidiary's  Cash Holdings"  shall mean, with respect to a Subsidiary
of  the  Borrower,   Subsidiary's  cash  in  such  Subsidiary's   stores,   plus
Subsidiary's  cash in such  Subsidiary's  depository  accounts  with  WFB,  plus
Subsidiary's cash in such Subsidiary's  depository accounts with Other Financial
Institutions, plus the amount of items of such Subsidiary in clearing at WFB and
at Other  Financial  Institutions,  plus cash of such Subsidiary in transit with
armored couriers.

         "Swingline Lender" shall have the meaning assigned such term in Section
2.17 of this Agreement.

         "Swingline  Loan"  shall  mean any Loan made to  Borrower  pursuant  to
Section 2.17 of this Agreement.

         "Swingline  Note"  shall  mean  any  Swingline  Note  of the  Borrower,
executed and delivered as provided in Section 2.17 hereof,  in substantially the
form of Exhibit K hereto,  as  amended,  modified or  supplemented  from time to
time.

         "Taxes" shall have the meaning assigned to such term in Section 2.15(a)
hereof.

         "Total  Commitment"  shall mean the sum of the Lenders'  Total Reducing
Revolver  Commitment and Total Revolving Credit  Commitment,  as the same may be
terminated  or reduced from time to time in  accordance  with the  provisions of
this Agreement.

         "Total Letter of Credit Exposure" shall mean at any time the sum of (a)
the aggregate  undrawn amount of all  outstanding  Letters of Credit and (b) the
aggregate amount of all drawings under Letters of Credit for which WFB shall not
have been reimbursed as provided in Section 2.18 hereof.
<PAGE>

         "Total Reducing Revolver Commitment" shall mean the sum of the Lenders'
Reducing  Revolver  Commitments,  as the same may be  terminated or reduced from
time to time in accordance with the provisions of this Agreement.

         "Total Revolving Credit  Commitment" shall mean the sum of the Lenders'
Revolving Credit Commitments, as the same may be terminated or reduced from time
to time in accordance with the provisions of this Agreement.

         "Total  Swingline  Facility Amount" shall mean the sum of the Swingline
Lenders'  Swingline  Facility Amounts,  as the same may be terminated or reduced
from time to time in accordance with the provisions of this Agreement.

         "Type"  shall  refer  to  whether  a Loan is an  Alternate  Base  Loan,
Reference Rate Loan or Eurodollar Loan each of which constitutes a Type of Loan.

         "U.S. Money Order" shall mean, collectively,  U.S. Money Order Company,
Inc., a California  corporation,  Check  Cashiers of Arizona,  Inc.,  an Arizona
corporation,  Check  Cashiers of  California,  Inc., a  California  corporation,
Corpus  Christi  Check  Cashiers,  Inc., a Texas  corporation,  and Valley Check
Cashiers, Inc., a Texas corporation.

         "U.S.  Money Order Assets" shall mean the assets being purchased by the
Borrower pursuant to the U.S. Money Order Purchase Agreement.

         "U.S.  Money Order Purchase  Agreement" shall have the meaning assigned
to such term in Section 4.02(i) hereof.

         "WFB" shall have the meaning  assigned to such term in the  preamble to
this Agreement.

         SECTION 1.02.  Accounting Terms.  Unless otherwise  expressly  provided
herein,  each  accounting term used herein shall have the meaning given it under
generally  accepted  accounting  principles  in effect  from time to time in the
United  States  applied on a basis  consistent  with those used in preparing the
financial statements referred to in Section 5.05 hereof ("GAAP").  If subsequent
to the date hereof,  the accounting  principles  under GAAP are changed and as a
result of such change the calculation of any financial covenant set forth herein
is affected,  the Lenders and the Borrower  hereby agree to amend such financial
covenants in such a manner as to make such financial  covenants  consistent with
the financial  covenants in effect  hereunder prior to such change in accounting
principles and, until such amendment is effected, such financial covenants shall
be calculated from financial  statements of the Borrower adjusted to reflect the
accounting  principles  followed  by  the  Borrower  prior  to  such  change  in
accounting principles.

         SECTION  1.03.   Miscellaneous.   The  words  "hereof",   "herein"  and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement, and Article, Section, Schedule and Exhibit references are to Articles
and Sections of and Schedules and Exhibits to this Agreement,  unless  otherwise
specified.
<PAGE>

ARTICLE II.  THE LOANS

         SECTION  2.01.  Reducing  Revolver  Commitments  and  Revolving  Credit
Commitments; Reallocation of Commitments.


         (a) On the Closing Date, each Lender, if any, whose relative proportion
of its Commitment  hereunder is increasing over the proportion of the Commitment
held by it prior to the Closing  Date  shall,  by  assignments  from the Lenders
which were parties to the Existing Credit Agreement prior to the Closing Date of
this Agreement (the "Existing  Lenders") (which  assignments  shall be deemed to
occur  hereunder  automatically,  and without  any  requirement  for  additional
documentation,  on  the  Closing  Date)  acquire  a  portion  of the  Loans  and
Commitments (as both terms are defined in the Existing Credit  Agreement) of the
Existing Lenders so designated in such amounts,  and the Lenders shall,  through
the Agent, make such other adjustments among themselves as shall be necessary so
that after giving effect to assignments and adjustments,  the Lenders shall hold
all Loans (as defined in the Existing Credit  Agreement)  outstanding  under the
Existing  Credit   Agreement   ratably  in  accordance  with  their   respective
Commitments as reflected on Schedule 2.01(a) and Schedule 2.01(b), respectively.
On the Closing Date,  all Interest  Periods under and as defined in the Existing
Credit  Agreement in respect of any Eurodollar Loans under and as defined in the
Existing Credit  Agreement shall  automatically  be terminated (and the Borrower
shall on the Closing Date make  payments to the Existing  Lenders that held such
Eurodollar  Loans under  Section 2.09 and Section  2.12 of the  Existing  Credit
Agreement to  compensate  for such  termination  as if such  termination  were a
payment or prepayment  referred to in said Sections 2.09 and 2.12),  and subject
to the other  restrictions  contained herein, the Borrower shall be permitted to
continue  such  Eurodollar  Loans  or to  convert  such  Eurodollar  Loans  into
Alternate Base Loans hereunder.

         (b) The Agent shall notify each Lender of the amount of Loans  required
to be made by such Lender (if any) to the Borrower on the Closing  Date,  and of
any  other  assignments  or  adjustments  that the  Agent  deems  necessary  and
advisable  such that after giving  effect to the  transactions  contemplated  to
occur on the Closing Date, each Lender's  Commitment shall be in accordance with
the  Commitments  set forth  opposite its name on Schedule  2.01(a) and Schedule
2.01(b).  Each  Lender's  Loans to the  Borrower  shall not  exceed its pro rata
portion  of  all  Loans  then  outstanding  to  the  Borrower,  and  the  unused
Commitments  of all Lenders plus all  outstanding  Loans under and as defined in
the Existing Credit  Agreement,  as amended  hereby,  shall not exceed the Total
Commitment.   Any  such   assignments   shall  be  deemed  to  occur   hereunder
automatically  on the Closing Date and without any  requirement  for  additional
documentation, and in the case of any such assignment, the assigning party shall
be deemed to represent  and warrant to each assignee that it has not created any
adverse  claim upon the interest  being  assigned and that such interest is free
and clear of any adverse claim.  Each Lender hereby agrees to give effect to the
instructions  of the Agent to such  Lender  contained  in the  notice  described
above.
<PAGE>

         (c)  Subject  to  the  terms  and   conditions  and  relying  upon  the
representations and warranties herein set forth, each Lender,  severally and not
jointly, agrees to make Reducing Revolver Loans to the Borrower, at any time and
from time to time, the Borrower having the right to borrow,  repay and reborrow,
from the Closing Date to the Reducing Revolver Termination Date, in an aggregate
principal  amount  at any time  outstanding  not to  exceed  the  amount of such
Lender's Reducing Revolver Commitment then in effect set forth opposite its name
in Schedule 2.01(a) hereto.  If the unpaid amount of the Reducing Revolver Loans
at any time exceeds the Total Reducing Revolver  Commitment then in effect,  for
any reason including but not limited to the passage of time, Borrower shall make
a paydown on the Reducing  Revolver Loans in an amount  sufficient to reduce the
unpaid  balance of the Reducing  Revolver Loans to an amount no greater than the
Total Reducing Revolver  Commitment then in effect. Such mandatory paydown shall
be accompanied by all accrued and unpaid interest on the amount prepaid.

         (d)  Subject  to  the  terms  and   conditions  and  relying  upon  the
representations and warranties herein set forth, each Lender,  severally and not
jointly,  agrees to make Revolving Credit Loans to the Borrower, at any time and
from time to time, the Borrower having the right to borrow,  repay and reborrow,
from the Closing Date to the Revolving Credit  Termination Date, in an aggregate
principal  amount  at any time  outstanding  not to  exceed  the  amount of such
Lender's  Revolving  Credit  Commitment  set forth opposite its name in Schedule
2.01(b) hereto.  Notwithstanding the foregoing,  at no time shall the sum of (i)
the aggregate  principal amount of Revolving  Credit Loans  outstanding and (ii)
the  aggregate  principal  amount of  Swingline  Loans  outstanding,  exceed the
Borrowing  Base then in effect.  If the unpaid  amount of the  Revolving  Credit
Loans at any time exceeds the Borrowing Base then in effect, Borrower shall make
a paydown on the  Revolving  Credit Loans in an amount  sufficient to reduce the
unpaid  balance of the  Revolving  Credit Loans to an amount no greater than the
Borrowing Base.  Such mandatory  paydown shall be accompanied by all accrued and
unpaid interest on the amount prepaid.

         SECTION 2.02.  Loans.

         (a) Each  Alternate  Base Loan and each Reference Rate Loan made by the
Lenders on any date shall not be less than one million dollars  ($1,000,000) and
in  integral  multiples  of  one  hundred  thousand  dollars  ($100,000).   Each
Eurodollar  Loan made by the  Lenders  on any date  shall not be less than three
million dollars  ($3,000,000) and in integral multiples of five hundred thousand
dollars ($500,000).

         (b) Loans shall be made ratably by the Lenders in accordance with their
respective Reducing Revolver  Commitment or Revolving Credit Commitment,  as the
case may be; provided,  however, that the failure of any Lender to make any Loan
shall  not in  itself  relieve  any  other  Lender  of its  obligation  to  lend
hereunder.  All  Reducing  Revolver  Loans shall be made by the Lenders  against
delivery to each Lender of one (1) Reducing Revolver Note,  payable to the order
of such  Lender,  as referred to in Section 2.04 hereof.  All  Revolving  Credit
Loans  shall be made by the Lenders  against  delivery to each Lender of one (1)
Revolving  Credit Note,  payable to the order of such Lender,  as referred to in
Section 2.04 hereof.
<PAGE>

         (c) Each Loan shall be either an Alternate Base Loan, a Eurodollar Loan
or a Reference  Rate Loan as the  Borrower  may request in  accordance  with the
provisions of this Agreement. Each Lender may fulfill its obligations under this
Agreement by causing its  Applicable  Lending Office to make such Loan. Not more
than seven (7) Eurodollar Loans may be outstanding at any one time.

         (d) Subject to the provisions of paragraph (e) below, each Lender shall
make its Reducing  Revolver Loan and Revolving Credit Loan on the proposed dates
thereof by paying the  amount  required  to the Agent at its office set forth in
Section 9.01 hereof in  immediately  available  funds not later than 11:00 a.m.,
San Francisco,  California time, and the Agent shall promptly credit the amounts
so received to the general  deposit  account of the  Borrower  with the Agent in
immediately available funds or, if Loans are not to be made on such date because
any condition  precedent to a borrowing  herein specified is not met, return the
amounts so received to the respective Lenders.

         (e)  The  Borrower  shall  have  the  right  at  any  time  upon  prior
irrevocable  written or facsimile notice (promptly  confirmed in writing) to the
Agent given in the manner and at the times specified in Section 2.03 hereof with
respect to the Loans into which  conversion  or  continuation  is to be made, to
convert  all or any portion of  Eurodollar  Loans or  Reference  Rate Loans into
Alternate Base Loans, to convert all or any portion of Alternate Base Loans into
Eurodollar Loans  (specifying the Interest Period to be applicable  thereto) (if
such  Alternate  Base  Loan to be  converted  is a  Reducing  Revolver  Loan) or
Reference  Rate Loan (if such Alternate Base Loan to be converted is a Revolving
Credit Loan),  to convert the Interest Period with respect to all or any portion
of any Eurodollar Loans to another permissible  Interest Period, and to continue
all or any portion of any Loans into a  subsequent  Interest  Period of the same
duration,  subject to (x) the terms and conditions of this Agreement  (including
with respect to the conversion of Alternate Base Loans into Eurodollar  Loans or
Reference Rate Loans,  the last sentence of Section  2.02(c) hereof) and (y) the
following:

         (i) in the case of a conversion or  continuation  of fewer than all the
Loans made to the Borrower, the aggregate principal amount of Loans converted or
continued shall be an integral multiple of one million dollars ($1,000,000);

         (ii) accrued interest on a Loan (or portion thereof) being converted or
continued  shall  be  paid  by  the  Borrower  at  the  time  of  conversion  or
continuation (but only with respect to the portion thereof being so converted or
continued);
<PAGE>

         (iii) if any  Eurodollar  Loan is  converted at any time other than the
end of an Interest  Period  applicable  thereto,  the  Borrower  shall make such
payments associated therewith as are required pursuant to Section 2.12 hereof,

         (iv) the representations and warranties set forth in Article III hereof
and in any documents  delivered in connection herewith shall be true and correct
in all material  respects  with the same effect as though made on and as of such
date (except insofar as such  representations and warranties relate expressly to
an earlier date); and

         (v)  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing.

         The Interest Period  applicable to any Eurodollar Loan resulting from a
conversion  shall be  specified  by the  Borrower in the  irrevocable  notice of
conversion delivered pursuant to this Section 2.02; provided,  however,  that if
no such Interest Period shall be specified, the Borrower shall be deemed to have
selected an Interest Period of one (1) month's  duration.  If the Borrower shall
not have given timely notice to continue any  Eurodollar  Loan into a subsequent
Interest  Period  (and shall not  otherwise  have given  notice to convert  such
Loan),  such Loan (unless repaid or required to be repaid  pursuant to the terms
hereof) shall  automatically be converted into an Alternate Base Loan. The Agent
shall  promptly  advise the Lenders of any notice given pursuant to this Section
2.02 and of each Lender's portion of the continuation or conversion hereunder.

         SECTION  2.03.  Notice  of Loans.  The  Borrower  shall  give the Agent
irrevocable  written or facsimile notice (promptly confirmed in writing) of each
borrowing  to  be  made  by  the  Borrower  (including,  without  limitation,  a
conversion as permitted by Section 2.02(e) hereof) not later than (i) 8:00 a.m.,
San Francisco, California time, the Business Day of a proposed Reducing Revolver
Loan  consisting of an Alternate  Base Loan borrowing or any Alternate Base Loan
conversion,  (ii) 8:00 a.m., San Francisco,  California time, three (3) Business
Days before a proposed  Reducing  Revolver Loan  consisting of a Eurodollar Loan
borrowing or any  Eurodollar  Loan  conversion,  (iii) 8:00 a.m., San Francisco,
California time, the Business Day of a proposed Revolving Credit Loan consisting
of a Reference Rate Loan borrowing or any Reference Rate Loan  conversion,  (iv)
8:00 a.m.,  San  Francisco,  California  time,  the  Business  Day of a proposed
Revolving  Credit Loan  consisting  of an Alternate  Base Loan  borrowing or any
Alternate Base Loan  conversion,  and (v) 8:00 a.m.,  San Francisco,  California
time,  the Business Day of a proposed  Swingline  Loan.  Such notice shall be in
substantially  the form of Exhibit I hereto (the  "Borrowing  Notice") and shall
(i) specify whether the Loans then being  requested are to be Reducing  Revolver
Loans, Revolving Credit Loans or Swingline Loans, (ii) specify whether the Loans
then being  requested are to be Alternate  Base Loans,  Reference  Rate Loans or
Eurodollar  Loans,  (iii) specify the date of such  borrowing  (which shall be a
Business Day) and amount thereof, (iv) if such Loans are to be Eurodollar Loans,
specify  the  Interest  Period  with  respect   thereto,   (v)  state  that  the
representations  and  warranties  set forth in  Article  III  hereof  and in any
<PAGE>

documents  delivered  in  connection  herewith  shall be true and correct in all
material  respects  with the same  effect as though  made on and as of such date
(except insofar as such  representations  and warranties  relate expressly to an
earlier  date),  (vi) state that no Default or Event of Default has occurred and
is continuing or would otherwise be created by such borrowing, and (vii) if such
borrowing is to be a Reducing  Revolver Loan and if requested by the Agent,  set
forth the calculations of the financial  covenants  (which  financial  covenants
shall be calculated after giving effect to the proposed  Reducing Revolver Loan)
in such Borrowing Notice and compliance therewith. If no election as to the Type
of Loan is specified in any such notice,  all such Loans shall be Alternate Base
Loans. If no Interest Period with respect to any Eurodollar Loan is specified in
any such notice,  then an Interest  Period of one (1) month's  duration shall be
deemed to have been selected. The Agent shall promptly advise the Lenders of any
notice given  pursuant to this Section 2.03 and of each Lender's  portion of the
requested borrowing.

         SECTION 2.04.  Notes; Repayment of Loans.

         (a) All Reducing  Revolver Loans made by a Lender to the Borrower shall
be evidenced by a single  Reducing  Revolver Note duly executed by the Borrower,
dated the Closing Date, in substantially the form of Exhibit A hereto, delivered
by the Borrower  and payable to such Lender in a principal  amount equal to such
Lender's  Reducing  Revolver Loan Commitment on such date. All Revolving  Credit
Loans made by a Lender to the Borrower shall be evidenced by a single  Revolving
Credit  Note,  duly  executed  by the  Borrower,  dated  the  Closing  Date,  in
substantially  the form of  Exhibit  B hereto,  delivered  by the  Borrower  and
payable to such Lender in a principal  amount equal to such  Lender's  Revolving
Credit Commitment on such date.

         (b) Each Revolving Credit Note shall bear interest from its date on the
outstanding  principal balance thereof,  as provided in Section 2.05 hereof. The
outstanding  balance of each  Revolving  Credit  Loan,  as evidenced by any such
Revolving  Credit  Note,  shall  mature and be due and payable on the  Revolving
Credit Termination Date.

         (c) Each  Reducing  Revolver  Note shall bear interest from its date on
the  outstanding  principal  balance thereof as provided in Section 2.05 hereof.
The outstanding balance of each Reducing Revolver Loan, as evidenced by any such
Reducing  Revolver  Note,  shall  mature and be due and payable on the  Reducing
Revolver  Termination Date,  subject to decreases in the Total Reducing Revolver
Commitment pursuant to Section 2.01(c) and Schedule 2.01(a) hereof.

         (d) Each  Lender,  or the  Agent on its  behalf,  shall,  and is hereby
authorized by the Borrower to, endorse on the schedule attached to each Reducing
Revolver Note or Revolving  Credit Note, as applicable,  of such Lender (or on a
continuation of such schedule  attached to such Note and made a part thereof) an
appropriate  notation  evidencing,  for each Reducing Revolver Note or Revolving
Credit Note,  the date and amount of each Loan to the Borrower from such Lender,
and for all  Notes,  the date and amount of each  payment  and  prepayment  with
respect thereto; provided,  however, that the failure of any Person to make such
a notation on a Note shall not affect any obligations of the Borrower under such
Note.  Any such  notation  shall be  conclusive  and  binding as to the date and
amount of such Loan or portion thereof, or payment or prepayment of principal or
interest thereon, absent manifest error.
<PAGE>

         SECTION 2.05.  Interest on Loans.

         (a) Subject to the  provisions of Section 2.08 and Section 9.08 hereof,
each  Alternate  Base Loan shall bear  interest at arate per annum equal to the
Alternate Base Rate plus the Applicable Margin then in effect.

         (b) Subject to the  provisions of Section 2.08 and Section 9.08 hereof,
each  Eurodollar  Loan  shall  bear  interest  at a rate per annum  equal to the
Adjusted  LIBOR plus the  Applicable  Margin then in effect at the  beginning of
such Interest Period.

         (c) Subject to the  provisions of Section 2.08 and Section 9.08 hereof,
each  Reference  Rate Loan shall bear  interest at a rate per annum equal to the
Reference Rate then in effect.

         (d)  Interest  on  each  Loan  shall  be  payable  in  arrears  on each
applicable  Interest Payment Date. Interest on each Loan shall be computed based
on the number of days elapsed in a year of 360 days.  The Agent shall  determine
each  interest  rate  applicable  to the  Loans and shall  promptly  advise  the
Borrower and the Lenders of the interest rate so determined.

         SECTION 2.06.  Fees.

         (a) The Borrower shall pay each Lender, through the Agent, its pro rata
share of a quarterly commitment fee (the "Commitment Fee") from the Closing Date
until  the  later to occur of the  Reducing  Revolver  Termination  Date and the
Revolving  Credit  Termination  Date,  in an amount  equal to: (a) (i) the daily
Available  Commitment  Amount  applicable  to the Reducing  Revolver  Commitment
during such quarter (or shorter period  commencing on the Closing Date or ending
with the Reducing Revolver Termination Date),  multiplied by (ii) the Applicable
Commitment  Fee  Percentage  then in  effect,  plus (b) (i) the daily  Available
Commitment  Amount  applicable to the Revolving  Credit  Commitment  during such
quarter (or shorter  period  commencing  on the Closing  Date or ending with the
Revolving  Credit Loan  Termination  Date),  multiplied  by (ii) the  Applicable
Commitment Fee Percentage then in effect, provided, however, that there shall be
no Commitment Fee  attributable  to the Revolving  Credit  Commitment  after the
Revolving Credit Termination Date.

         (b) Any portion of the Commitment Fee that has not been previously paid
shall be payable in immediately  available funds (w) on the last Business Day of
each  calendar  quarter  commencing  on December 31,  2000,  (x) on the Reducing
Revolver  Termination  Date,  (y) on the  date  of any  reduction  of the  Total
Revolving Credit Commitment in accordance with the provisions of this Agreement,
and (z) on the Revolving Credit Termination Date. The Commitment Fee due to each
Lender under this Section 2.06 shall  commence to accrue on the Closing Date and
cease to accrue on the later to occur of the Reducing Revolver  Termination Date
and the Revolving  Credit  Termination Date in accordance with the provisions of
this Section 2.06 . The  Commitment  Fee shall be calculated on the basis of the
actual number of days elapsed in a year of 360 days.
<PAGE>

         SECTION  2.07.  Termination,  Reduction of the Total  Revolving  Credit
Commitment and Reduction of the Total Reducing Revolver Commitment.

         (a) Upon at least five (5)  Business  Days' prior  irrevocable  written
notice (or facsimile  notice  promptly  confirmed in writing) to the Agent,  the
Borrower may at any time in whole permanently terminate, or from time to time in
part permanently reduce, the Total Revolving Credit Commitment ratably among the
Lenders in accordance with the amounts of their Commitments;  provided, however,
the Total  Revolving  Credit  Commitment  shall not at any time be reduced to an
amount less than the sum of the Revolving  Credit Loans then  outstanding.  Each
voluntary partial reduction of the Total Revolving Credit Commitment shall be in
an integral multiple of five million dollars ($5,000,000).

         (b)  Simultaneously  with any  termination  or  reduction  of the Total
Revolving Credit Commitment  pursuant to paragraph (a) above, the Borrower shall
pay to each Lender,  through the Agent, the Commitment Fee due and owing through
and  including  the date of such  termination  or reduction on the amount of the
Commitment of such Lender so terminated or reduced.

         (c) The Revolving Credit Commitment of each Lender shall  automatically
and  permanently  terminate on the Revolving  Credit  Termination  Date, and all
Revolving  Credit Loans still  outstanding on such date shall be due and payable
in full  together  with  accrued  interest  thereon.  No Lender  shall  have any
obligation  to make any  Revolving  Credit  Loans  after  the  Revolving  Credit
Termination Date.

         (d) The Reducing Revolver Commitment of each Lender shall be reduced on
a  quarterly  basis  commencing  on June 30,  2001 by  amounts as  reflected  in
Schedule 2.01(a).

         (e)  The  Reducing   Revolver   Commitment  of  each  Lender  shall  be
permanently  reduced on a pro rata basis by any amounts  prepaid by the Borrower
pursuant to Sections 2.09(a) and (b) hereof.

         (f) The Reducing Revolver Commitment of each Lender shall automatically
and  permanently  terminate on the Reducing  Revolver  Termination  Date and all
Reducing  Revolver Loans still outstanding on such date shall be due and payable
in full  together  with  accrued  interest  thereon.  No Lender  shall  have any
obligation  to make any  Reducing  Revolver  Loans after the  Reducing  Revolver
Termination Date.
<PAGE>

         SECTION 2.08.  Interest on Overdue Amounts; Alternate Rate of Interest.

         (a) If the Borrower shall default in the payment of the principal of or
interest on any Loan or any fee or other amount due hereunder,  by  acceleration
or otherwise,  the Borrower  shall on demand upon  twenty-four  (24) hours prior
notice from time to time pay interest, subject to Section 9.08 hereof and to the
extent  permitted  by law,  on such  defaulted  amount  up to the date of actual
payment of such  defaulted  amount (after as well as before  judgment) at a rate
per annum equal to the  Alternate  Base Rate plus three  percent  (3.0%),  for a
period of sixty (60) days after such  default,  and at a rate per annum equal to
the Alternate Base Rate plus five and one-half percent (5-1/2%) thereafter,  but
in no event higher than the maximum rate under applicable law.

         (b) In the event, and on each occasion,  that prior to the commencement
of any Interest  Period for a Eurodollar  Loan or Reference Rate Loan, the Agent
shall have  reasonably  determined  that  dollar  deposits in the amount of each
Eurodollar Loan or Reference Rate Loan are not generally available in the London
interbank  market,  or that the rate at which dollar  deposits are being offered
will not  reflect  adequately  and  fairly  the cost to any  Lender of making or
maintaining  such  Eurodollar  Loan or Reference  Rate Loan during such Interest
Period,  or that  reasonable  means do not exist for  ascertaining  the Adjusted
LIBOR, the Agent shall as soon as practicable thereafter give written notice (or
facsimile  notice promptly  confirmed in writing) of such  determination  to the
Borrower  and the  Lenders,  and any request by the Borrower for the making of a
Eurodollar  Loan or  Reference  Rate Loan  pursuant  to Section  2.03  hereof or
conversion or  continuation of any Loan into a Eurodollar Loan or Reference Rate
Loan pursuant to Section 2.02 hereof shall, until the circumstances  giving rise
to such notice no longer exist,  be deemed to be a request for an Alternate Base
Loan. Each  determination by the Agent made hereunder shall be conclusive absent
manifest error.

         SECTION 2.09.  Prepayment of Loans.

         (a) Within thirty (30) days after the  consummation  of any Asset Sale,
the Borrower  shall prepay a portion of the  aggregate  principal  amount of the
Reducing  Revolver Loans  outstanding equal to one hundred percent (100%) of the
net cash proceeds of such Asset Sale; provided, however, that the Borrower shall
have no obligation to make any such prepayment  pursuant to this Section 2.09(b)
until the Borrower has received,  with respect to any Fiscal Year, aggregate net
cash  proceeds  from Asset Sales of at least five million  dollars  ($5,000,000)
(the "Asset Sale Limit"). With respect to any particular Asset Sale which causes
the Borrower to exceed the Asset Sale Limit,  the  Borrower  shall prepay to the
Lenders only the amount equal to (i) the net aggregate amount of all Asset Sales
for the Fiscal Year in  question  after  giving  effect to such Asset Sale minus
(ii)  the  Asset  Sale  Limit.  Such  prepayments  shall be in  addition  to the
repayment  of  principal  of the  Reducing  Revolver  Loans  pursuant to Section
2.04(c).

         (b) Within  thirty (30) days after the  issuance by the Borrower or any
of its  Subsidiaries  of any of the Borrower's or any such  Subsidiary's  equity
securities  (and  regardless of whether such equity  securities  are issued in a
public or private  sale),  the Borrower  shall prepay a portion of the aggregate
principal amount of the Reducing  Revolver Loans  outstanding equal to (i) fifty
<PAGE>

percent  (50%) of the net cash  proceeds  of any such sale of equity  securities
(with  respect to the first  $20,000,000  of net cash proceeds of any such sale)
and (ii) one hundred percent (100%) of the net cash proceeds of any such sale of
equity  securities  (with  respect to the net cash  proceeds of any such sale in
excess of $20,000,000).  Such prepayments  shall be in addition to the repayment
of principal of the Reducing Revolver Loans pursuant to Section 2.04(c).

         (c) Subject to the terms and conditions  contained in this Section 2.09
and elsewhere in this Agreement, the Borrower shall have the right to prepay any
Loan at any time in whole or from time to time in part  (except in the case of a
Eurodollar  Loan only on the last day of an  Interest  Period)  without  penalty
(except as otherwise  provided for herein);  provided,  however,  that each such
partial  prepayment  of a Loan  shall  not be  less  than  two  million  dollars
($2,000,000)  and  in  integral  multiples  of  five  hundred  thousand  dollars
($500,000),  or if the  outstanding  principal  balance is less than two million
dollars ($2,000,000), such prepayment shall be in whole.

         (d) On the date of any  termination  or reduction of the Total Reducing
Revolver  Commitment or Total Revolving  Credit  Commitment  pursuant to Section
2.07 hereof,  the Borrower  shall pay or prepay so much of the Loans as shall be
necessary  in order that (i) the sum of the  aggregate  principal  amount of the
Reducing  Revolver  Loans then  outstanding  will not exceed the Total  Reducing
Revolver Commitment at such time, (ii) the sum of the aggregate principal amount
of the  Revolving  Credit  Loans  then  outstanding,  will not  exceed the Total
Revolving  Credit  Commitment at such time,  and (iii) the  aggregate  principal
amount of the  Revolving  Credit  Loans  then  outstanding  will not  exceed the
Borrowing Base then in effect.

         (e) The Borrower shall make  prepayments of the Revolving  Credit Loans
from time to time as required in order to ensure  that the  principal  amount of
the Revolving  Credit Loans and Swingline Loans  outstanding does not exceed the
Borrowing Base then in effect or the Total Revolving Credit Commitment.

         (f) Any  prepayments  required by  Paragraph  (a) or (b) above shall be
applied first to outstanding Alternate Base Loans up to the full amount thereof,
then to outstanding  Reference Rate Loans up to the full amount thereof, then to
outstanding  Eurodollar  Loans up to the full amount  thereof,  and then as cash
collateral for outstanding  Letters of Credit up to the full amount of the Total
Letter of Credit Exposure then existing,  such cash collateral to be held by the
Agent for the benefit of WFB in a special cash collateral account.

         (g) Subject to the terms and conditions  contained in this Section 2.09
and elsewhere in this Agreement, when making a prepayment,  whether mandatory or
otherwise,  pursuant to paragraph  (a),  (b), or (c) above,  the Borrower  shall
furnish to the Agent, not later than 10:00 a.m., San Francisco, California time,
(i) on the Business  Day prior to such  prepayment  of  Alternate  Base Loans or
Reference  Rate Loans and (ii) three (3) Business Days prior to the date of such
prepayment of Eurodollar Loans,  written or facsimile notice (promptly confirmed
<PAGE>

in writing)  or, in the case of an Alternate  Base Loan or Reference  Rate Loan,
telephonic  notice  (promptly  confirmed in writing) of  prepayment  which shall
specify the  prepayment  date and the principal  amount of each Loan (or portion
thereof) to be prepaid,  which notice shall be irrevocable  and shall commit the
Borrower  to prepay  such Loan by the amount  stated  therein on the date stated
therein.  All  prepayments  of Eurodollar  Loans shall be accompanied by accrued
interest on the principal amount being prepaid to the date of prepayment.

         (h) All prepayments under this Section 2.09 shall be subject to Section
2.12 hereof.  In the case of any prepayment of a Eurodollar  Loan,  within three
Business Days of such  prepayment,  the Borrower shall pay to the Agent, for the
ratable benefit of the Lenders,  an additional fee of two hundred dollars ($200)
per Lender to cover  administrative  costs of the Lenders relating  thereto.  In
addition,  the Borrower  shall be prohibited  from taking out any new Eurodollar
Loans for a period of thirty  (30) days  after the  prepayment  of a  Eurodollar
Loan.

         (i) Prepayments  with respect to any paragraph of this Section 2.09 are
in addition to prepayments made or required to be made under any other paragraph
of this Section 2.09.

         SECTION 2.10.  Reserve Requirements; Change in Circumstances.

         (a)  Notwithstanding  any other provision  herein, if after the date of
this  Agreement  (or in the  case of any  assignee  of any  Lender,  the date of
assignment) any change in applicable law or regulation or in the  interpretation
or  administration  thereof  by any  governmental  authority  charged  with  the
interpretation  or  administration  thereof  (whether or not having the force of
law), or any change in GAAP or regulatory  accounting  principles  applicable to
the Agent or any Lender, shall: (i) subject the Agent or any Lender (which shall
for the purpose of this Section  2.10 include any assignee or lending  office of
the Agent or any Lender) to any charge, fee deduction or withholding of any kind
or to any tax with  respect to any amount paid or to be paid by either the Agent
or any Lender with respect to any Eurodollar  Loans or Reference Rate Loans made
by a Lender to the  Borrower  (other  than (x) taxes  imposed on the overall net
income of the Agent or such Lender and (y) franchise  taxes imposed on the Agent
or such Lender,  in either case by the  jurisdiction in which such Lender or the
Agent has its  principal  office or its  lending  office  with  respect  to such
Eurodollar  Loan or Reference  Rate Loan or any political  subdivision or taxing
authority of either  thereof);  (ii) change the basis of taxation of payments to
any Lender or the Agent of the principal of or interest on any  Eurodollar  Loan
or Reference Rate Loan or otherwise  hereunder  (other than taxes imposed on the
overall net income of such Lender or the Agent by the jurisdiction in which such
Lender or the Agent has its principal office or by any political  subdivision or
taxing authority therein);  (iii) impose, modify or deem applicable any reserve,
special deposit or similar  requirement  against assets of, deposits with or for
the account of, or loans or loan  commitments  extended by such Lender;  or (iv)
impose on any Lender or, with respect to Eurodollar Loans,  Reference Rate Loans
<PAGE>

or the London interbank  market,  any other condition  affecting this Agreement,
Eurodollar Loans or Reference Rate Loans made by such Lender;  and the result of
any of the foregoing  shall be to increase the cost to any such Lender of making
or  maintaining  any  Eurodollar  Loan or Reference  Rate Loan, or to reduce the
amount of any payment  (whether of principal,  interest,  fee,  compensation  or
otherwise)  receivable  by such  Lender or to  require  such  Lender to make any
payment in respect  of any  Eurodollar  Loan or  Reference  Rate Loan,  then the
Borrower  shall pay to such  Lender or the Agent,  as the case may be, upon such
Lender's  or the  Agent's  demand,  such  additional  amount or  amounts as will
compensate such Lender or the Agent for such additional costs or reduction.  The
Agent and each Lender agree to give notice to the Borrower of any such change in
law,  regulation,  interpretation or administration  with reasonable  promptness
after becoming  actually aware thereof and of the  applicability  thereof to the
Credit  Transactions,  but in no event more than  forty-five (45) days after the
Agent or any Lender  has  actual  knowledge  thereof.  Notwithstanding  anything
contained herein to the contrary,  nothing in clause (i) or (ii) of this Section
2.10(a)  shall be deemed to (A) permit  the Agent or any  Lender to recover  any
amount  thereunder  which would not be recoverable  under Section 2.15 hereof or
(B)  require  the  Borrower to make any payment of any amount to the extent that
such  payment  would  duplicate  any payment  made by the  Borrower  pursuant to
Section 2.15 hereof.

         (b) If any Lender shall have  determined  that the  adoption  after the
Closing Date of any  applicable  law,  rule,  regulation or guideline  regarding
capital  adequacy,  or any change in any  applicable  law,  rule,  regulation or
guideline regarding capital adequacy,  including,  without limitation,  the July
1988  report of the Basle  Committee  on  Banking  Regulations  and  Supervisory
Practices entitled "International Convergence of Capital Measurement and Capital
Standards",  or any  change  after the  Closing  Date in the  interpretation  or
administration  of any thereof by any  governmental  authority,  central bank or
comparable agency charged with the interpretation or administration  thereof, or
compliance by such Lender (or its lending  office) with any request or directive
after the  Closing  Date  (whether  or not such  change in rule,  regulation  or
guideline is retroactive to a date prior to the Closing Date) regarding  capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable  agency,  has or will have the effect of reducing the rate of
return on such Lender's capital as a consequence of its obligations hereunder to
a level below that which such Lender could have achieved but for such  adoption,
change or compliance  (taking into  consideration  such  Lender's  policies with
respect to capital  adequacy),  then from time to time the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender for
such  reduction,  including  amounts  applicable to losses caused by retroactive
effectiveness of any change in rule,  regulation or guideline to a date prior to
the  Closing  Date.  Each Lender  agrees to give  notice to the  Borrower of any
adoption of, change in, or change in interpretation  or  administration  of, any
such law,  rule,  regulation  or  guideline  with  reasonable  promptness  after
becoming actually aware thereof and of the  applicability  thereof to the Credit
Transactions,  but in no event more than forty-five (45) days after the Agent or
any Lender has actual knowledge thereof.
<PAGE>

         (c) A statement of any Lender or the Agent setting forth such amount or
amounts,  supported by calculations in reasonable  detail, as shall be necessary
to compensate  such Lender (or the Agent) as specified in paragraphs (a) and (b)
above shall be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower  shall pay each Lender or the Agent the amount shown as due
on any such statement  within thirty (30) days after its receipt of the same. In
the event that such Lender or the Agent, as the case may be, determines that the
Borrower has made a payment  pursuant to a statement that contains an error, and
further  determines that as a result thereof the Borrower has paid more than the
amount  necessary  to  compensate  such  Lender  or the  Agent as  specified  in
paragraphs  (a) and (b) above,  such  Lender or the  Agent,  as the case may be,
shall promptly refund such excess amount to the Borrower. In the event that such
Lender or the  Agent,  as the case may be,  determines  that it has  received  a
refund of any  additional  costs of the type  described in paragraph  (a) above,
such Lender or the Agent,  as the case may be,  shall  refund to the Borrower an
amount  (not to exceed the amount of the refund  received  by such Lender or the
Agent)  equal  to the  amount  of  compensation  payments  made by the  Borrower
pursuant  to  paragraph  (a) above in respect of such  additional  costs  within
thirty (30) days.

         (d)  Failure  on  the  part  of  any  Lender  or the  Agent  to  demand
compensation  for  any  increased  costs,   reduction  in  amounts  received  or
receivable  with  respect to any  Interest  Period or  reduction  in the rate of
return earned on such Lender's  capital,  shall not  constitute a waiver of such
Lender's or the Agent's rights to demand compensation for any increased costs or
reduction in amounts  received or  receivable  or reduction in rate of return in
such Interest Period or in any other Interest Period.  The protection under this
Section 2.10 shall be available to each Lender and the Agent  regardless  of any
possible  contention of the invalidity or inapplicability of any law, regulation
or other  condition  which  shall give rise to any demand by such  Lender or the
Agent for compensation.

         (e) Any Lender claiming any additional amounts payable pursuant to this
Section  2.10  agrees  to use  reasonable  efforts  (consistent  with  legal and
regulatory  restrictions) to designate a different  Applicable Lending Office if
the making of such a designation  would avoid the need for, or reduce the amount
of, any such  additional  amounts and would not, in the  reasonable  judgment of
such Lender, be otherwise disadvantageous to such Lender.

         SECTION 2.11.  Change in Legality.


         (a) Notwithstanding  anything to the contrary herein contained,  if any
change after the Closing Date in any law or regulation or in the  interpretation
thereof  by any  governmental  authority  charged  with  the  administration  or
interpretation thereof shall make it unlawful for any Lender to make or maintain
any Eurodollar  Loan or Reference Rate Loan or to give effect to its obligations
to make Eurodollar Loans or Reference Rate Loans as contemplated  hereby,  then,
by written notice to the Borrower and to the Agent, such Lender may:
<PAGE>

                  (i) declare that  Eurodollar  Loans and  Reference  Rate Loans
         will not  thereafter  be made by such Lender  hereunder,  whereupon the
         Borrower  shall  be  prohibited  from  requesting  Eurodollar  Loans or
         Reference Rate Loans from such Lender hereunder unless such declaration
         is subsequently  withdrawn (it being  understood that such Lender shall
         withdraw  such  declaration  promptly in the event that any  subsequent
         change in law or regulation makes it lawful for such Lender to make and
         maintain Eurodollar Loans and/or Reference Rate Loans); and

                  (ii)  require  that all  outstanding  Eurodollar  Loans and/or
         Reference  Rate Loans made by it be converted to Alternate  Base Loans,
         in which event (A) all such  Eurodollar  Loans  and/or  Reference  Rate
         Loans shall be  automatically  converted to Alternate  Base Loans as of
         the  effective  date of such notice as provided in paragraph (b) below,
         (B) all payments of principal  which would  otherwise have been applied
         to repay the converted  Eurodollar  Loans and/or  Reference  Rate Loans
         shall  instead be applied to repay the Alternate  Base Loans  resulting
         from the  conversion of such  Eurodollar  Loans and/or  Reference  Rate
         Loans,  and (C) no  prepayment  penalty or other  premium  shall be due
         related to any Eurodollar Loans and/or Reference Rate Loans required to
         be converted.

         (b) For purposes of Section 2.11(a) hereof, a notice to the Borrower by
any Lender shall be  effective,  if lawful,  on the last day of the then current
Interest Period or, if there are then two (2) or more current Interest  Periods,
on the last day of each such  Interest  Period,  respectively;  otherwise,  such
notice shall be effective with respect to the Borrower on the date of receipt by
the Borrower.

         SECTION 2.12.  Indemnity.  The Borrower  shall  indemnify the Agent and
each Lender against any loss or expense (including, but not limited to, any loss
or expense  sustained or incurred or to be sustained or incurred by reason of or
in connection with liquidating or employing deposits from third parties acquired
to effect or maintain any Loan or part thereof as a Eurodollar Loan or Reference
Rate Loan) which such Lender may sustain or incur  directly as a consequence  of
the following events (regardless of whether such events occur as a result of the
occurrence  of an Event of Default or the exercise of any right or remedy of the
Agent or the Lenders under this Agreement or any other agreement, or at law) (a)
any failure of the  Borrower to fulfill on the date of any  borrowing  hereunder
the applicable  conditions set forth in Article IV hereof  applicable to it; (b)
any failure of the  Borrower to borrow  hereunder  after  irrevocable  notice of
borrowing  pursuant  to Section  2.03 hereof has been  given;  (c) any  payment,
prepayment or conversion of a Eurodollar  Loan on a date other than the last day
of the relevant Interest Period; (d) any default in payment or prepayment of the
principal amount of any Loan or any part thereof or interest accrued thereon, in
each case as and when due and payable (at the due date thereof,  by  irrevocable
notice  of  prepayment  or  otherwise);  or (e) the  occurrence  of an  Event of
Default. Any such Lender shall provide to the Borrower a statement, signed by an
officer of such Lender,  explaining  any loss or expense and setting  forth,  if
applicable,  the  computation  pursuant  to the  preceding  sentence,  and  such
statement shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount  shown as due on any such  statement  within  thirty (30) days
after the receipt of the same.
<PAGE>

         SECTION 2.13.  Pro Rata Treatment.

         (a) Except as permitted or contemplated by Sections 2.11,  2.17,  2.18,
2.19 or 2.20 hereof, each Loan or other borrowing, each payment or prepayment of
principal of the Notes,  each payment of interest on the Notes,  each payment of
any fee or other  amount  payable  hereunder  and each  reduction  of the  Total
Reducing Revolver  Commitment or Total Revolving Credit Commitment shall be made
pro rata among the  Lenders in the  proportions  that  their  Reducing  Revolver
Commitments  bear to the  Total  Reducing  Revolver  Commitment  or  that  their
Revolving Credit Commitments bears to the Total Revolving Credit Commitment,  as
the case may be.  Notwithstanding  the  foregoing,  in the event that any Lender
notifies  Agent in writing prior to the date of a proposed Loan that such Lender
will not on such date make such Lender's  ratable portion of such Loan available
to the Agent (any such Lender being  hereinafter  referred to as a  "Non-Funding
Lender"),  then, in such event and subject to all other terms and conditions set
forth herein,  such Loan shall be made pro rata among all Lenders other than the
Non-Funding  Lender (such Lenders being hereinafter  referred to as the "Funding
Lenders");  provided,  however, that (i) no Funding Lender shall be obligated to
make  any such  Loan if the  Non-Funding  Lender  declined  to make its  ratable
portion of such Loan  available  to Agent as a result of the  occurrence  of any
Default or Event of  Default  hereunder  or  nonsatisfaction  of any  conditions
precedent  to such loan,  and (ii) no Funding  Lender shall be obligated to make
any such Loan to the Borrower in an aggregate principal amount in excess of such
Lender's Reducing  Revolver  Commitment or Revolving Credit  Commitment,  as the
case may be.

         (b) Unless the Agent shall have been  notified in writing by any Lender
prior to the date of a proposed borrowing that such Lender will not on such date
make such Lender's ratable portion (based on its applicable  Commitment) of such
Loan available to the Agent, the Agent may assume that such Lender has made such
amount  available  to the Agent on such  borrowing  date,  and the Agent may, in
reliance on such  assumption,  make  available to the  Borrower a  corresponding
amount.  If such  amount is made  available  to the Agent on a date  after  such
borrowing  date, such Lender shall pay to the Agent on demand an amount equal to
the product of (i) the daily average  Federal Funds  Effective  Rate during such
period as quoted by the Agent,  multiplied  by (ii) the amount of such  Lender's
ratable  portion  (based  on  its  applicable  Commitment)  of  such  borrowing,
multiplied by (iii) a fraction the numerator of which is the number of days that
elapse from and including such borrowing date to the date on which such Lender's
ratable  portion  (based on its applicable  Commitment) of such borrowing  shall
have become  immediately  available to the Agent and the denominator of which is
360. A  certificate  of the Agent  submitted  to any Lender with  respect to any
amounts  owing under this  paragraph  (b) shall be  conclusive in the absence of
manifest  error.  If such  Lender's  ratable  portion  (based on its  applicable
Commitment) of such borrowing is not in fact made available to the Agent by such
Lender within three (3) Business Days of such borrowing date, the Agent shall be
entitled to recover such amount with interest thereon at the rate per annum then
applicable to the Alternate Base Loans hereunder, on demand, from the Borrower.
<PAGE>

         SECTION 2.14. Sharing of Setoffs.  Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower,  including,  but not limited to, a secured claim under Section 506
of Title 11 of the United  States Code or other  security  or  interest  arising
from,  or in lieu of, such  secured  claim,  received  by such Lender  under any
applicable  bankruptcy,  insolvency or other  similar law or  otherwise,  obtain
payment (voluntary or involuntary) in respect of a Note held by it or in respect
of a  participation  held by it in a Letter  of  Credit as a result of which the
unpaid  principal  portion  of  the  Notes  held  by  it  or  in  respect  of  a
participation  held by it in a Letter of Credit  shall be  proportionately  less
than the unpaid  principal  portion of the Notes  held by any other  Lender,  it
shall remit such amount to the Collateral  Trustee for application in accordance
with the Collateral Trust Agreement.

         SECTION 2.15.  Taxes.

         (a) Any and all payments by the Borrower  hereunder  shall be made,  in
accordance with Section 2.16 hereof, free and clear of and without deduction for
any and all present or future taxes,  levies,  imposts,  deductions,  charges or
withholdings  in any such case  imposed  by the United  States or any  political
subdivision thereof, excluding:

                  (i) in the case of the Agent and each Lender, taxes imposed or
         based on its net income,  and franchise or capital taxes imposed on it,
         (A) if the  Agent or such  Lender  is  organized  under the laws of the
         United States or any political subdivision thereof and (B) if the Agent
         or such Lender is not organized  under the laws of the United States or
         any  political   subdivision  thereof,  and  its  principal  office  or
         Applicable  Lending Office is located in the United States,  and in the
         case of both  clauses  (A) and  (B),  withholding  taxes  payable  with
         respect to payments to the Agent or such Lender at its principal office
         or Applicable Lending Office under laws (including, without limitation,
         any treaty, ruling,  determination or regulation) in effect on the date
         hereof,  but not any increase in  withholding  tax  resulting  from any
         subsequent  change in such laws (other than withholding with respect to
         taxes  imposed or based on its net income or with  respect to franchise
         or capital taxes), and

                  (ii) taxes (including  withholding taxes) imposed by reason of
         the  failure  of the  Agent  or any  Lender,  in  either  case  that is
         organized  outside the United  States,  to comply with Section  2.15(e)
         hereof (or the  inaccuracy at any time of the  certificates,  documents
         and other evidence delivered thereunder)

(all such nonexcluded taxes, levies, imposts, deductions,  charges, withholdings
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law adopted after the Closing Date to deduct any Taxes from or in
respect of any sum payable  hereunder  to the Lenders or the Agent,  (x) the sum
<PAGE>

payable  shall be  increased  by the amount  necessary  so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section  2.15) such Lender or the Agent (as the case may be) receives
an amount equal to the sum it would have  received had no such  deductions  been
made,  (y) the Borrower shall make such  deductions,  and (z) the Borrower shall
pay the full amount deducted to the relevant tax authority or other authority in
accordance with applicable law.

         (b) In addition, except as expressly set forth in this Agreement herein
to the  contrary,  the  Borrower  agrees to pay any  present or future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies  which  arise from any  payment  made  hereunder  or from the  execution,
delivery or  registration  of, or  otherwise  with  respect  to, this  Agreement
(hereinafter referred to as "Other Taxes").

         (c) The Borrower will  indemnify each Lender and the Agent for the full
amount of Taxes or Other  Taxes  (including,  without  limitation,  any Taxes or
Other Taxes imposed by any  jurisdiction  (except as excluded in clauses  (a)(i)
and (ii) on amounts  payable under this Section 2.15) paid by such Lender or the
Agent (as the case may be) and any liability (including penalties,  interest and
expenses) arising therefrom or with respect thereto.  This indemnification shall
be made within fifteen (15) Business Days from the date such Lender or the Agent
(as the case may be) makes written  demand  therefor.  If any Lender  receives a
refund in respect of any Taxes or Other Taxes for which such Lender has received
payment  from the Borrower  hereunder,  such Lender  shall  promptly  notify the
Borrower of such refund and such Lender shall,  within  thirty (30) days,  repay
such refund to the Borrower,  provided,  that the Borrower,  upon the request of
such  Lender,  agrees to return  such  refund  within  thirty  (30) days of such
Lender's request (plus any penalties,  interest or other charges) to such Lender
in the event such Lender is required to repay such refund.

         (d) Within  fifteen (15) Business Days after the date of any payment of
Taxes or Other Taxes  withheld by the  Borrower in respect of any payment to any
Lender,  the Borrower will furnish to the Agent,  at its address  referred to in
Section 9.01 hereof,  such certificates,  receipts and other documents as may be
reasonably required to evidence payment thereof.

         (e) Each Lender that is  organized  outside of the United  States shall
deliver to the Borrower on the date hereof (or, in the case of an  assignee,  on
the date of the  assignment) and from time to time as required for renewal under
applicable law duly completed  copies of United States Internal  Revenue Service
Form  1001 or 4224 (or any  successor  or  additional  forms),  as  appropriate,
indicating in each case that such Lender is entitled to receive  payments  under
this Agreement without any deduction or withholding of any United States federal
income taxes. The Agent (if the Agent is an entity organized  outside the United
States) and each  Lender  that is  organized  outside  the United  States  shall
promptly  notify  the  Borrower  and the Agent of any  change in its  Applicable
Lending Office and upon written request of the Borrower such Lender shall, prior
to the  immediately  following  due date of any  payment by the  Borrower or any
<PAGE>

Guarantor hereunder,  deliver to the Borrower or such Guarantor, as the case may
be (with copies to the Agent),  such certificates,  documents or other evidence,
as  required  by the  Code or  Treasury  Regulations  issued  pursuant  thereto,
including without  limitation  Internal Revenue Service Form 4224, Form 1001 and
any other certificate or statement of exemption required by Treasury  Regulation
Section  1.1441-4(a) or Section  1.1441-6(c) or any subsequent  version thereof,
properly  completed  and duly  executed  by such Lender  establishing  that such
payment is (i) not subject to withholding under the Code because such payment is
effectively  connected with the conduct by such Lender of a trade or business in
the  United  States  or (ii)  totally  exempt  from  United  States  tax under a
provision of an applicable tax treaty. The Borrower shall be entitled to rely on
such forms in its  possession  until  receipt of any revised or  successor  form
pursuant to this  Section  2.15(e) If a Lender  fails to provide a  certificate,
document or other evidence required  pursuant to this Section 2.15(e),  then (x)
the  Borrower  may deduct or  withhold on payments to such Lender as a result of
such  failure,  but only as required by law, and (y) the  Borrower  shall not be
required to make  payments of  additional  amounts with respect to such withheld
Taxes  pursuant  to clause (x) of  Section  2.15(a)  hereof to the  extent  such
withholding  is  required  solely  by reason of the  failure  of such  Lender to
provide the necessary certificate, document or other evidence.

         (f) Each Lender and the Agent shall use reasonable  efforts to avoid or
minimize any amounts which might  otherwise be payable  pursuant to this Section
2.15 (including seeking refunds of any amounts that are reasonably  believed not
to have been  correctly  or  legally  asserted);  provided,  however,  that such
efforts  shall not include the taking of any actions by such Lender or the Agent
that would result in any tax, costs or other expense to such Lender or the Agent
(other  than a tax,  cost or other  expense  for which such  Lender or the Agent
shall have been  reimbursed  or  indemnified  by the  Borrower  pursuant to this
Agreement  or  otherwise)  or any action  which would or might in the opinion of
such Lender or the Agent have an adverse effect upon its business, operations or
financial condition or otherwise be disadvantageous to such Lender or the Agent.

         (g) Without prejudice to the survival of any other agreement hereunder,
the agreements and obligations  contained in this Section 2.15 shall survive the
payment in full of principal and interest hereunder and under the Notes.

         SECTION 2.16.  Payments and Computations.  The Borrower shall make each
payment hereunder and under any instrument delivered  hereunder,  without setoff
or deduction of any kind, not later than 10:00 a.m.,  San Francisco,  California
time on the day when  due in  lawful  money  of the  United  States  (in  freely
transferable  dollars)  to the Agent at its office  specified  in  Section  9.01
hereof for the account of the Lenders, in immediately  available funds.  Subject
to the terms of the Collateral  Trust  Agreement,  after prior written notice to
the Borrower  (which may be by facsimile  communication),  the Agent may charge,
when due and payable,  the  Borrower's  account with the Agent for all interest,
principal and Commitment Fees or other fees owing to the Agent or the Lenders on
or with respect to this Agreement or the Loans.
<PAGE>

         SECTION 2.17.  Swingline Loans.  Notwithstanding any other provision of
this  Agreement,  WFB, along with other Lenders  designated by WFB in WFB's sole
discretion (any Lender which makes a Swingline Loan is hereafter  referred to as
a "Swingline Lender"),  may make Swingline Loans to the Borrower,  at WFB's sole
discretion,  from the Closing Date to the Revolving Credit  Termination Date, in
an aggregate  principal amount at any time outstanding not to exceed twenty-five
million dollars ($25,000,000); provided, however, that neither WFB nor the other
Lenders shall be under any obligation to make any Swingline Loan. In addition to
the other terms and conditions of this Agreement,  such Swingline Loans shall be
subject  to the  following  conditions:  (i) each  Swingline  Loan  made by each
Swingline Lender shall be evidenced by Swingline Notes prepared by the Borrower,
duly  executed  on  behalf  of the  Borrower,  dated  the  date of the  proposed
borrowing,  substantially  in the form of  Exhibit  K hereto,  delivered  by the
Borrower  and payable to each of the  Swingline  Lenders in a  principal  amount
equal to the Swingline Loan made on such date; (ii) subject to the provisions of
Section 2.08 and Section 9.08 hereof, each Swingline Loan shall bear interest at
a rate per annum equal to the  Alternate  Base Rate plus the  Applicable  Margin
then in effect; (iii) any Swingline Loans made to the Borrower must be repaid in
full to Agent within five (5) days after the date such  Swingline  Loan is made;
(iv) any Swingline  Loans will be subject to the Borrowing Base and shall not be
made if such  Swingline  Loan  would  cause the unpaid  amount of the  Revolving
Credit Loans  together with the amount of all  Swingline  Loans  outstanding  to
exceed the  Borrowing  Base then in effect;  (v)  Swingline  Loans  shall not be
outstanding  for more than a total of fifteen  (15) days during any  consecutive
twelve (12) month  period;  and (vi) any  payments  made by the  Borrower to the
Agent  during a period when a  Swingline  Loan is  outstanding  shall be applied
first to the unpaid  interest  on such  Swingline  Loan,  secondly to the unpaid
principal of such Swingline Loan, and thereafter in accordance with the terms of
this  Agreement,  provided,  however,  that if an Event of Default  occurs or is
continuing  while any Swingline  Loan is  outstanding,  any payments made by the
Borrower  to the Agent  shall be applied  pari passu with the  Revolving  Credit
Loans and such Swingline Loan.

         SECTION 2.18. Issuance of Letters of Credit. Pursuant to an application
prepared by the Borrower  substantially  in the form of WFB's  standard  form of
application  for standby  letters of credit,  and subject to the  conditions set
forth in Article IV hereof and such other  conditions  to the opening of standby
letters of credit as WFB  requires of its  customers  generally,  WFB shall from
time to time  issue  standby  letters  of credit  hereunder  (each a "Letter  of
Credit") for the account of the Borrower,  provided,  that,  the Total Letter of
Credit  Exposure  outstanding  at any time  shall not exceed  one  million  five
hundred  thousand  dollars  ($1,500,000).  The issuance of each Letter of Credit
shall be made on at least three (3) Business Days' prior written notice from the
Borrower to WFB, at its Domestic  Lending Office,  which written notice shall be
an application  for a Letter of Credit on WFB's  customary  form. The renewal of
each Letter of Credit  shall be made upon  written  request from the Borrower to
WFB, at its Domestic  Lending Office,  which written notice shall be given three
<PAGE>
(3) Business Days before any date on which prior notice of  cancellation of such
Letter of Credit is required  to be by the issuer.  WFB shall not at any time be
obligated  to issue or renew any  Letter of Credit if such  issuance  or renewal
would conflict with, or cause WFB or any Lender to exceed any limits imposed by,
any applicable  requirements of law. The expiration date of any Letter of Credit
shall  not be  later  than  one (1) year  from  the  date of  issuance  thereof;
provided,  however, a Letter of Credit may contain automatic renewal provisions,
subject to prior notice of  cancellation  by the issuer,  and, in any event,  no
Letter of Credit  shall have an  expiration  date later than the Final  Maturity
Date,  unless the Borrower  furnishes cash collateral to secure the Total Letter
of Credit  Exposure in form and substance  satisfactory  to WFB. For purposes of
this  Agreement,  each  renewal  of a Letter of Credit  shall be deemed to be an
issuance  of a Letter of  Credit.  The  Letters of Credit  shall be issued  with
respect of transactions  occurring in the Borrower's ordinary course of business
and other needs approved by WFB.

         SECTION 2.19.  Payment of Letters of Credit;  Reimbursement.  WFB shall
review each draft and any  accompanying  documents  presented  under a Letter of
Credit.  Promptly  after it  shall  have  ascertained  that  any  draft  and any
accompanying  documents  presented  under such Letter of Credit  appear on their
face to be in substantial conformity with the terms and conditions of the Letter
of Credit,  WFB shall give telephonic or facsimile notice to the Borrower of the
receipt and amount of such draft and the date on which  payment  thereon will be
made, and WFB, not later than 12:00 p.m. San Francisco,  California time on such
day,  shall make the  appropriate  payment to the  beneficiary of such Letter of
Credit.  If WFB shall pay any draft and/or  other  documents  presented  under a
Letter of Credit,  then WFB shall  charge  the  general  deposit  account of the
Borrower  with  WFB  for the  amount  thereof,  together  with  WFB's  customary
overdraft  fee in the event the funds  available  in such  account  shall not be
sufficient  to  reimburse  WFB for  such  payment  and the  Borrower  shall  not
otherwise  have  discharged  such  reimbursement  obligation by 12:00 p.m.,  San
Francisco,  California  time, on the date of such  payment.  If WFB has not been
reimbursed  with respect to such drawing as provided  above,  the Borrower shall
pay to WFB the amount of the drawing  together with interest on such amount at a
rate per annum  (computed on the basis of the actual number of days elapsed over
a year of 365/366  days) equal to the  Alternate  Base Rate plus the  Applicable
Margin  then in effect  with  respect to  Reducing  Revolver  Loans,  payable on
demand. The obligations of the Borrower under this Section 2.19 to reimburse WFB
for all drawings  under Letters of Credit shall be absolute,  unconditional  and
irrevocable  and shall be  satisfied  strictly in  accordance  with their terms,
irrespective of:

         (a) any lack of validity or enforceability of any Letter of Credit;

         (b) the  existence of any claim,  setoff,  defense or other right which
the Borrower or any other  Person may at any time have  against the  beneficiary
under any  Letter of  Credit  or WFB  (other  than the  defense  of  payment  in
accordance  with the terms of this  Agreement  or a  defense  based on the gross
negligence or willful  misconduct of WFB) or any other Person in connection with
this Agreement or any other transaction;
<PAGE>

         (c) any draft or other  document  presented  under any Letter of Credit
proving to be forged, fraudulent,  invalid or insufficient in any respect or any
statement  therein being untrue or inaccurate  in any respect;  provided,  that,
payment by WFB under such Letter of Credit against presentation of such draft or
document shall not have constituted gross negligence or willful misconduct;

         (d) payment by WFB under any Letter of Credit against presentation of a
draft or other  document  which does not comply with the terms of such Letter of
Credit; provided, that, such payment shall not have constituted gross negligence
or willful misconduct; and

         (e) any other circumstance or event whatsoever,  whether or not similar
to any of the foregoing;  provided that such other  circumstance  or event shall
not have been the  result  of gross  negligence  or  willful  misconduct  of any
Lender.

         It is understood  that in making any payment under any Letter of Credit
(i) WFB's exclusive reliance on the documents  presented to it under such Letter
of  Credit  as to any and all  matters  set forth  therein,  including,  without
limitation,  reliance on the amount of any draft  presented under such Letter of
Credit,  whether or not the amount due to the  beneficiary  equals the amount of
such draft and whether or not any document  presented pursuant to such Letter of
Credit proves to be  insufficient  in any respect,  if such document on its face
appears  to be in order,  and  whether or not any other  statement  or any other
document  presented  pursuant  to such  Letter of Credit  proves to be forged or
invalid  or any  statement  therein  proves  to be  inaccurate  or untrue in any
respect  whatsoever and (ii) any noncompliance in any immaterial  respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, not be deemed willful misconduct or gross negligence of WFB.

         SECTION 2.20. Letter of Credit Fees. The Borrower agrees to pay to WFB,
within ten (10) days of written demand therefore, Letter of Credit issuance fees
in connection with each Letter of Credit issued on behalf of the Borrower in the
amounts specified in WFB's standard Letter of Credit fee schedule,  as in effect
from time to time.

ARTICLE III.  REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to each of the Lenders that:

         SECTION 3.01.  Organization;  Legal Existence. The Borrower and each of
its  Subsidiaries is a corporation,  validly existing and in good standing under
the laws of the jurisdiction of its  organization,  has the requisite  corporate
power and  authority to own its property and assets and to carry on its business
as now  conducted  and is qualified to do business in every  jurisdiction  where
such qualification is required (all such jurisdictions  being listed in Schedule
3.14  hereto),  except for those  jurisdictions  in which the failure to qualify
would not have a Material  Adverse Effect.  The Borrower has the corporate power
to execute,  deliver and perform its  obligations  under this  Agreement and the
other Credit  Documents  and to borrow  hereunder and to execute and deliver the
Notes.
<PAGE>

         SECTION 3.02. Authorization. The Credit Transactions (a) have been duly
authorized by all requisite  corporate action,  and (b) will not (i) violate (A)
the certificate or articles of incorporation  or other  applicable  constitutive
documents  or the bylaws of the Borrower or any of its  Subsidiaries,  or to the
Borrower's  knowledge,  any  provision  of  law,  statute,  rule  or  regulation
applicable to the Borrower and its Subsidiaries,  (B) any order of any court, or
any rule, regulation or order of any other agency of government addressed to and
binding upon the Borrower or any of its  Subsidiaries,  or (C) any provisions of
any material  indenture,  agreement or other instrument to which the Borrower or
any of its Subsidiaries or any of their  respective  properties or assets are or
may be bound,  (ii) be in  conflict  with,  result in a breach of or  constitute
(alone or with  notice or lapse of time or both) a  default  under any  material
indenture,  agreement  or other  instrument  referred  to in clause (C) above or
(iii) result in the creation or imposition of any Lien of any nature  whatsoever
upon any  property or assets of the Borrower or any of its  Subsidiaries,  other
than the Liens created in favor of the Collateral Trustee.

         SECTION 3.03.  Governmental  Approvals. No registration or filing with,
consent  or  approval  of,  or  other  action  by any  federal,  state  or other
governmental agency,  authority or regulatory body is or will be required by the
Borrower or any Guarantor as a condition to the Credit Transactions.

         SECTION 3.04. Binding Effect. This Agreement constitutes a legal, valid
and binding  obligation  of the  Borrower,  enforceable  against the Borrower in
accordance with its terms, and each of the other Credit Documents to which it is
a party when duly  executed and  delivered  will  constitute a legal,  valid and
binding obligation of the Borrower.

         SECTION  3.05.  Material  Adverse  Change.  There has been no  material
adverse  change in the  business,  assets,  operations,  prospects or condition,
financial or otherwise  of the  Borrower and its  Subsidiaries  taken as a whole
since June 30, 2000.

         SECTION 3.06.  Litigation; Compliance With Laws; Etc.

         (a)  Except as set forth on  Schedule  3.06  hereto,  there are not any
actions,  suits  or  proceedings  at  law  or in  equity  or by  or  before  any
governmental instrumentality or other agency or regulatory authority now pending
or threatened  against or affecting the Borrower or any of its  Subsidiaries  or
the businesses,  assets or rights of the Borrower or any of its Subsidiaries (i)
which involve any of the Credit Transactions, or (ii) as to which it is probable
(within the meaning of Statement of Financial  Accounting  Standards No. 5) that
there will be an adverse determination and which, if adversely determined, could
reasonably be expected to materially  impair the ability of the Borrower and its
Subsidiaries  taken  as  a  whole  to  conduct  business  substantially  as  now
conducted, or materially and adversely affect the businesses, assets, operations
or financial condition of the Borrower or any of its Subsidiaries, or impair the
validity  or  enforceability  of or the  ability of the  Borrower  or any of its
Subsidiaries to perform its obligations under this Agreement or any other Credit
Document.
<PAGE>

         (b) To the  Borrower's  knowledge,  neither the Borrower nor any of its
Subsidiaries is in violation of any law, statute,  rule or regulation applicable
to any of them,  or in default with respect to any judgment,  writ,  injunction,
decree,   rule  or   regulation   of  any  court  or   governmental   agency  or
instrumentality addressed to and binding on it, the violation of or default with
respect  to  which  would  materially  and  adversely  affect  Borrower  and its
Subsidiaries taken as a whole.

         SECTION  3.07.  Financial  Statements.   The  Borrower  has  heretofore
furnished to the Agent (i) an audited  Consolidated  balance sheet and statement
of income of the  Borrower  as of and for the Fiscal  Year ended June 30,  2000,
(ii) an unaudited Consolidated balance sheet of the Borrower as of September 30,
2000, and the related statement of income for the three-month  period then ended
(which may be  delivered on the Closing  Date),  prepared by  management  of the
Borrower  and in form  acceptable  to Agent,  and (iii)  Consolidated  financial
projections for the Borrower and its Subsidiaries for its 2001, 2002, 2003, 2004
and  2005  Fiscal  Years on an  annual  basis,  prepared  by  management  of the
Borrower.  The balance sheets and statements of income described in (i) and (ii)
present fairly in all material respects the Consolidated financial condition and
results of operations of the Borrower and its Subsidiaries,  as of the dates and
for the periods  indicated,  and such balance  sheets and the notes  thereto (if
any) disclose all material  liabilities,  direct or contingent,  of the Borrower
and its Subsidiaries,  as of the dates thereof required to be disclosed by GAAP.
The financial  statements referred to in this Section 3.07 have been prepared in
accordance with GAAP consistently applied. The financial projections referred to
in this  Section  3.07  present the  Borrower's  current  estimate of the future
financial  performance of the Borrower and its Subsidiaries  based on historical
performance  and the Borrower's  knowledge of its business plans and assumptions
underlying  them,  but subject to  uncertainties  applicable to  projections  of
future financial performance.

         SECTION 3.08. Federal Reserve Regulation.  Neither the Borrower nor any
of its  Subsidiaries  is engaged in the  business  of  extending  credit for the
purpose of purchasing or carrying  Margin Stock,  and no part of the proceeds of
the Loans will be used, whether directly or indirectly, and whether immediately,
incidentally  or ultimately,  (i) to purchase or carry Margin Stock or to extend
credit to others for the purpose of  purchasing  or carrying  Margin Stock or to
refund  indebtedness  originally  incurred  for  such  purpose,  or (ii) for any
purpose  which  entails a  violation  of,  or which is  inconsistent  with,  the
provisions  of the  Regulations  of the Board,  including,  without  limitation,
Regulation  G, T, U or X thereof.  If requested by any Lender,  the Borrower and
any  Subsidiary  thereof  shall  furnish to such Lender a  statement  on Federal
Reserve Form U-1 referred to in said Regulation U.

         SECTION 3.09. Taxes.  Except as set forth on Schedule 3.09 hereto,  the
Borrower  and each of its  Subsidiaries  has  filed or  caused  to be filed  all
federal, state, local, foreign and payroll tax returns,  reports and filings, as
the case may be,  required  to be filed by it,  on or prior to the date  hereof,
other than tax returns, reports or filings that (a) are not payroll,  franchise,
capital or income  taxes,  (b) in the  aggregate  are not material and (c) would
<PAGE>

not, if unpaid,  result in the  imposition of any Lien on any property or assets
of the  Borrower  or any of its  Subsidiaries.  The  Borrower  and  each  of its
Subsidiaries has paid or caused to be paid all taxes shown to be due and payable
on such filed returns,  reports or on any assessments received by it, other than
(i) any  taxes or  assessments  the  validity  of  which  the  Borrower  or such
Subsidiary  is  contesting in good faith by  appropriate  proceedings,  and with
respect to which the Borrower or such Subsidiary has set aside on its books cash
reserves in an amount not less than the aggregate  amount  secured by such Liens
(including,  without  limitation,  the  amount  of taxes and  assessments  being
contested  and any interest and penalties  payable in respect  thereof) and (ii)
taxes  other  than  payroll,  income,  capital  or  franchise  taxes that in the
aggregate  are not  material  and which  would  not,  if  unpaid,  result in the
imposition  of any Lien on any  property or assets of the Borrower or any of its
Subsidiaries. Except as set forth on Schedule 3.09 hereto, no federal income tax
returns of the  Borrower  or any of its  Subsidiaries  have been  audited by the
United States Internal Revenue Service and neither the Borrower,  nor any of its
Subsidiaries  has  requested or been  granted any  extension of time to file any
federal, state, local or foreign tax return.

         SECTION 3.10. Employee Benefit Plans. With respect to the provisions of
ERISA, except as set forth on Schedule 3.10

                  (i) No  Reportable  Event has occurred or is  continuing  with
         respect to any Pension Plan.

                  (ii) To the Borrower's  knowledge,  no prohibited  transaction
         (within  the  meaning  of Section  406 of ERISA or Section  4975 of the
         Code)  has  occurred  with  respect  to any Plan  subject  to Part 4 of
         Subtitle B of Title I of ERISA.

                  (iii) Neither the Borrower nor any ERISA Affiliate is now, nor
         has been during the preceding  five (5) years,  obligated to contribute
         to a Pension Plan or a Multiemployer Plan. Neither the Borrower nor any
         ERISA Affiliate has (A) ceased operations at a facility so as to become
         subject to the provisions of Section 4062(e) of ERISA, (B) withdrawn as
         a  substantial  employer so as to become  subject to the  provisions of
         Section 4063 of ERISA,  (C) ceased making  contributions to any Pension
         Plan subject to the provisions of Section 4064(a) of ERISA to which the
         Borrower or any ERISA  Affiliate  made  contributions,  (D) incurred or
         caused to occur a "complete  withdrawal" (within the meaning of Section
         4203 of ERISA) or a "partial withdrawal" (within the meaning of Section
         4205  of  ERISA)  from a  Multiemployer  Plan  that is  subject  to the
         provisions  of Title IV of  ERISA so as to incur  withdrawal  liability
         under Section 4201 of ERISA (without regard to subsequent  reduction or
         waiver of such liability  under Section 4207 or 4208 of ERISA),  or (E)
         been a party to any transaction or agreement under which the provisions
         of Section 4204 of ERISA were applicable.
<PAGE>

                  (iv) No notice of intent to  terminate a Pension Plan has been
         filed,  nor has any Plan been terminated  pursuant to the provisions of
         Section 4041 (e) of ERISA.

                  (v) The PBGC has not  instituted  proceedings to terminate (or
         appoint  a  trustee  to  administer)  a  Pension  Plan and no event has
         occurred or condition exists which might  constitute  grounds under the
         provisions  of  Section  4042 of ERISA for the  termination  of (or the
         appointment of a trustee to administer) any such Pension Plan.

                  (vi) With  respect to each Pension Plan that is subject to the
         provisions of Title I, Subtitle B, Part 3 of ERISA,  the funding method
         used in connection  with such Pension Plan is  acceptable  under ERISA,
         and the  actuarial  assumptions  and methods  used in  connection  with
         funding such Pension  Plan satisfy the  requirements  of Section 302 of
         ERISA.   The  assets  of  each  such   Pension  Plan  (other  than  the
         Multiemployer  Plans) are at least  equal to the  present  value of the
         greater of (i) accrued benefits (both vested and non-vested) under such
         Pension  Plan,  or (ii)  "benefit  liabilities"  (within the meaning of
         Section  4001(a)(16) of ERISA) under such Pension Plan, in each case as
         of  the  latest   actuarial   valuation  date  for  such  Pension  Plan
         (determined  in  accordance  with the same  actuarial  assumptions  and
         methods as those used by the Pension Plan's actuary in its valuation of
         such Pension Plan as of such valuation  date). No such Pension Plan has
         incurred any  "accumulated  funding  deficiency" (as defined in Section
         412 of the Code), whether or not waived.

                  (vii)  There  are no  actions  or suits  pending  (other  than
         routine  actions for  benefits) or, to the knowledge of the Borrower or
         any of its  Subsidiaries,  which  could  reasonably  be  expected to be
         asserted,  against any Plan or the assets of any such Plan. No civil or
         criminal action brought pursuant to the provisions of Title I; Subtitle
         B, Part 5 of ERISA is pending or  threatened  against any  fiduciary or
         any Plan. To the  knowledge of the  Borrower,  none of the Plans or any
         fiduciary  thereof  (in its  capacity  as such) has been the  direct or
         indirect  subject of any audit,  investigation  or  examination  by any
         governmental or quasi-governmental agency.

                  (viii) All of the Plans comply currently, and have complied in
         the past, in all material respects, both as to form and operation, with
         their  terms and with the  provisions  of ERISA  and the Code,  and all
         other   applicable   laws,   rules  and   regulations;   all  necessary
         governmental approvals for the Plans have been obtained and a favorable
         determination as to the qualification under Section 401 (a) of the Code
         of each of the Plans which is an employee  pension benefit plan (within
         the  meaning  of Section  3(2) of ERISA) has been made by the  Internal
         Revenue  Service and a  recognition  of exemption  from federal  income
         taxation  under  Section  501(a)  of the  Code of  each  of the  funded
         employee  welfare  benefit plans (within the meaning of Section 3(l) of
         ERISA) has been made by the Internal Revenue  Service,  and nothing has
         occurred  since  the date of each  such  determination  or  recognition
         letter that would adversely affect such qualification.
<PAGE>

         SECTION  3.11.  No  Material  Misstatements.  No  information,  report,
financial  statement,  exhibit  or  schedule  prepared  by or on  behalf  of the
Borrower and delivered to the Agent or any Lender in connection  with any of the
Credit Transactions,  this Agreement or the other Credit Documents,  or included
therein,  contained or contains any material  misstatement of fact or omitted or
omits to state any material fact  necessary to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading,  when
taken  as a  whole,  and as of the  date  such  information,  report,  financial
statement, exhibit or schedule is or was prepared.

         SECTION 3.12.  Investment  Company Act;  Public Utility Holding Company
Act. Neither the Borrower nor any of its Subsidiaries is an "investment company"
as defined in, or is  otherwise  subject to  regulation  under,  the  Investment
Company  Act of 1940.  Neither the  Borrower  nor any of its  Subsidiaries  is a
"holding  company"  as that  term  is  defined  in or is  otherwise  subject  to
regulation under, the Public Utility Holding Company Act of 1935.

         SECTION 3.13. Use of Proceeds.  The proceeds of each  Revolving  Credit
Loan shall be used to fund working  capital  requirements,  and for other proper
corporate purposes of the Borrower not otherwise prohibited by the terms hereof.
The proceeds of each  Reducing  Revolver  Loan shall be used to fund  Acceptable
Acquisitions,  to refinance  Indebtedness  outstanding  under and defined in the
Existing Credit Agreement, to fund store construction and expansion, and to fund
other  Capital  Expenditures.  Neither the Borrower nor any of its  Subsidiaries
will use proceeds of any Loan for the purpose of  acquiring,  or  attempting  to
acquire,  control of any Person unless such acquisition or attempted acquisition
is pursuant to an agreement with such Person or is not resisted by such Person.

         SECTION  3.14.  Subsidiaries.  As of the Closing  Date,  Schedule  3.14
hereto sets forth (a) each Subsidiary of the Borrower,  (b) its  jurisdiction of
incorporation,  (c) the states in which it conducts business,  (d) the states in
which it is qualified to transact business, (e) its equity ownership and (f) any
trade names used by it.

         SECTION 3.15. Title to Properties; Possession Under Leases; Trademarks.

         (a) The Borrower and each of its  Subsidiaries  has good and marketable
title to, or valid leasehold  interest in, all of its respective  properties and
assets shown on the most recent balance sheet referred to in Section 3.07 hereof
and all assets and  properties  acquired  since the date of such balance  sheet,
except for such properties as are no longer used or useful in the conduct of its
business or as have been  disposed of in the ordinary  course of  business,  and
except for minor defects in title or leasehold interest that do not interfere in
any  material  respect with the ability of the  Borrower or such  Subsidiary  to
conduct its business as now  conducted.  All such assets and properties are free
and clear of all Liens other than those in favor of the  Collateral  Trustee and
as permitted by Section 6.01 hereof.
<PAGE>

         (b) The Borrower  and each of its  Subsidiaries  has complied  with all
obligations  under all  leases  to which it is a party and under  which it is in
occupancy,  except where the failure to comply does not or is not likely to have
a Material Adverse Effect;  and all such leases are in full force and effect and
the  Borrower  and each of its  Subsidiaries  enjoys  peaceful  and  undisturbed
possession under all such leases.

         (c) Except as  otherwise  described on Schedule  3.15  hereto,  (i) the
Borrower and each of its Subsidiaries  owns or has the right to use all material
trademarks,  trademark  rights,  trade  names,  trade name  rights,  copyrights,
patents,  patent  rights and licenses  which are  necessary  for the conduct its
business  as now  conducted,  (ii)  to the  Borrower's  knowledge,  neither  the
Borrower nor any of its  Subsidiaries  is  infringing  upon or otherwise  acting
adversely to any of such material  trademarks,  trademark  rights,  trade names,
trade name  rights,  copyrights,  patent  rights or licenses  owned by any other
Person or Persons; and (iii) there is no suit or action by any such other Person
pending or threatened in writing against the Borrower or any of its Subsidiaries
with  respect  to any of the  rights or  property  referred  to in this  Section
3.15(c).

         SECTION 3.16.  Solvency.

         (a) The present  fair  salable  value of the assets of the Borrower and
its Consolidated  Subsidiaries is not less than the amount that will be required
to be paid on or in respect of the probable  liability on the existing debts and
other  liabilities  (including  contingent  liabilities) of the Borrower and its
Consolidated Subsidiaries, as they become absolute and mature.

         (b) The assets of the Borrower and its Consolidated Subsidiaries do not
constitute  unreasonably  small  capital for the Borrower  and its  Consolidated
Subsidiaries to carry out their business as now conducted and as now proposed to
be conducted  including the capital  needs of the Borrower and its  Consolidated
Subsidiaries,  taking into account the particular  capital  requirements  of the
business  conducted,  by the  Borrower  and its  Consolidated  Subsidiaries  and
projected capital requirements and capital availability thereof.

         (c)  Neither  the  Borrower  nor any of its  Consolidated  Subsidiaries
intends to incur debts beyond its ability to pay such debts as they mature.  The
cash flow of the Borrower and its Consolidated  Subsidiaries,  after taking into
account  all  currently  anticipated  uses of the cash of the  Borrower  and its
Consolidated  Subsidiaries,  will be sufficient to pay all such amounts on or in
respect of debt of the  Borrower  and its  Consolidated  Subsidiaries  when such
amounts are required to be paid.

         (d)  Neither  the  Borrower  nor any of its  Consolidated  Subsidiaries
believes that final judgments  against it in actions for money damages presently
pending will be rendered at a time when,  or in an amount such that,  it will be
unable to satisfy any such  judgments  promptly in  accordance  with their terms
<PAGE>

(taking into account the maximum reasonable amount of such judgments in any such
actions  and the  earliest  reasonable  time at which  such  judgments  might be
rendered).  The cash flow of the  Borrower  and its  Consolidated  Subsidiaries,
after taking into account all other anticipated uses of the cash of the Borrower
and its  Consolidated  Subsidiaries  (including the payments on or in respect of
debt  referred to in paragraph (c) of this Section  3.16),  will at all times be
sufficient to pay all such judgments promptly in accordance with their terms.

         SECTION 3.17.  Permits,  Etc. The Borrower and each of its Subsidiaries
possesses all licenses,  permits,  approvals and consents of all federal,  state
and local governmental authorities as required to lawfully conduct its business,
except where the failure to obtain any such license, permit, approval or consent
does not or is not likely to have a Material Adverse Effect.

         SECTION 3.18.  Compliance with Environmental  Laws. Except as set forth
in  Schedule  3.18  annexed  hereto,  (a) neither  the  Borrower  nor any of its
Subsidiaries, or to the best of Borrower's knowledge after due investigation, no
other Person  (including,  without  limitation,  any previous  owner,  lessor or
sublessor  of  property  of  the  Borrower  or any  of  its  Subsidiaries),  has
generated,  used, treated,  stored,  released or disposed of hazardous wastes or
toxic  substances  on any of its  properties or any of the  properties  (whether
owned,  leased,   subleased  or  used  by  such  Person)  in  violation  of  any
Environmental  Legislation and (b) to the best of the Borrower's knowledge after
due  investigation,  there has been no  spill,  release,  disposal  or any other
discharge of  hazardous  substances  on or from any  properties  owned,  leased,
subleased or used by the Borrower or any of its  Subsidiaries  that, in any such
case,  could  reasonably  be  expected  to  subject  the  Borrower,  any  of its
Subsidiaries or any shareholders of any thereof to material liability.
<PAGE>

         SECTION  3.19.  GENERAL.  THERE  ARE NO  MATERIAL  FACTS OR  CONDITIONS
RELATING TO THE CREDIT DOCUMENTS, ANY OF THE COLLATERAL, THE FINANCIAL CONDITION
OR THE  BUSINESS  OF THE  BORROWER  OR ANY  OF  ITS  SUBSIDIARIES  WHICH  COULD,
INDIVIDUALLY OR  COLLECTIVELY,  CAUSE A MATERIAL ADVERSE EFFECT IN THE BUSINESS,
ASSETS,  OPERATIONS,  PROSPECTS OR CONDITION  (FINANCIAL  OR  OTHERWISE)  OF THE
BORROWER OR ANY OF ITS  SUBSIDIARIES  WHICH HAVE NOT BEEN  RELATED IN WRITING TO
THE LENDERS.  ALL WRITINGS HERETOFORE OR HEREAFTER EXHIBITED OR DELIVERED TO THE
AGENT OR ANY LENDER BY OR ON BEHALF OF BORROWER OR ANY OF ITS  SUBSIDIARIES  ARE
AND WILL BE GENUINE AND IN ALL RESPECTS WHAT THEY PURPORT AND APPEAR TO BE.

ARTICLE IV.  CONDITIONS OF CREDIT EVENTS

         The  obligation  of each  Lender to make Loans  shall be subject to the
following conditions precedent:

         SECTION 4.01. All Credit  Events.  On each date on which a Credit Event
is to occur:

         (a) The Agent  shall have  received a  Borrowing  Notice as required by
Section 2.03 hereof  (including  for any Swingline  Loan  requested  pursuant to
Section  2.17  hereof) or WFB shall have  received a request for the issuance or
renewal of a Letter of Credit as required by Section 2.18 hereof, as applicable.

         (b) The  representations and warranties set forth in Article III hereof
and in any  documents  delivered  herewith  shall  be true  and  correct  in all
material  respects  with the same  effect as though  made on and as of such date
(except insofar as such  representations  and warranties  relate expressly to an
earlier date).

         (c)  The  Borrower  shall  be in  compliance  with  all the  terms  and
provisions contained herein on its part to be observed or performed,  and at the
time of and  immediately  after such  borrowing  or  issuance  of such Letter of
Credit no Default or Event of Default shall have occurred and be continuing.

         SECTION  4.02.  First Credit  Event.  The  obligation of each Lender in
respect  of the  first  Credit  Event is  subject  to the  following  additional
conditions precedent:

         (a) The Lenders shall have received the  favorable  written  opinion of
counsel for the Borrower and each of the Guarantors,  substantially  in the form
of Exhibit E hereto,  dated the  Closing  Date,  addressed  to the  Lenders  and
satisfactory to the Agent.

         (b) The Lenders  shall have received (i) a copy of the  certificate  or
articles of incorporation or constitutive documents, in each case as amended, of
the  Borrower  and  each of the  Guarantors  and a  certificate  as to the  good

<PAGE>

standing of each such Person from the  Secretary  of State or other  appropriate
official of the state of such Person's organization,  in each case dated as of a
recent date; (ii) a certificate of the Secretary of the Borrower and each of the
Guarantors, dated the Closing Date and certifying (A) that attached thereto is a
true  and  complete  copy  of its  bylaws  as in  effect  on the  date  of  such
certificate  and at all times  since a date prior to the date of the  resolution
described in clause (B) below,  (B) that attached thereto is a true and complete
copy  of a  resolution  adopted  by  its  Board  of  Directors  authorizing  the
execution,  delivery and  performance  of the Credit  Documents to which it is a
party, and that such resolution has not been modified,  rescinded or amended and
is  in  full  force  and  effect,  (C)  that  its  certificate  or  articles  of
incorporation or constitutive  documents have not been amended since the date of
the last amendment  thereto shown on the certificate of good standing  furnished
pursuant  to  clause  (i)  above,  and  (D) as to the  incumbency  and  specimen
signature of each of its officers  executing the Credit Documents to which it is
a party;  (iii) a certificate  of another of its officers as to  incumbency  and
signature of its  Secretary;  and (iv) such other  documents  as the Agent,  the
Agent's legal counsel or any Lender may reasonably request.

         (c) The Agent shall have received certificates,  dated the Closing Date
and the date of the first  Credit Event and signed by a  Responsible  Officer of
the Borrower,  confirming  compliance with the conditions precedent set forth in
paragraphs  (b) and (c) of Section 4.01 hereof and the  conditions  set forth in
this Section 4.02, which  certificate shall include a schedule with calculations
demonstrating the Borrower's compliance with the covenants contained in Sections
6.07,  6.08, 6.09, and 6.10 hereof as of the most recent  accounting  period for
which financial statements would be required hereunder.

         (d) Each Lender shall have received its Reducing  Revolver Note and its
Revolving  Credit Note duly  executed by the  Borrower  payable to its order and
otherwise complying with the provisions of Section 2.04 hereof.

         (e) The Agent and the Lenders shall have received and  determined to be
in  form  and  substance  satisfactory  to  them  (i)  copies  of the  financial
statements  described in Section 3.07 hereof;  (ii) the Agent shall be satisfied
that the Credit  Transactions  are in compliance  with all  applicable  laws and
regulations;  and (iii)  evidence  of payment of all fees then owed to the Agent
and Lenders by the Borrower under this Agreement or otherwise.

         (f) The Agent  shall  have  received  evidence,  in form and  substance
satisfactory to the Agent, that the Agent and/or the Collateral  Trustee, as the
case may be, has valid  perfected and first priority  security  interests in and
Liens  upon the  Collateral  and any  other  property  which is  intended  to be
security for the  Obligations  in  accordance  with the terms of the  Collateral
Trust  Agreement  and the  Security  Documents,  subject  only  to the  security
interests and Liens permitted herein or in the other Credit Documents.
<PAGE>

         (g) The Agent shall have received,  in form and substance  satisfactory
to the Agent, all consents,  waivers,  acknowledgments and other agreements from
third  Persons  which the  Agent may deem  necessary  or  desirable  in order to
permit,  protect and perfect the Collateral  Trustee's security interests in and
liens upon the  Collateral or to effectuate  the  provisions or purposes of this
Agreement and the other Credit Documents.

         (h) The Agent shall have received  Borrower's Form 10-K Form filed with
the Securities Exchange Commission for the period ending June 30, 2000.

         (i) The Agent shall have reviewed the Asset  Purchase  Agreement  dated
November ___, 2000 between  Borrower and U.S. Money Order (the "U.S. Money Order
Purchase Agreement") and all ancillary documents thereto, the form and substance
of which shall be satisfactory to Agent in all respects.

(j)  All   governmental   and  third  party   approvals,   including  under  the
Hart-Scott-Rodino  Antitrust  Improvements Act and the Clayton Act, necessary or
advisable in connection  with the  transaction  contemplated  by the U.S.  Money
Order Purchase Agreement,  the financing  contemplated hereby and the continuing
operations of the Borrower and its  Subsidiaries  shall have been obtained,  and
delivered to Agent and be in full force and effect, to the extent that a failure
to obtain the same  could  reasonably  be  expected  to have a Material  Adverse
Effect, and all applicable waiting periods shall have expired without any action
being taken or  threatened  by any  competent  authority  which would  restrain,
prevent or otherwise impose adverse  conditions on the transaction  contemplated
by the U.S. Money Order Purchase Agreement or the financing thereof;

(k) The Agent shall have received a Collateral  Assignment of Purchase Agreement
of even date herewith, relating to the U.S. Money Order Purchase Agreement, duly
executed by the Borrower and U.S. Money Order, in form and substance  acceptable
to Agent in its sole discretion.

         (l) The Credit  Documents and all instruments  and documents  hereunder
and  thereunder  shall  have been  duly  executed  by the  parties  thereto  and
delivered to the Agent, in form and substance  satisfactory to the Agent and the
Lenders.

         (m) The Borrower and each  Subsidiary  (except Public  Currency,  Inc.)
shall have duly executed and delivered to the Agent  Consents and  Ratifications
substantially  in the  forms of  Exhibit G and  Exhibit  G-1  hereto.


         (n) Public Currency, Inc. shall have duly executed and delivered to the
Agent an Additional  Subsidiaries Supplement to Guaranty Agreement substantially
in the form required by the Guaranty Agreement.

         (o) The Borrower shall have duly executed and delivered to the Agent an
Amended  and  Restated  Stock  Pledge  Agreement  pledging  the  stock of Public
Currency, Inc. and ePacific Incorporated (as well as the stock of Check Express,
Inc. and Q.C.&G.  Financial,  Inc. previously pledged) substantially in the form
of Exhibit H hereto.
<PAGE>

         (p) The Agent shall have received the Amendment to the Collateral Trust
Agreement,  duly executed by the Borrower,  Principal  Life  Insurance  Company,
Travelers Express Company, Inc., and the Collateral Trustee.

         (q) The Agent and the  Lenders  shall be  satisfied  that  there are no
actions,  suits  or  proceedings  at  law  or in  equity  or by  or  before  any
governmental instrumentality or other agency or regulatory authority now pending
or threatened  against or affecting the Borrower or any of its  Subsidiaries  or
any of their respective businesses,  assets or rights which would materially and
adversely affect any of the Credit Transactions.

         (r) All other legal matters in connection with the Credit  Transactions
shall be  satisfactory  to the Agent,  the  Lenders and their  respective  legal
counsel.

         (s) The Agent shall have received  such other  documents as the Lenders
or the Agent or the Agent's legal counsel shall reasonably deem necessary.

ARTICLE V.  AFFIRMATIVE COVENANTS

         The Borrower  covenants  and agrees with each Lender  that,  so long as
this  Agreement  shall remain in effect,  or the principal of or interest on any
Note,  Commitment  Fee or any fee,  expense or amount  payable  hereunder  or in
connection  with any of the  Credit  Transactions  shall be  unpaid,  unless the
Required  Lenders shall  otherwise  consent in writing,  it will, and will cause
each of its  Subsidiaries  and, with respect to Section 5.07 hereof,  each ERISA
Affiliate to:

         SECTION  5.01.  Legal  Existence.  Do or cause  to be done  all  things
necessary  to  preserve,  renew  and keep in full  force  and  effect  its legal
existence,  except as otherwise  permitted  under Section 6.05 hereof and except
for the  dissolution  or other  cessation of existence of any  Subsidiary of the
Borrower which the Borrower has determined to be unnecessary  for the conduct of
its business.

         SECTION 5.02.  Businesses and Properties.  At all times (a) do or cause
to be done all things  necessary to  preserve,  renew and keep in full force and
effect  the  rights,  licenses,  permits,   franchises,   patents,   copyrights,
trademarks  and trade  names  material  to the  conduct of its  businesses;  (b)
maintain and operate such  businesses  in the same general  manner in which they
are  presently  conducted  and  operated;  (c)  comply  with  all  laws,  rules,
regulations and governmental orders (whether federal, state or local) applicable
to the operation of such businesses,  whether now in effect or hereafter enacted
(including,  without  limitation,  all applicable laws,  rules,  regulations and
governmental  orders  relating  to  environmental  protection  and to public and
employee  health and  safety)  the lack of  compliance  with which  would have a
material  adverse  effect on the  business,  assets,  operations,  prospects  or
condition, financial or otherwise, of the Borrower and its Subsidiaries taken as
a whole or on the  ability of the  Borrower  or any  Guarantor  to  perform  its
obligations  under  the  Credit  Documents;  (d) take all  actions  which may be
required to obtain, preserve, renew and extend all licenses, permits, franchises
and other authorizations which are material to the operation of such businesses;
and (e) at all times maintain, preserve and protect all property material to the
conduct of such businesses and keep such property in good repair,  working order
and condition  and from time to time make, or cause to be made,  all needful and
proper  repairs,  renewals,  additions,  improvements  and  replacements of such
property necessary in order to continue its business as currently conducted.
<PAGE>

         SECTION 5.03.  Insurance.  (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers,  (b) except as
disclosed on Schedule 5.03 attached hereto,  maintain such other  insurance,  to
such extent and against such risks, including casualty and business interruption
and other risks  insured  against by extended  coverage,  as is  customary  with
companies similarly situated and in the same or similar businesses, naming Agent
as loss payee and  additional  insured,  (c)  maintain  in full force and effect
public  liability  insurance  against  claims  for  personal  injury or death or
property  damage  occurring upon, in, about or in connection with the use of any
properties  owned,  occupied  or  controlled  by  the  Borrower  or  any  of its
Subsidiaries, in such amount as the Borrower or such Subsidiary shall reasonably
deem necessary and naming Lenders as loss payee and additional insured,  and (d)
maintain such other  insurance as may be required by law or as may be reasonably
requested  by the Agent for  purposes of assuring  compliance  with this Section
5.03, and naming Lenders as loss payee and additional insured.

         SECTION 5.04.  Taxes.  Pay and  discharge  promptly when due all taxes,
assessments  and  governmental  charges  or levies  imposed  upon it or upon its
income or profits or in respect  of its  property  before the same shall  become
delinquent or in default, as well as all lawful claims for labor,  materials and
supplies  or  otherwise,  which,  if unpaid,  might give rise to Liens upon such
properties or any part thereof, other than any taxes or assessments the validity
of which is being contested by it in good faith by appropriate proceedings,  and
with  respect to which it has set aside on its books cash  reserves in an amount
not less than the aggregate  amount  secured by such Liens  (including,  without
limitation, the amount of taxes and assessments being contested and any interest
and  penalties  payable  in  respect  thereof).  The  Borrower  and  each of its
Subsidiaries  promptly  shall make all required  payments,  deposits and filings
with respect to payroll tax reporting and liability when due.

         SECTION 5.05. Financial Statements,  Reports, Etc. Furnish to the Agent
and each Lender:

         (a) within ninety (90) days after the end of each Fiscal Year,  audited
Consolidated and, if requested by the Agent,  consolidating,  balance sheets and
statements of income,  expenses and retained earnings,  showing the Consolidated
financial condition of the Borrower and its Consolidated  Subsidiaries as of the
close of such Fiscal Year and the results of their operations  during such year,
and audited Consolidated statements of shareholders' equity and cash flow of the
Borrower and its Consolidated  Subsidiaries as of the close of such Fiscal Year,
all the  foregoing  financial  statements  referred to above to be in reasonable
detail and stating in comparative  form the figures as at the end of and for the
previous  Fiscal Year and to be audited by  independent  public  accountants  of
<PAGE>

recognized  national  standing  acceptable to the Agent,  which report shall not
contain any  qualification  except  with  respect to new  accounting  principles
mandated  by  the  Financial  Accounting  Standards  Board  and  to be  in  form
reasonably  acceptable to the Agent,  together with a copy of the Borrower's SEC
Form 10-K filed for such prior Fiscal Year;

         (b) within  forty-five  (45) days after the end of each quarter (except
for any  quarters  ending on the last day of a Fiscal Year) in each Fiscal Year,
unaudited  Consolidated  and, if requested by the Agent,  consolidating  balance
sheets and  statements  of income,  expenses and retained  earnings  showing the
Consolidated   financial   condition  of  the  Borrower  and  its   Consolidated
Subsidiaries  as of the end of each  such  fiscal  quarter  and the  results  of
operations of the Borrower and its  Consolidated  Subsidiaries  as of the end of
each such fiscal quarter, and unaudited Consolidated statements of shareholders'
equity and cash flow of the Borrower and its Consolidated Subsidiaries as of the
end of each such fiscal  quarter,  each of the  foregoing  financial  statements
referred to above to be in reasonable detail and stating in comparative form the
figures as at the end of and for the comparable  periods of the preceding Fiscal
Year and to be prepared and certified by a  Responsible  Officer of the Borrower
as  presenting  fairly  in all  material  respects  the  Consolidated  financial
condition  and  results  of  operations  of the  Borrower  and its  Consolidated
Subsidiaries  and as having been prepared in accordance  with GAAP  consistently
applied,  in each case  subject to normal  year-end  audit  adjustments  and the
absence of footnotes, together with a copy of the Borrower's SEC Form 10-Q filed
for such fiscal quarter;

         (c) concurrently with any delivery of (i) audited financial  statements
as of the close of each of the  Borrower's  Fiscal Years  pursuant to clause (a)
above,  and (ii) unaudited  financial  statements as of the close of each of the
Borrower's   fiscal  quarters   pursuant  to  clause  (b)  above,  a  Compliance
Certificate by a Responsible Officer of the Borrower, together with computations
and work  papers  demonstrating  compliance,  as of the  dates of the  financial
statements being furnished at such time, with the financial  covenants set forth
in Section 6.07 through 6.10 hereof;

         (d) no later than 3:00 p.m.  Dallas,  Texas time on  Wednesday  of each
week, a Borrowing Base Report  covering the period from Sunday of the prior week
through Saturday of such prior week,  certified by a Responsible  Officer of the
Borrower;

         (e) copies of such registration statements,  annual, periodic and other
reports, and such proxy statements, financial information and other information,
if any, as shall be filed by the  Borrower or any of its  Subsidiaries  with the
Securities  and  Exchange   Commission  pursuant  to  the  requirements  of  the
Securities  Act of 1933  or the  Securities  Exchange  Act of  1934,  as soon as
possible after such statements or information are publicly available;

         (f) within  ninety (90) days after the  beginning  of each Fiscal Year,
commencing  with  Borrower's  Fiscal  Year  beginning  July 1,  2001,  financial
<PAGE>

operation  projections for the Borrower and its  Subsidiaries for the next three
(3) Fiscal Years and  projections  for the first such Fiscal Year on a quarterly
basis  prepared  by  management  and  in  form  consistent  with  the  financial
projections provided prior to the Closing Date;

         (g) promptly upon a Responsible  Officer of the Borrower becoming aware
thereof,  notice  to the  Agent  of the  breach  by any  party  of any  material
agreement with the Borrower or any of its Subsidiaries;

         (h) promptly upon a Responsible  Officer of the Borrower becoming aware
thereof,  notice  to the  Agent  of any  "event  of  default"  under  any  other
agreement, document or instrument for representing Indebtedness in excess of one
million dollars ($1,000,000);

         (i) such other  information  as the Agent or any Lender may  reasonably
request.

         SECTION  5.06.  Litigation  and Other  Notices.  Give the Agent written
notice  promptly  after a  Responsible  Officer of the Borrower  becoming  aware
thereof, but in any event within five (5) Business Days, of the following:

         (a) the  issuance by any court or  governmental  agency or authority of
any injunction,  order,  decision or other  restraint  against the Borrower or a
Guarantor  prohibiting,  or having the effect of prohibiting,  the making of the
Loans, or invalidating,  or having the effect of invalidating,  any provision of
this  Agreement,  any of the  Notes,  any  other  Credit  Document  or the first
priority Lien of the  Collateral  Trustee on the Collateral or the initiation of
any  litigation  or  similar  proceeding  seeking  any such  injunction,  order,
decision or other restraint;

         (b) the  filing  or  commencement  of any  action,  suit or  proceeding
against the Borrower or any of its Subsidiaries,  whether at law or in equity or
by or before any court or any federal,  state,  municipal or other  governmental
agency or authority which, if adversely determined, could reasonably be expected
to: (i) result in  liability of the  Borrower or any of its  Subsidiaries  in an
amount of one million five hundred thousand  dollars  ($1,500,000) or more; (ii)
cause a material adverse change in the business, assets,  operations,  prospects
or condition,  financial or otherwise of the Borrower and its Subsidiaries taken
as a whole or (iii)  materially  impair the right of any  Person to perform  its
obligations  under this  Agreement,  any Note or any other Credit  Document,  if
there were an adverse determination against the Borrower or any Subsidiary;

         (c) any Default or Event of Default,  specifying  the nature and extent
thereof  and the  action  (if any) which is  proposed  to be taken with  respect
thereto;

         (d) any  development  in the business or affairs of the Borrower or any
of its Subsidiaries which management  reasonably expects to result in a material
adverse  change in the  business,  assets,  operations,  prospects or condition,
financial or otherwise  of the Borrower and its  Subsidiaries  taken as a whole;
and
<PAGE>

         (e) any Asset Sale involving  assets with a book value in excess of two
million five hundred thousand dollars ($2,500,000).

         SECTION 5.07.  ERISA.

         (a) Pay and discharge  promptly any liability  imposed upon it pursuant
to the  provisions  of Title IV of ERISA;  provided,  however,  that neither the
Borrower nor any ERISA  Affiliate shall be required to pay any such liability if
(i) the amount,  applicability or validity thereof shall be diligently contested
in good faith by  appropriate  proceedings,  and (ii) such Person shall have set
aside on its books reserves  which,  in the opinion of a Responsible  Officer of
such Person, are adequate with respect thereto.

         (b) Deliver to the Agent, promptly, and in any event within thirty (30)
days,  after (i) the Borrower  becomes aware of the occurrence of any Reportable
Event,  a copy of the  materials  that are filed with the PBGC, or the materials
that would have been required to be filed if the thirty-day  notice  requirement
to the PBGC was not  waived,  (ii) the  Borrower  or any ERISA  Affiliate  or an
administrator of any Pension Plan files with participants,  beneficiaries or the
PBGC a notice of intent to  terminate  any such Plan, a copy of any such notice,
(iii) the  Borrower or any ERISA  Affiliate or an  administrator  of any Pension
Plan  receives  notice from the PBGC of the PBGC's  intention to  terminate  any
Pension Plan or to appoint a trustee to administer any such Plan, a copy of such
notice, (iv) the Borrower or any ERISA Affiliate knows of any event or condition
which could reasonably be expected to constitute grounds under the provisions of
Section 4042 of ERISA for the termination of (or the appointment of a trustee to
administer) any Pension Plan, an explanation of such event or condition, (v) the
receipt  by the  Borrower  or any ERISA  Affiliate  receives  an  assessment  of
withdrawal  liability under Section 4201 of ERISA from a  Multiemployer  Plan, a
copy of such  assessment,  (vi) the Borrower or any ERISA Affiliate knows of any
event or condition  which could  reasonably be expected to cause any one of them
to incur a liability under Section 4062,  4063, 4064 or 4069 of ERISA or Section
412(n) or 4971 of the Code, an explanation of such event or condition, and (vii)
the Borrower or any ERISA  Affiliate  knows that an application is to be, or has
been,  made to the Secretary of the Treasury for a waiver of the minimum funding
standard  under  the  provisions  of  Section  412 of the  Code,  a copy of such
application, and in each case described in clauses (i) through (iii) and clauses
(iv) through (vi)  together  with a statement  signed by a  Responsible  Officer
setting forth details as to such Reportable  Event,  notice,  event or condition
and the action which the Borrower or such ERISA Affiliate  proposes to take with
respect  thereto;  provided,  however,  that  the  Borrower  shall  not have any
reporting  obligation  under this Section  5.07 with  respect to any  Reportable
Event,  notice,  event or condition  which,  when taken  together with all other
Reportable Events, notices, events or conditions,  could subject the Borrower or
any ERISA Affiliate to any taxes, penalties or other liabilities which could not
reasonably  be  expected  to have a  material  adverse  effect on the  financial
condition of the Borrower or any ERISA Affiliate.
<PAGE>

         SECTION 5.08. Maintaining Records; Access to Properties and Collateral;
Inspections.  Maintain  financial records in accordance with accepted  financial
practices and, upon prior written notice,  permit any authorized  representative
designated by Agent to visit and inspect Borrower's locations and the Collateral
subject to and consistent with the Borrower's security practices) during regular
business hours and the financial  records of the Borrower and its  Subsidiaries,
and permit any  authorized  representative  designated  by Agent to discuss  the
affairs,  finances and condition of the Borrower with its  Responsible  Officers
and its independent public accountants, as applicable. At the Borrower's expense
(which  expense  shall not,  prior to the  occurrence of any Default or Event of
Default,  exceed $3,000 during any Fiscal Year),  the Agent or Agent's  designee
shall have the right to inspect and verify,  up to two times  annually (or, upon
the  occurrence and during the  continuance of an Event of Default,  as often as
the Agent may request),  the existence and condition of the  Collateral  and the
books and records of the Borrower and its Subsidiaries and their compliance with
the terms and conditions of this Agreement and the other Credit  Documents.  The
Required  Lenders  shall have the right to cause the Agent to  conduct  any such
inspection and verification  upon written request.  Notwithstanding  anything to
the  contrary  contained  herein,  the  Lenders  and  the  Agent  agree  to make
reasonable  efforts to coordinate  each of the foregoing  visits and inspections
through the Agent.

         SECTION  5.09.  Use of  Proceeds.  Use  the  proceeds  of the  Reducing
Revolver  Loans and the  Revolving  Credit  Loans as set forth in  Section  3.13
hereof and only for such purposes.

         SECTION 5.10. Fiscal Year-End.  Cause its Fiscal Year to end on June 30
in each  calendar  year.  The  Borrower may change its Fiscal Year to end on any
other date by giving written notice to the Agent and Lenders.

         SECTION 5.11.  Additional  Guarantors and Pledge of Assets.  Inform the
Agent within five (5) Business  Days before the creation or  acquisition  of any
direct or indirect Subsidiary. The Borrower and the Lenders intend that any such
new  Subsidiary of the Borrower  shall obtain the benefit of the Total  Reducing
Revolver Commitment and the Total Revolving Credit Commitment and shall become a
Guarantor pursuant to terms similar to each Guarantor on the date hereof. Within
fifteen  (15)  Business  Days  from the  acquisition  or  formation  of any such
additional Subsidiary,  the Borrower shall cause such Subsidiary (a) to promptly
execute,  in  form  and  substance  satisfactory  to the  Agent,  all  documents
necessary  for such  Subsidiary  to become a Guarantor  hereunder  (including  a
Guaranty  Agreement  substantially  in the form executed by the Guarantors as of
December 16, 1998),  and (b) to effect such  Subsidiary's  conveyance of a first
priority  Lien in its assets  (subject  only to Liens  permitted by Section 6.01
hereof)  in favor of the  Collateral  Trustee  for the  benefit  of the  Lenders
pursuant to the  Security  Documents  (but only if, with  respect to this clause
(b),  such  Subsidiary  is  a  Significant  Subsidiary).   Any  such  additional
Significant  Subsidiary's  assets shall thereupon become part of the Collateral,
and such Significant  Subsidiary's  Cash Holdings shall thereupon become part of
the  Borrowing  Base;  provided,  however,  that  the  Agent  may,  in its  sole
<PAGE>

discretion,  audit and inspect such Significant  Subsidiary's assets (including,
without  limitation,   such  Significant  Subsidiary's  Cash  Holdings)  at  the
Borrower's  expense,  and, if the results of such audit and  inspection  are not
satisfactory  to the  Agent  in its  sole  discretion,  such  Subsidiary's  Cash
Holdings  shall no longer be part of the Borrowing  Base.  The Required  Lenders
shall have the right to cause the Agent to conduct such an audit and  inspection
upon written request and such audits and inspections shall be in addition to the
audits  described  in Section  5.08 hereof.  In  addition,  within  fifteen (15)
Business Days from the acquisition or formation of any additional  Subsidiary of
the  Borrower,  the Borrower  shall  execute,  or shall cause its  Subsidiary to
execute,  as applicable,  all documents  (including a Stock Pledge  Agreement in
form and content substantially similar to other Stock Pledge Agreements executed
in  connection  with the  Existing  Credit  Agreement)  necessary  to effect the
Borrower's or such Subsidiary's,  as applicable,  conveyance of a first priority
Lien in the  capital  stock  of  such  additional  Subsidiary  in  favor  of the
Collateral  Trustee  for  the  benefit  of  the  Lenders,  and  such  additional
Subsidiary's  capital stock shall thereupon  become part of the  Collateral.  If
reasonably requested by the Agent, the Borrower shall cause its legal counsel to
deliver to the Agent,  simultaneously  with the Credit Documents  referred to in
this Section 5.11, a legal opinion containing opinions  reasonably  requested by
the Agent with respect to, if  applicable,  (i) the stock or asset  acquisition,
(ii) the  formation of such  Subsidiary,  (iii) the pledge of such  Subsidiary's
capital stock to the Collateral  Trustee,  (iv) the pledge of acquired assets to
the Collateral  Trustee and the perfection of the Collateral  Trustee's security
interest therein,  (v) the addition of such Subsidiary as a Guarantor,  and (vi)
such other matters reasonably related thereto;  such legal opinion to be in form
and substance satisfactory to the Agent.

         SECTION 5.12.  Environmental Legislation.

         (a) Comply in all material  respects with all federal,  state and local
laws  or  regulations  applicable  to it  that  have  been  enacted  or  adopted
regulating the discharge of substances into the environment or primarily for the
purpose of protecting the environment ("Environmental Legislation"), and provide
written  notice  to the  Agent  within  five  (5)  days  of the  receipt  by any
Responsible  Officer  of the  Borrower  of any  notice of any  violation  of any
Environmental   Legislation  from  any  federal,  state  or  local  governmental
authority charged with enforcing such Environmental Legislation, which violation
alone,  or  together  with  other  such  violations,  notice  of which  has been
previously or concurrently  received,  does have or could reasonably be expected
to have a Material Adverse Effect.

         (b) In the event that any investigation, site monitoring,  containment,
cleanup,  removal,  restoration  or other  remedial  work of any kind or  nature
("Remedial  Work") with respect to any of the  properties of the Borrower or any
of its Subsidiaries (whether owned, leased, subleased or used by such Person) is
required to be performed by the  Borrower or any of its  Subsidiaries  under any
applicable local, state or federal law or regulation,  any judicial order, or by
any governmental entity because of, or in connection with, the current or future
presence,  suspected  presence,  release or  suspected  release  of a  hazardous
substance in or into the air,  soil,  groundwater,  surface water or soil vapor,
<PAGE>

commence all such  Remedial  Work for which the Borrower or such  Subsidiary  is
legally responsible under applicable federal,  state or local law at or prior to
the time required  therefor  under  applicable  laws,  regulations or orders and
thereafter  diligently  prosecute  to  completion  all  such  Remedial  Work  in
accordance  with and  within  the  time  allowed  under  such  applicable  laws,
regulations or orders of such  governmental or  nongovernmental  entity,  except
where the necessity of the conduct of Remedial Work or obligation of Borrower is
being  contested  in good  faith in the  manner  provided  by law or  would  not
reasonably be expected to have a Material Adverse Effect.

         SECTION 5.13. Pay  Obligations to Lenders and Perform Other  Covenants.
Make full and  timely  payment  of the  Obligations,  whether  now  existing  or
hereafter arising, and duly comply with all the terms and covenants contained in
this Agreement  (including,  without limitation,  the borrowing  limitations and
mandatory  prepayments  in  accordance  with  Article II hereof) or in any other
Credit  Document  at the times and places and in the manner set forth  herein or
therein, as applicable.

         SECTION  5.14.  Assurances.  Promptly  execute  and deliver any and all
other and further agreements,  documents,  instruments, and other writings which
may be requested by the Agent in good faith to cure any defect in the  execution
and delivery of any Credit Document or more fully to describe particular aspects
of the agreements set forth in the Credit Documents or intended to be set forth.

         SECTION 5.15.  Certain  Changes.  Notify the Agent at least thirty (30)
days prior to the date that any of the  Borrower  or any  Guarantor  changes its
name or the  location  of its  chief  executive  office  or  principal  place of
business or the place  where it keeps its books and  records or the  location of
any of the Collateral.

         SECTION 5.16.  Assignment of Leases.  Promptly execute and deliver,  in
form and substance satisfactory to Agent,  assignments of leases with respect to
any real property leases of office space which are renewed or entered into after
the Closing Date;  provided,  however,  that Borrower and its Subsidiaries shall
not be required to deliver an assignment of lease with respect to any particular
lease of office space if (i) the consent of the relevant landlord is required as
a condition  to such  assignment,  and (ii)  despite its best  efforts to do so,
Borrower or its Subsidiary, as the case may be, is unable to obtain such consent
from the relevant landlord.

         SECTION  5.17.  Consent  Relating  to  Pledge  of  Shares  of  ePacific
Incorporated.  Use its best efforts  (which best  efforts  shall not include the
payment  of money or any  agreement  adverse  to the  Borrower  to  obtain  such
consents) to obtain, within forty-five (45) days of the date hereof, the consent
of ePacific  Incorporated and all of its shareholders  (other than the Borrower)
to the pledge of the  preferred  shares of  ePacific  Incorporated  owned by the
Borrower to the Collateral Trustee,  such consent to be in the form of Exhibit L
hereto.
<PAGE>

ARTICLE VI.  NEGATIVE COVENANTS

         The Borrower  covenants  and agrees with each Lender  that,  so long as
this  Agreement  shall remain in effect,  or the principal of or interest on any
Note, any Commitment Fee or any other fee,  expense or amount payable  hereunder
or in connection with any of the Credit Transactions shall be unpaid, unless the
Required  Lenders shall otherwise  consent in writing,  it will not and will not
cause or permit any of its Subsidiaries and, in the case of Section 6.14 hereof,
any ERISA Affiliate to, either directly or indirectly:

         SECTION 6.01. Liens. Incur, create,  assume or permit to exist any Lien
on any of its property or assets  (including the stock of any direct or indirect
Subsidiary),  whether owned at the date hereof or hereafter acquired,  or assign
or convey any rights to or security interests in any future revenues, except:

         (a) Liens incurred and pledges and deposits made by the Borrower or any
of its  Subsidiaries  in the  ordinary  course of  business in  connection  with
workers' compensation, unemployment insurance, old-age pensions and other social
security  benefits (not  including any Lien  described in Section  412(m) of the
Code);

         (b)  Liens  imposed  by  law,   such  as   carriers',   warehousemen's,
mechanics',  materialmen's and vendors' liens and other similar liens,  incurred
in good faith in the  ordinary  course of the business of the Borrower or any of
its Subsidiaries and securing  obligations which are not overdue for a period of
more  than  ninety  (90)  days or which are  being  contested  in good  faith by
appropriate proceedings as to which the Borrower or any of its Subsidiaries,  as
the case may be, shall, to the extent required by GAAP,  applied on a consistent
basis, have set aside on its books adequate reserves;

         (c) Liens securing the payment of taxes,  assessments and  governmental
charges or levies, that are not delinquent or are being diligently  contested in
good  faith by  appropriate  proceedings  and as to  which  reserves  have  been
established  in an amount  not less than the  aggregate  amount  secured by such
Liens (including,  without limitation, the amount of taxes and assessments being
contested and any interest and penalties payable in respect thereof);

         (d) zoning restrictions, easements, licenses, reservations, provisions,
covenants,  conditions,  waivers,  restrictions  on the use of  property  of the
Borrower  or any of its  Subsidiaries  or minor  irregularities  of  title  with
respect   thereto  (and  with  respect  to   leasehold   interests,   mortgages,
obligations,   liens  and  other  encumbrances  incurred,  created,  assumed  or
permitted  to exist and arising by,  through or under a landlord or owner of the
leased  property,  with or without  consent of the  lessee)  which do not in the
aggregate  materially  detract  from the  value of said  property  or  assets or
materially impair the use thereof in the operation of its business;

         (e) Liens  (including  any  Capitalized  Lease)  originally  created to
secure payment of a portion of the purchase price or construction  costs, as the
case may be, relating to any real property or equipment or any interest therein,
<PAGE>

upon such  real  property,  equipment  (including  furniture  and  fixtures)  or
interest  therein;  provided,  that  (i) the  outstanding  principal  amount  of
Indebtedness secured by any such Lien does not exceed one hundred percent (100%)
of the purchase price  actually paid by the Borrower or any of its  Subsidiaries
(or, in the case of a Capitalized  Lease, by the owner) for the real property or
equipment  or interest  therein  which is  encumbered  by such Lien,  and/or the
construction  costs actually incurred by the Borrower or any of its Subsidiaries
with  respect  to the  improvements  thereto,  as the  case  may  be,  (ii)  the
Indebtedness secured by any such Lien (including, in the case of any Capitalized
Lease, the Capitalized Lease Obligation in respect of such Capitalized Lease) is
permitted by this Agreement, and (iii) any such Lien does not encumber any other
asset at any time owned by the Borrower or any of its Subsidiaries;

         (f) Liens  existing  on the  Closing  Date set forth in  Schedule  6.01
hereto and approved by the Agent, but not the extension, renewal or refunding of
the Indebtedness secured thereby;

         (g)      Liens created in favor of the Collateral Trustee; and

         (h) Liens securing the performance of bids, tenders,  leases, contracts
(other than for the repayment of borrowed money), statutory obligations, surety,
customs and appeal bonds, and other  obligations of like nature,  incurred as an
incident to and in the ordinary course of business of the Borrower or any of its
Subsidiaries.

         SECTION 6.02. Sale and Lease-Back Transactions.  Except as described on
Schedule 6.02 hereto, enter into any arrangement,  directly or indirectly,  with
any Person whereby it shall sell or transfer any property, real or personal, and
used or useful in its  business,  whether now owned or hereafter  acquired,  and
thereafter rent or lease such property or other property which it intends to use
for  substantially  the same purpose or purposes as the  property  being sold or
transferred,  except  for any such  arrangements  that are  entered  into in the
Borrower's ordinary course of business.

         SECTION 6.03.  Indebtedness for Borrowed Money and Guarantees.

         (a)  Incur,  create,  assume or permit  to exist any  Indebtedness  for
borrowed money  (excluding  Guarantees)  that is secured by Liens other than (i)
Indebtedness  secured by Liens  permitted under Section 6.01 hereof in an amount
not to exceed three million dollars  ($3,000,000)  per item of Indebtedness  and
five million dollars ($5,000,000) in the aggregate;  (ii) Indebtedness  existing
on the date hereof and listed in Schedule 6.03 hereto and approved by the Agent;
provided,  that, such Indebtedness  shall not after the date hereof (A) increase
in amount (except increases subject to limitations in amount in existence on the
date  hereof);  (B) be secured by Liens not in existence on the date hereof,  or
(C)  change  in regard  to  seniority  in any  respect;  and (iii)  Indebtedness
incurred hereunder (including,  without limitation,  any Swingline Loans and any
drawings under any Letter of Credit).
<PAGE>

         (b) Incur, create,  assume or permit to exist any Guarantees other than
(without  duplication):  (i)  Guarantees  of the  Obligations;  (ii)  Guarantees
existing on the date hereof  listed in Schedule  6.03 hereto and approved by the
Agent, but not the extension, renewal or refunding thereof.

         (c) Incur, create, assume or permit to exist any unsecured Indebtedness
other than (i) current accounts payable and unsecured  current  liabilities (not
the result of  borrowing)  incurred  in the  ordinary  course of business of the
Borrower to vendors,  suppliers and Persons providing services, for expenditures
for  goods  and  services  normally  required  by it in the  ordinary  course of
business and on ordinary trade terms, including (without limitation) obligations
pursuant  to the  Money  Order  Agreement  and (ii)  Indebtedness  evidenced  by
Deferred  Payment  Obligations  in an amount not to exceed four million  dollars
($4,000,000) in the aggregate at any time.

         SECTION  6.04.  Equity  Interest  in  Subsidiaries.   Sell,   transfer,
encumber,  pledge or otherwise  dispose of any partnership  interests,  stock or
equity securities of, or other equity interests (including,  without limitation,
any options,  warrants or other rights to acquire any equity  interests) in, any
Subsidiary  or permit any of its  Subsidiaries  to issue any  additional  equity
other  than  to the  Borrower  or to a  Subsidiary  of the  Borrower;  provided,
however,  that  Borrower  may  sell,  transfer,  or  otherwise  dispose  of  its
partnership  interests,  stock or equity securities of, or other equity interest
in, any  Subsidiary  if (i) no Default or Event of Default has  occurred  and is
continuing  hereunder  or  would  otherwise  occur  as  a  result  of  any  such
disposition and (ii) the aggregate net proceeds  received by Borrower in respect
of all such  sales  during any Fiscal  Year does not  exceed  two  million  five
hundred thousand dollars ($2,500,000).

         SECTION 6.05. Consolidations, Mergers and Sales of Assets. (a) Directly
or indirectly consolidate with or merge into any other Person, or permit another
Person to merge into it,  unless it is a  Guarantor  merging  into the  Borrower
(with the Borrower being the surviving entity) or another  Guarantor;  provided,
that,  (i) such entity has provided  the Agent with written  notice at least ten
(10)  Business  Days  prior to such  merger,  and (ii) all Liens in favor of the
Collateral Trustee granted by such entities continue to be valid,  perfected and
first priority (except for pre-existing Liens on the assets of such other Person
which  are  permitted  under  Section  6.01  hereof),  or  (b)  acquire  all  or
substantially all the capital stock or assets of, or ownership interests in, any
other Person unless it is an  Acceptable  Acquisition  and then,  only if (i) no
Default or Event of Default has occurred and is  continuing  or would  otherwise
occur as a result of such  acquisition  and (ii) the  Borrower  furnishes to the
Agent and each Lender (if requested)  computations and work papers demonstrating
that the Borrower will be in compliance  with the financial  covenants set forth
herein after giving effect to such acquisition,  or (c) sell, lease, transfer or
assign to any Persons or otherwise  dispose of (whether in one  transaction or a
series of  transactions)  all or  substantially  all of its assets  (whether now
owned or  hereafter  acquired),  or sell  any of its  assets  other  than in the
ordinary course of business,  including any Asset Sales unless Borrower complies
with the requirements of Section 2.09(b);  except any Subsidiary of the Borrower
may sell or lease any of its assets to the Borrower or to another  Subsidiary of
the  Borrower;  provided,  that,  all  Liens on any such  assets in favor of the
Collateral Trustee continue to be valid, perfected and first priority.
<PAGE>

         SECTION 6.06. Loans and Advances. Make any loan or advance to or equity
investment in any other Person other than (without duplication):

         (a) Loans and  advances by Borrower or any  Subsidiary  to its officers
and  employees  for salary and other  compensatory  benefits,  travel  advances,
advances  against  commissions and other similar advances in the ordinary course
of  business,  provided  that the  amount of such  advances  does not exceed one
million dollars  ($1,000,000) per advance and three million dollars ($3,000,000)
in the aggregate at any time;

         (b) Loans and advances to any Subsidiary which is also a Guarantor; or

         (c)  Loans and  advances  existing  on the date  hereof  and  listed on
Schedule 6.06 hereto and approved by the Agent, but not

the increase, extension, renewal or refunding thereof; or

         (d) Loans and  advances  to the  Borrower's  retail  financial  service
customers in the ordinary course of its business; or

         (e) Loans and  advances  as  contemplated  by the  Master  Loan  Agency
Agreement dated August 11, 1999 between Borrower and Goleta National Bank, as in
effect as such date.

         SECTION 6.07.  Net Worth.  At any time permit Net Worth of the Borrower
and its  Subsidiaries on a Consolidated  basis at any time to be less than fifty
million dollars  ($50,000,000),  plus (b) seventy-five  percent (75%) of all Net
Income  earned  after the  Closing  Date  during any fiscal  quarter,  provided,
however  that fiscal  quarters in which Net Income is a negative  amount will be
excluded from the  calculation of Net Income earned after the Closing Date, plus
(c) an amount equal to the (100%) of all proceeds of any equity offering (net of
offering  and  professional  fees and  expenses)  by the  Borrower or any of its
Subsidiaries occurring after the Closing Date.

         SECTION  6.08.  EBITDA.  At the end of any fiscal  quarter,  permit the
aggregate  EBITDA on a Consolidated  basis for the four previous  quarters to be
less than  eighty-five  percent (85%) of the aggregate  EBITDA on a Consolidated
basis for the four  consecutive  fiscal  quarters  reported at the prior  fiscal
quarter end.

         SECTION  6.09.  Debt to Cash Flow  Ratio.  Permit the Debt to Cash Flow
Ratio to be more  than  2.00:1.00  at the end of any  fiscal  quarter  occurring
during the term of this Agreement.


<PAGE>

         SECTION 6.10. Cash Flow Coverage  Ratio.  Permit the Cash Flow Coverage
Ratio of the Borrower and its  Subsidiaries  on a Consolidated  basis to be less
than the following at the end of any fiscal quarter occurring during the periods
set forth below:

             Fiscal Quarter End                       Cash Flow Coverage Ratio
             ------------------                       ------------------------
     Closing Date through and including                      1.20:1.00
                June 29, 2003
        June 30, 2003 and thereafter                         1.40:1.00

         SECTION  6.11.  Use of Proceeds.  Permit the proceeds of any Loan to be
used for any purpose  which  entails a violation  of, or is  inconsistent  with,
Regulation G, T, U or X of the Board or Section 3.13 hereof.

         SECTION 6.12.  ERISA.

         (a) Engage in any  transaction in connection with which the Borrower or
any ERISA Affiliate could be subject to either a material civil penalty assessed
pursuant to the  provisions  of Section  502 of ERISA or a material  tax imposed
under the provisions of Section 4975 of the Code.

         (b)  Terminate  any  Pension  Plan in a  "distress  termination"  under
Section 4041 of ERISA, or take any other action which could result in a material
liability of the Borrower or any ERISA Affiliate to the PBGC.

         (c) Fail to make  payment  when due of all  amounts  which,  under  the
provisions of any Plan,  the Borrower or any ERISA  Affiliate is required to pay
as contributions  thereto, or, with respect to any Pension Plan, permit to exist
any material "accumulated funding deficiency" (within the meaning of Section 302
of ERISA and  Section  412 of the Code),  whether or not  waived,  with  respect
thereto.

         (d) Adopt an amendment to any Pension Plan  requiring  the provision of
security under Section 307 of ERISA or Section 401(a)(29) of the Code.

         SECTION 6.13. Modifications and Prepayments. Modify, amend or otherwise
alter the terms or  provisions  governing  any  portion of its  Indebtedness  to
adversely  affect the Lenders  without the prior written consent of the Required
Lenders.

         SECTION  6.14.  Transactions  with  Affiliates.   Except  as  otherwise
specifically set forth in this Agreement and except for (i) leases negotiated in
connection with Acceptable Acquisitions, (ii) transactions permitted pursuant to
the terms of this Agreement, or (iii) leases entered into in the ordinary course
of  establishing  or maintaining the Borrower's  retail  locations,  directly or
indirectly  purchase,  acquire or lease any property from, or sell,  transfer or
lease any  property  to, or enter into any other  transaction  with,  any of its
stockholders, Affiliates or agents or any relative thereof, except at prices and
on terms not less favorable to it than that which would have been obtained in an
arm's-length transaction with a non-affiliated third party.
<PAGE>

         SECTION 6.15.  Other  Agreements.  Enter into (a) any  agreement  which
requires  it to comply  with any  financial  covenant  to the  extent  that such
financial  covenant could reasonably be expected to be more restrictive than any
of the financial covenants contained in this Agreement, unless this Agreement is
amended to include such financial covenant  contemporaneously upon the execution
and delivery of such other  agreement,  or (b) without the prior written consent
of the Required  Lenders,  any  agreement  for the  acquisition  of the stock or
assets of any other  business  entity  which cannot be  terminated  prior to the
closing thereof either in the sole discretion of the Borrower or in exchange for
a  payment  not to  exceed  $10,000,  unless  such  proposed  acquisition  is an
Acceptable  Acquisition.  Neither the Borrower nor any Subsidiary shall amend or
modify any material agreement existing on the date hereof, to which the Borrower
or any  Subsidiary is a party,  if such amendment or  modification  would have a
material and adverse effect on the Lenders.

         SECTION  6.16.  Restricted  Payments.  At any time,  through any outlay
other than issuance of the  Borrower's own stock or cash payments in lieu of the
issuance of fractional shares (a) redeem, retire,  otherwise acquire, or prepay,
directly or  indirectly,  any shares of its capital  stock,  or any other equity
interest;  (b)  declare  or pay  any  cash  dividend;  or  (c)  make  any  other
distribution  of any  property or cash to owners of an equity  interest in their
capacity as such.

         SECTION 6.17.  Limitation on Investments.  Make or permit to exist, any
capital  contributions  to, or make any  investment in, or purchase or commit to
purchase  any stock or other  securities  or  evidences  of  indebtedness  of or
interests in any Person which is not a  Subsidiary  ("Investments"),  except the
following:

         (a)      Liquid Investments;

         (b)      Acceptable Acquisitions;

         (c)  trade  and  customer  accounts  receivable  which  are  for  goods
furnished  or services  rendered  in the  ordinary  course of  business  and are
payable in accordance with customary trade terms;

         (d)  Investments  existing on the date hereof and described on Schedule
6.17;
         (e) Investments not exceeding five million dollars  ($5,000,000) in the
aggregate  in any  businesses  which are engaged in the same or a  substantially
similar line of business to that of the Borrower; and

         (f) Purchase of  participations  in consumer loans originated by Goleta
National Bank in accordance  with the terms and  conditions of the Master Agency
Agreement dated August 11, 1999 between Borrower and Goleta National Bank, as in
effect as of such date.
<PAGE>

         SECTION  6.18.  Change in  Business.  Engage in any business not of the
same general type as, or reasonably  related to, those conducted by the Borrower
on the Closing Date.

ARTICLE VII.  EVENTS OF DEFAULT

         In case of the happening of any of the following  events (herein called
"Events of Default"):

         (a) default  shall be made in the payment of any  principal of any Note
or of any amount  payable under or in connection  with any Letter of Credit when
and as the same shall become due and payable, whether at the due date thereof or
at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

         (b) default  shall be made in the payment of any  interest on any Note,
of any Commitment Fee or of any fee or any other amount payable  hereunder or in
connection with any of the Credit Transactions when and as the same shall become
due and payable and the  Borrower's  failure to cure such default within two (2)
Business Days of written notice from Agent;

         (c)  any  representation  or  warranty  made  or  deemed  made in or in
connection  with this  Agreement or any other Credit  Document  furnished at any
time  to the  Agent  or any  Lender  by or on  behalf  of  the  Borrower  or any
Guarantor,  or the borrowings  hereunder,  shall prove to have been incorrect in
any material respect when made or deemed to be made;

         (d) (i) default shall be made in the due  observance or  performance of
any covenant,  condition or agreement to be observed or performed on the part of
the Borrower or any of its Subsidiaries pursuant to Sections 5.06, 5.08, 5.11 or
5.13 or Articles II, VI or IX of this  Agreement,  or (ii) default shall be made
in the due observance or performance of any covenant,  condition or agreement to
be observed  or  performed  on the part of  Borrower or any of its  Subsidiaries
pursuant to Sections 5.01, 5.02, 5.03 or 5.05 of this Agreement and such default
shall continue  unremedied for five (5) or more consecutive  Business Days after
the earlier of (x) the date notice thereof shall have been given to the Borrower
by any  Lender,  or (y) the  date on which  such  failure  becomes  known to any
Responsible  Officer of the Borrower;  or (iii) default shall be made in the due
observance or  performance of any other  covenant,  condition or agreement to be
observed or  performed  on the part of the  Borrower or any of its  Subsidiaries
pursuant to this  Agreement  and not  otherwise  covered by this Article VII and
such  default  shall  continue  unremedied  for thirty (30) or more  consecutive
Business  Days after the earlier of (x) the date notice  thereof shall have been
given to the Borrower or such Subsidiary by any Lender, or (y) the date on which
such failure  becomes known to any  Responsible  Officer of the Borrower or such
Subsidiary;  provided, however, the grace periods provided for in this paragraph
<PAGE>

(d) shall be void and of no effect unless the Borrower  shall, to the extent the
Borrower has actual  knowledge  thereof,  provide prompt notice to the Agent (in
writing) of (A) the  occurrence or expected  occurrence of such Default,  with a
certification  to the Agent of the Borrower's good faith  expectation  that such
Default shall be cured by the Borrower  before the end of the grace period;  and
(B) the occurrence of the  Borrower's  cure of the Default before the end of the
grace  period.  During  the  grace  period,  a  Default  shall be deemed to have
occurred and be continuing  until  actually  cured by the Borrower.  If any such
Default is not cured  before the end of the grace  period,  the Agent shall have
all of the rights  described  in this  Article VII and each of the other  Credit
Documents without any restriction imposed by this paragraph (d) whatsoever;

         (e)  the  Borrower  or  any   Subsidiary  of  the  Borrower  shall  (i)
voluntarily  commence any  proceeding or file any petition  seeking relief under
Title 11 of the  United  States  Code or any  other  federal,  state or  foreign
bankruptcy,  insolvency,  liquidation  or  similar  law,  (ii)  consent  to  the
institution  of, or fail to contravene in a timely and appropriate  manner,  any
such  proceeding or the filing of any such petition,  (iii) apply for or consent
to the appointment of a receiver,  trustee,  custodian,  sequestrator or similar
official for the Borrower or such  Subsidiary or for a  substantial  part of its
property or assets, (iv) file an answer admitting the material  allegations of a
petition filed against it in any such proceeding,  (v) make a general assignment
for the  benefit  of  creditors,  (vi) admit in writing  its  inability  or fail
generally  to pay its debts as they become due, or (vii) take  corporate  action
for the purpose of effecting any of the foregoing;

         (f) an  involuntary  proceeding  shall be commenced  or an  involuntary
petition shall be filed in a court of competent  jurisdiction seeking (i) relief
in respect of the Borrower or a  Significant  Subsidiary  of the Borrower  under
Title 11 of the  United  States  Code or any  other  federal,  state or  foreign
bankruptcy,  insolvency,  receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian,  sequestrator or similar official for the Borrower
or a Significant  Subsidiary  of the Borrower or for a  substantial  part of the
property  of the  Borrower  or any  Subsidiary  of the  Borrower  or  (iii)  the
winding-up or  liquidation  of the Borrower or a  Significant  Subsidiary of the
Borrower;  and such  proceeding  or  petition  shall  continue  undismissed  for
forty-five  (45) days or an order or decree  approving  or  ordering  any of the
foregoing shall continue unstayed and in effect for forty-five (45) days;

         (g) the  unpaid  amount  of the  Revolving  Credit  Loans  exceeds  the
Borrowing  Base then in effect  on or for any  three (3) days  and/or  occasions
during any consecutive twelve (12) month period;

         (h) default shall be made with respect to any Indebtedness or under any
Capitalized  Lease  Obligation of the Borrower or any Subsidiary of the Borrower
in an amount  exceeding one million  dollars  ($1,000,000)  if the effect of any
such default shall be to  accelerate,  or to permit the holder or obligee of any
such Indebtedness or under such Capitalized Lease Obligations (or any trustee on
behalf of such holder or obligee) at its option to  accelerate  the  maturity of
such Indebtedness or such Capitalized Lease Obligation;  provided,  however,  an
<PAGE>

Event of Default  for  purposes  of this clause (h) shall not be deemed to exist
due to the  acceleration  of the  maturity of any  obligation  to a Lender or an
affiliate (within the meaning of Regulation U) of a Lender solely by reason of a
default in the performance of a term or condition in any agreement or instrument
under or by which such obligation is created,  evidenced or secured,  which term
or  condition  restricts  the right of the Borrower or any other Person to sell,
pledge  or  otherwise  dispose  of any  margin  stock  (within  the  meaning  of
Regulation U) held by the Borrower or any such other Person.

         (i) (i) a Reportable  Event (other than a Reportable Event with respect
to which the thirty (30) day notice  requirement under Section 4043 of ERISA has
been  waived)  shall have  occurred  with  respect to a Pension  Plan,  (ii) the
Borrower, any ERISA Affiliate, or an administrator of any Plan files a notice of
intent to terminate such a Plan in a "distress termination" under the provisions
of Section 4041 of ERISA, (iii) the receipt of notice by the Borrower, any ERISA
Affiliate,  or an  administrator  of a Pension Plan that the PBGC has instituted
proceedings  to terminate  (or appoint a trustee to  administer)  such a Pension
Plan or  Multiemployer  Plan,  (iv) any other event or  condition  exists  which
might,  in the reasonable  opinion of the Agent,  constitutes  grounds under the
provisions of Section 4042 of ERISA for the  termination of (or the  appointment
of a trustee to administer) any Pension Plan or Multiemployer  Plan by the PBGC,
(v) a Pension Plan fails to maintain the minimum  funding  standard  required by
Section 412 of the Code for any plan year or a waiver of such standard is sought
or granted under the provisions of Section 412(d) of the Code, (vi) the Borrower
or any ERISA  Affiliate has incurred,  or is likely to incur, a liability  under
the provisions of Section 4062, 4063, 4064 or 4201 of ERISA,  (vii) the Borrower
or any ERISA Affiliate  fails to pay the full amount of an installment  required
under Section  412(m) of the Code, and in each case in clauses (i) through (vii)
of this  paragraph  (i), such event or  condition,  together with all other such
events or conditions,  if any, could subject the Borrower or any ERISA Affiliate
to any taxes, penalties or other liabilities which could have a material adverse
effect on the financial  condition of the Borrower and any ERISA Affiliate taken
as a whole;

         (j) the Borrower or any ERISA Affiliate (i) shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred any material withdrawal
liability to such Multiemployer  Plan, and (ii) does not have reasonable grounds
for contesting  such  withdrawal  liability and is not in fact  contesting  such
withdrawal liability in a timely and appropriate manner;

         (k) any final  judgment or judgments  for the payment of money shall be
rendered by a court or other tribunal  against the Borrower or any Subsidiary of
the Borrower  (but only to the extent that the same (i) is not fully  covered by
insurance or (ii) if fully covered by insurance,  the carrier of such  insurance
has denied  liability under such  insurance)  which when taken together with all
other such judgments which remain  outstanding and unpaid  exceed(s) one million
dollars   ($1,000,000)   (excluding  the  amount  of   commercially   reasonable
deductibles under insurance) and (x) any such judgment or judgments shall remain
undischarged or unstayed for more than thirty (30) days, whether  consecutive or
not, or (y) any judgment  creditor shall legally  commence actions to collect on

<PAGE>

or enforce such judgment;

         (l) this  Agreement or any other Credit  Document  shall for any reason
cease to be, or shall be asserted by the Borrower or any  Guarantor not to be, a
legal,  valid and binding  obligation of such Person,  enforceable in accordance
with its terms;

         (m) any  Guarantor  revokes,  terminates or fails to perform any of the
terms, conditions,  covenants or provisions of any Guaranty Agreement,  Security
Document, endorsement or other agreement of such Person to the Lenders;

         (n) any Change in Control;

         (o) any event or change in circumstances occurs which would result in a
Material Adverse Effect; or

         (p) an "event of default"  shall have occurred and be continuing  under
any Credit Document;

then,  and upon the occurrence of any such Event of Default (other than an event
described in paragraph (e) or (f) above),  and at any time thereafter during the
continuance  of such  Event of  Default,  the Agent  may,  and upon the  written
request of the Required  Lenders shall,  by written notice (or facsimile  notice
promptly confirmed in writing) to the Borrower, take any or all of the following
actions at the same or  different  times:  (i)  terminate  forthwith  all or any
portion of the Total  Commitment and the obligations of WFB to issue or cause to
be issued Letters of Credit;  (ii) demand that the Borrower  provide to WFB, and
the Borrower  upon such demand agrees to provide,  cash  collateral in an amount
equal to the Total Letter of Credit Exposure of the Borrower then existing, such
cash collateral to be deposited in a cash collateral account to be held by Agent
for the  benefit  of WFB;  and (iii)  declare  the  Notes and all  reimbursement
obligations in respect of drawings  under Letters of Credit then  outstanding to
be forthwith due and payable,  whereupon  the  principal of such Notes  together
with  accrued  interest  and  fees  thereon,  together  with  all  reimbursement
obligations  in  respect  of  drawings  under  Letters  of Credit  and all other
liabilities of the Borrower  accrued  hereunder,  shall become forthwith due and
payable both as to principal and interest, without presentment, demand, protest,
notice of intent to accelerate,  notice of  acceleration  or any other notice of
any kind,  all of which are hereby  expressly  waived by the Borrower,  anything
contained   herein  or  in  the  other   Credit   Documents   to  the   contrary
notwithstanding;  provided,  however,  that with  respect to an Event of Default
described  in  paragraph  (e)  or  (f)  above,  the  Total  Commitment  and  the
obligations of WFB to issue Letters of Credit shall automatically  terminate and
the Notes, all reimbursement obligations in respect of drawings under Letters of
Credit,  any  unpaid  accrued  fees and any other  liabilities  of the  Borrower
accrued  hereunder  shall  automatically  become  due  and  payable,  both as to
principal and interest,  without presentment,  demand, protest, notice of intent
to accelerate,  notice of acceleration or other notice of any kind, all of which
are hereby expressly waived by the Borrower, anything contained herein or in the
other Credit Documents to the contrary notwithstanding. The remedies provided in
the Credit  Documents are cumulative and not exclusive of any remedies  provided
by law.
<PAGE>

ARTICLE VIII.  AGENT

         In order to expedite the  transactions  contemplated by this Agreement,
WFB is hereby  appointed to act as Agent on behalf of the  Lenders.  Each of the
Lenders  and  each  subsequent  holder  of any Note by its  acceptance  thereof,
irrevocably  authorizes  the Agent to take  such  action  on its  behalf  and to
exercise such powers hereunder as are  specifically  delegated to or required of
the Agent by the terms hereof and the terms thereof together with such powers as
are reasonably  incidental thereto. WFB hereby accepts its appointment to act as
Agent on behalf of the Lenders and the authorizations set forth herein.  Neither
the Agent  nor any of its  directors,  officers,  employees  or agents  shall be
liable  as such  for any  action  taken  or  omitted  to be  taken by it or them
hereunder or in connection  herewith or therewith (a) at the request or with the
approval  of the  Required  Lenders  (or,  if  otherwise  specifically  required
hereunder or  thereunder,  the consent of all the Lenders) or (b) in the absence
of its or their own gross  negligence  (but not ordinary  negligence) or willful
misconduct.

         The  Agent is hereby  expressly  authorized  on behalf of the  Lenders,
without hereby limiting any implied authority,  (a) to receive on behalf of each
of the  Lenders  any  payment of  principal  of or interest on the Notes and any
payment of amounts  payable to WFB in connection  with any Letter of Credit paid
to the Agent,  and all other amounts  accrued  hereunder paid to the Agent,  and
promptly  to  distribute  to each  Lender its proper  share of all  payments  so
received, (b) to distribute to each Lender copies of all notices, agreements and
other  material as provided for in this  Agreement as received by such Agent and
(c) to  take  all  actions  with  respect  to  this  Agreement  and  the  Credit
Transactions as are specifically delegated to the Agent.

         In the event that (a) the Borrower  fails to pay when due the principal
of or interest on any Note or any fee payable  hereunder  or any amount  payable
under or in  connection  with any  Letter of  Credit  or (b) the Agent  receives
written notice of the occurrence of a Default or an Event of Default,  the Agent
within a reasonable  time shall give written notice thereof to the Lenders,  and
shall take such action with respect to such Event of Default or other  condition
or event as it shall be  directed  to take by the  Required  Lenders;  provided,
however,  that,  unless and until the Agent shall have received such directions,
the Agent may take such action or refrain from taking such action hereunder with
respect to a Default or Event of Default as it shall deem  advisable in the best
interests of the  Lenders,  except to the extent that this  Agreement  expressly
requires  that such action be taken,  or not be taken,  only with the consent or
upon the authorization of the Required Lenders or all of the Lenders.
<PAGE>

         The Agent shall not be  responsible in any manner to any of the Lenders
for the effectiveness, enforceability, perfection, priority, value, genuineness,
validity or due execution of this  Agreement or the other Credit  Documents with
respect thereto or any other  agreements or  certificates,  requests,  financial
statements,  notices or  opinions  of counsel or for any  recitals,  statements,
warranties or  representations  contained herein or in any such instrument or be
under any obligation to ascertain or inquire as to the performance or observance
of  any  of  the  terms,  provisions,   covenants,  conditions,   agreements  or
obligations of this Agreement or any of the other Credit  Documents or any other
agreements on the part of the Borrower and,  without  limiting the generality of
the foregoing,  the Agent shall, in the absence of knowledge to the contrary, be
entitled  to accept any  certificate  furnished  pursuant to this  Agreement  as
conclusive evidence of the facts stated therein and shall be entitled to rely on
any note, notice, consent,  certificate,  affidavit,  letter, telegram, teletype
message,  statement,  order or other document which it believes in good faith to
be genuine and  correct and to have been signed or sent by the proper  Person or
Persons.  It is understood and agreed that the Agent may exercise its rights and
powers under other  agreements and instruments to which it is or may be a party,
and engage in other transactions with the Borrower,  as though it were not Agent
of the Lenders hereunder.

         The Agent shall  promptly  give notice to the Lenders of the receipt or
sending of any notice,  schedule,  report,  projection,  financial  statement or
other  document or  information  pursuant to this  Agreement and shall  promptly
forward a copy thereof to each Lender.

         Neither  the Agent nor any of its  directors,  officers,  employees  or
agents shall have any  responsibility  to the Borrower on account of the failure
or delay in  performance  or breach by any Lender other than the Agent of any of
its obligations hereunder or to any Lender on account of the failure of or delay
in  performance  or breach by any other  Lender or the  Borrower of any of their
respective obligations hereunder or in connection herewith.

         The Agent may consult with legal  counsel  selected by it in connection
with matters  arising under this Agreement or any other Credit  Document and any
action taken or suffered in good faith by it in  accordance  with the opinion of
such counsel  shall be full  justification  and  protection to it. The Agent may
exercise any of its powers and rights and perform any duty under this  Agreement
or any other Credit Documents through agents or attorneys.

         The Agent and the  Borrower may deem and treat the payee of any Note as
the holder thereof until written notice of transfer shall have been delivered as
provided herein by such payee to the Agent and the Borrower.

         With respect to the Loans,  the Notes and the Letters of Credit  issued
to or by it, the Agent in its individual capacity and not as an Agent shall have
the same  rights,  powers and  duties  hereunder  and under any other  agreement
executed in connection herewith as any other Lender and may exercise the same as
though  it were not the  Agent,  and the  Agent and its  affiliates  may  accept
deposits from,  lend money to and generally  engage in any kind of business with
the Borrower or other affiliate thereof as if it were not the Agent.
<PAGE>

         EACH  LENDER  AGREES (A) TO  REIMBURSE  THE AGENT IN THE AMOUNT OF SUCH
LENDER'S  PRO RATA  SHARE  (BASED  ON ITS  TOTAL  COMMITMENT  HEREUNDER)  OF ANY
EXPENSES INCURRED FOR THE BENEFIT OF THE LENDERS BY THE AGENT, INCLUDING COUNSEL
FEES AND  COMPENSATION  OF AGENTS AND  EMPLOYEES  PAID FOR SERVICES  RENDERED ON
BEHALF OF THE LENDERS,  NOT  REIMBURSED BY THE BORROWER AND (B) TO INDEMNIFY AND
HOLD HARMLESS THE AGENT AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS,
ON  DEMAND,  IN THE  AMOUNT  OF  ITS  PRO  RATA  SHARE,  FROM  AND  AGAINST  ALL
LIABILITIES,  ACTIONS, AGREEMENTS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS OF ANY
KIND OR NATURE  WHATSOEVER  WHICH MAY BE IMPOSED  ON,  INCURRED  BY OR  ASSERTED
AGAINST IT IN ITS CAPACITY AS THE AGENT OR ANY OF THEM IN ANY WAY RELATING TO OR
ARISING OUT OF THIS  AGREEMENT OR ANY OTHER CREDIT  DOCUMENT OR ANY ACTION TAKEN
OR  OMITTED  BY IT OR ANY OF THEM  UNDER  THIS  AGREEMENT  OR ANY  OTHER  CREDIT
DOCUMENT, TO THE EXTENT NOT REIMBURSED BY THE BORROWER;  PROVIDED, HOWEVER, THAT
NO LENDER  SHALL BE LIABLE TO THE  AGENT FOR ANY  PORTION  OF SUCH  LIABILITIES,
OBLIGATIONS,  LOSSES,  DAMAGES,  PENALTIES,  ACTIONS,  JUDGMENT,  SUITS,  COSTS,
EXPENSES OR DISBURSEMENTS  RESULTING FROM THE GROSS NEGLIGENCE (BUT NOT ORDINARY
NEGLIGENCE)  OR  WILLFUL  MISCONDUCT  OF THE  AGENT  OR  ANY  OF ITS  DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS.

         Each  Lender  acknowledges  that  it  has,  independently  and  without
reliance  upon the Agent or any other  Lender  and based on such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the Agent or any other Lender and
based on such  documents and  information  as it shall deem  appropriate  at the
time, continue to make its own decisions in taking or not taking action under or
based upon this  Agreement,  any related  agreement  or any  document  furnished
hereunder.

         Subject to the  appointment  and  acceptance  of a  successor  Agent as
provided  below,  the Agent may resign at any time by giving the Lenders and the
Borrower  at least  thirty  (30)  days  prior  notice  of such  resignation  and
specifying  the day on which such  resignation  will become  effective,  and the
Agent may be removed at any time by the Required  Lenders if it has breached its
obligations  under the  Credit  Documents.  Upon the  giving  of such  notice of
resignation  by the  Agent  or upon the  removal  of the  Agent by the  Required
Lenders, the Required Lenders shall have the right to appoint a successor Agent;
provided,  that so long as no  Default  or  Event of  Default  then  exists  the
appointment  of such  successor  Agent  shall be subject to the  approval of the
Borrower,  which approval shall not be withheld or delayed  unreasonably.  If no
successor  Agent shall have been so appointed by the Required  Lenders and shall
<PAGE>

have accepted such appointment  within thirty (30) days after the retiring Agent
gives notice of its  resignation or the removal of the Agent,  then the retiring
or removed  Agent may, on behalf of the  Required  Lenders,  appoint a successor
Agent which shall be a Lender which is a  commercial  bank  organized  under the
laws of the  United  States of  America  or of any State  thereof  and  having a
combined  capital and surplus of at least  $100,000,000.  Upon the acceptance of
any  appointment as Agent  hereunder by a successor  bank,  such successor shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring or removed  Agent and the  retiring or removed  Agent
shall be discharged from its duties and obligations hereunder. After any Agent's
resignation or removal hereunder,  the provisions of this Article shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent.

         The Lenders hereby acknowledge that the Agent shall be under no duty to
take any discretionary action permitted to be taken by the Agent pursuant to the
provisions  of this  Agreement or any other Credit  Document  unless it shall be
requested in writing to do so by the Required Lenders.

ARTICLE IX.  MISCELLANEOUS

         SECTION 9.01. Notices. Except as otherwise expressly provided, notices,
consents  and other  communications  provided for herein shall be in writing and
shall  be  delivered  or  mailed  (or in the  case of  facsimile  communication,
delivered by graphic scanning, telecopier or other telecommunications equipment,
with  receipt  confirmed)  addressed  to (or  such  other  address  as  shall be
designated by such party in a written notice to the other parties):

                  if to the Borrower:     ACE Cash Express, Inc.
                                          1231 Greenway Drive, Suite 800
                                          Irving, Texas 75038
                                          Attn.:   Mr. Jay B. Shipowitz
                                          Telephone:        (972) 550-5030
                                          Facsimile:        (972) 582-1430

                  with a copy to:         Gardere & Wynne, L.L.P.
                                          3000 Thanksgiving Tower
                                          Dallas, Texas 75201
                                          Attn.:   Richard A. Tulli, Esq.
                                          Telephone:        (214) 999-4676
                                          Facsimile:        (214) 999-3676

                  if to the Agent:  Wells Fargo Bank Texas, National Association
                                          4975 Preston Park Boulevard, Suite 280
                                          Plano, Texas 75093
                                          Attn.:   Mr. Jeffery S.A. Cook
                                          Telephone:        (972) 599-5333
                                          Facsimile:        (972) 867-5674
<PAGE>

                  with a copy to:         Patton Boggs LLP
                                          2001 Ross Avenue, Suite 3000
                                          Dallas, Texas 75201
                                          Attn.:   Robert Jeffery Cole, Esq.
                                          Telephone:        (214) 758-1500
                                          Facsimile:        (214) 758-1550

                  if to any Lender:       At the address set forth below its
                                          name in Schedule 2.02(a) hereto.

         All  notices  and other  communications  given to any  party  hereto in
accordance  with the provisions of this  Agreement  shall be deemed to have been
given on the date of receipt if hand  delivered or three (3) Business Days after
being sent by registered or certified  mail,  postage  prepaid,  return  receipt
requested,   if  by  mail,  or  upon  receipt  if  by  any  facsimile  or  other
telecommunications  equipment,  in each case addressed to such party as provided
in this Section 9.01 or in accordance with the latest  unrevoked  direction from
such party.

         SECTION  9.02.  Survival  of  Agreement.  All  covenants,   agreements,
representations  and warranties made by the Borrower or any of its  Subsidiaries
herein or in the other Credit  Documents shall be considered to have been relied
upon by the Lenders and shall survive the making by the Lenders of the Loans and
the  execution  and  delivery to the Lenders of the Notes and shall  continue in
full force and effect as long as the principal of or any accrued interest on the
Notes or any other fee or amount payable under or in connection  with the Notes,
this Agreement, any Letter of Credit or any other Credit Document is outstanding
and unpaid and so long as the Total Commitment has not been terminated.

         SECTION 9.03.  Successors and Assigns; Participations.

         (a) Whenever in this  Agreement  any of the parties  hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party;  and all  covenants,  promises  and  agreements  by or on  behalf  of the
Borrower, its Subsidiaries,  the Agent or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.  Without  limiting  the  generality  of  the  foregoing,  the  Borrower
specifically  confirms  that any  Lender  may at any time and from  time to time
pledge or  otherwise  grant a security  interest in any Loan or any Note (or any
part thereof) to any entity as collateral security in accordance with applicable
law,  including  without  limitation,  to any  Federal  Reserve  Bank  (and  its
transferees).  The  Borrower  may not  assign or  transfer  any of its rights or
obligations hereunder without the written consent of all the Lenders.
<PAGE>

         (b)  Each  Lender,  without  the  consent  of the  Borrower,  may  sell
participations to one or more banks or other entities in all or a portion of its
rights and  obligations  under this  Agreement  and the other  Credit  Documents
(including,  without  limitation,  all  or a  portion  of its  Revolving  Credit
Commitment or Reducing Revolver Commitment,  the Loans owing to it and the Notes
held by it); provided,  that, (i) such Lender's obligations under this Agreement
and the other Credit Documents  (including,  without  limitation,  its Revolving
Credit  Commitment and Reducing Revolver  Commitment to the Borrower  hereunder)
shall remain unchanged,  (ii) such Lender shall remain solely responsible to the
other parties  hereto for the  performance  of such  obligations,  and (iii) the
Borrower,  the Agent and the other  Lenders  shall  continue  to deal solely and
directly  with  such  Lender  in  connection   with  such  Lender's  rights  and
obligations under this Agreement; and provided,  further, that each Lender shall
retain  the sole right and  responsibility  to enforce  the  obligations  of the
Borrower  and the  Guarantors  relating  to the Loans and the Credit  Documents,
including, without limitation, the right to approve any amendment,  modification
or waiver of any  provision of this  Agreement  or the other  Credit  Documents,
other  than  amendments,  modifications  or  waivers  with  respect  to (A)  any
reduction in the principal amount, interest rate or fees payable hereunder,  (B)
any extension of the Final Maturity  Date, an Interest  Payment Date or the date
on which any payment of principal  is due, and (C) any release of any  Guarantor
from its Guarantee or of all or substantially  all of the Collateral (other than
in accordance with the terms of this Agreement or the other Credit Documents).

         (c) With the prior written  consent of (i) the Borrower  (which consent
(x) shall not be withheld or delayed  unreasonably and (y) shall not be required
if any Default or Event of Default has occurred and is continuing)  and (ii) the
Agent (which consent shall not be withheld or delayed unreasonably), each Lender
may assign by  novation,  to any one or more banks or other  entities,  all or a
portion of its interests,  rights and  obligations  under this Agreement and the
other Credit Documents (including,  without limitation,  all or a portion of its
Revolving Credit Commitment or Reducing Revolver Commitment and the same portion
of the Loans, the  participations  in outstanding  Letters of Credit at the time
held by it and the  Note or Notes  held by it),  provided,  that  (A) each  such
assignment shall be of a constant,  and not a varying,  percentage of all of the
assigning  Lender's  rights and obligations  under this  Agreement,  which shall
include the same percentage interest in the Loans,  Letters of Credit and Notes,
(B)  the  amount  of  the  Revolving  Credit  Commitment  or  Reducing  Revolver
Commitment  of the  assigning  Lender  being  assigned  pursuant  to  each  such
assignment (determined as of the date the Assignment and Acceptance with respect
to such  assignment  is delivered to the Agent) shall be in a minimum  principal
amount equal to five  million  dollars  ($5,000,000)  in the  aggregate  for the
Revolving  Credit  Commitment and Reducing  Revolver  Commitment of such Lender;
provided,  however,  notwithstanding such minimum,  such Lender may in any event
assign all of the Revolving Credit Commitment and Reducing  Revolver  Commitment
of such Lender,  and (C) the parties to each such  assignment  shall execute and
<PAGE>

deliver to the Agent,  for its  acceptance  and  recording in the  Register,  an
Assignment and  Acceptance,  together with any Notes subject to such  assignment
and a processing  and  recordation  fee of three  thousand five hundred  dollars
($3,500) paid by assignee or assignor. Upon such execution, delivery, acceptance
and recording and after  receipt of the written  consent of the Agent,  from and
after the effective date  specified in each  Assignment  and  Acceptance,  which
effective  date shall be at least  five (5)  Business  Days after the  execution
thereof,  (x) the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of a
Lender  under  the  Credit  Documents  and  (y) the  Lender  which  is  assignor
thereunder  shall, to the extent provided in such Assignment and Acceptance,  be
released  from its  obligations  under this  Agreement  (and,  in the case of an
Assignment and Acceptance  covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

         (d) By executing  and  delivering  an Assignment  and  Acceptance,  the
Lender which is assignor  thereunder and the assignee thereunder confirm to, and
agree with,  each other and the other parties hereto as follows:  (i) other than
the representation and warranty that it is the legal and beneficial owner of the
interest being  assigned  thereunder  free and clear of any adverse claim,  such
Lender makes no representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with this  Agreement,  the other Credit  Documents or the execution,
legality,   validity,   enforceability,   perfection,   priority,   genuineness,
sufficiency or value of this Agreement or the other Credit Documents;  (ii) such
Lender makes no representation  or warranty and assumes no  responsibility  with
respect to the financial  condition of the Borrower or any of the  Guarantors or
the performance or observance by the Borrower or any of the Guarantors of any of
their respective obligations under this Agreement or the other Credit Documents;
(iii) such assignee  confirms that it has received a copy of this  Agreement and
the other Credit  Documents,  together with copies of financial  statements  and
such other  documents and  information as it has deemed  appropriate to make its
own credit  analysis and decision to enter into such  Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the Agent, such
Lender or any other Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement or the other Credit  Documents;
(v) such assignee  appoints and  authorizes the Agent to take such action as the
Agent on its behalf and to exercise  such  powers  under this  Agreement  as are
delegated  to the Agent by the terms  hereof,  together  with such powers as are
reasonably  incidental  thereto;  and (vi)  such  assignee  agrees  that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

         (e) The Agent shall maintain at its address referred to in Section 9.01
hereof a copy of each  Assignment and Acceptance  delivered to it and a register
for the  recordation of the names and addresses of the Lenders and the Revolving
Credit  Commitment  or  Reducing  Revolver  Commitment,  as the case may be, and
<PAGE>

principal  amount  of the  Loans  held by each  Lender  from  time to time  (the
"Register").  The entries in the Register shall be conclusive, in the absence of
manifest  error,  and the  Borrower,  the Agent and the  Lenders  may treat each
Person  whose name is recorded in the  Register  as a Lender  hereunder  for all
purposes of this  Agreement.  The Register  shall be available for inspection by
the  Borrower  or any Lender at any  reasonable  time and from time to time upon
reasonable prior notice.

         (f) Upon its receipt of an  Assignment  and  Acceptance  executed by an
assigning Lender and an assignee and consented to by the Borrower  together with
any Note or Notes  subject to such  assignment  and the written  consent to such
assignment,  the  Agent  shall,  if such  Assignment  and  Acceptance  has  been
completed  and is  precisely  in the form of Exhibit F hereto,  (i) accept  such
Assignment and Acceptance,  (ii) record the information contained therein in the
Register and (iii) give prompt  notice  thereof to the Lenders and the Borrower.
Within three (3) Business  Days after receipt of such notice,  the Borrower,  at
its own  expense,  shall  execute and deliver to the Agent in exchange  for each
surrendered  Note or Notes a new Note or Notes to the order of such  assignee in
an amount  equal to its  portion  of the  Reducing  Revolver  Commitment  and/or
Revolving Credit Commitment,  as the case may be, assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained any Reducing
Revolver  Commitment or Revolving  Credit  Commitment  hereunder,  a new Note or
Notes to the order of the  assigning  Lender in an amount  equal to the Reducing
Revolver  Commitment  and/or  Revolving Credit  Commitment,  as the case may be,
retained  by it  hereunder.  Such  new Note or  Notes  shall be in an  aggregate
principal  amount equal to the aggregate  principal  amount of such  surrendered
Note or  Notes,  shall  be  dated  the  effective  date of such  Assignment  and
Acceptance  and shall  otherwise be in  substantially  the form of Exhibit A and
Exhibit B hereto, as the case may be. Notes surrendered to the Borrower shall be
canceled by the Borrower.

         (g)  Notwithstanding  any other  provision  herein,  any Lender may, in
connection  with any  assignment  or  participation  or proposed  assignment  or
participation  pursuant  to this  Section  9.03,  disclose  to the  assignee  or
participant or proposed  assignee or participant,  any  information,  including,
without limitation, any Information,  relating to the Borrower furnished to such
Lender  by or on behalf  of the  Borrower  in  connection  with this  Agreement;
provided,  however,  that prior to any such  disclosure,  each such  assignee or
participant  or  proposed  assignee  or  participant  shall  agree in writing to
preserve the  confidentiality  of any confidential  Information  relating to the
Borrower  received from such Lender in accordance  with the terms and conditions
set forth in Section 9.14 hereof.

         SECTION 9.04.  Expenses; Indemnity.

         (a) The Borrower  agrees to pay all reasonable  out-of-pocket  expenses
incurred by the Agent in connection with the preparation of this Agreement,  the
Notes and the other Credit Documents,  or with any amendments,  modifications or
waivers of the  provisions  hereof or thereof  (whether or not the  transactions
hereby contemplated shall be consummated) or incurred by the Agent or any of the
<PAGE>

Lenders  in  connection  with the  enforcement  or  protection  of its rights in
connection  with this  Agreement,  the other Credit  Documents or with the Loans
made or the Notes or Letters of Credit issued  hereunder,  or in connection with
any pending or threatened action,  proceeding,  or investigation relating to the
foregoing,  including but not limited to the fees and  disbursements  of counsel
for the Agent and ongoing field examination expenses and charges (subject to the
limitations   set  forth  in  this  Agreement)  and,  in  connection  with  such
enforcement  or  protection,  the  fees and  disbursements  of  counsel  for the
Lenders.  The Borrower  further agrees that it shall  indemnify the Lenders from
and hold them harmless  against any  documentary  taxes,  assessments or charges
made by any  governmental  authority by reason of the  execution and delivery of
this Agreement or the Credit Documents.

         (b) THE BORROWER  AGREES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, TO
INDEMNIFY THE AGENT AND EACH LENDER AND THEIR  RESPECTIVE  DIRECTORS,  OFFICERS,
EMPLOYEES AND AGENTS (COLLECTIVELY,  THE "INDEMNITEES") AGAINST, AND TO HOLD THE
INDEMNITEES HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES,  LIABILITIES AND
RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES, INCURRED BY OR
ASSERTED AGAINST ANY SUCH INDEMNITEE  ARISING OUT OF, IN ANY WAY CONNECTED WITH,
OR AS A RESULT OF (i) THE USE OF ANY OF THE  PROCEEDS  OF THE  LOANS,  (ii) THIS
AGREEMENT,  THE  NOTES,  THE  LETTERS OF CREDIT OR THE OTHER  CREDIT  DOCUMENTS,
INCLUDING SUCH LOSSES,  CLAIMS,  DAMAGES  LIABILITIES AND EXPENSES CAUSED BY THE
NEGLIGENCE  OF ANY  INDEMNITEE,  BUT  EXCLUDING  ANY THAT  RESULT FROM THE GROSS
NEGLIGENCE  OR WILLFUL  MISCONDUCT OF ANY SUCH  INDEMNITEE,  AS THE CASE MAY BE,
(iii) THE  PERFORMANCE  BY THE PARTIES  HERETO AND  THERETO OF THEIR  RESPECTIVE
OBLIGATIONS HEREUNDER AND THEREUNDER (INCLUDING BUT NOT LIMITED TO THE MAKING OF
THE TOTAL COMMITMENT) AND CONSUMMATION OF THE TRANSACTIONS  CONTEMPLATED  HEREBY
AND THEREBY,  INCLUDING ANY THAT RESULT FROM THE  NEGLIGENCE OF ANY  INDEMNITEE,
BUT EXCLUDING ANY THAT RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
ANY SUCH  INDEMNITEE,  (iv)  BREACH OF ANY  REPRESENTATION  OR  WARRANTY  BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES, OR (v) ANY CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDINGS  RELATING TO ANY OF THE FOREGOING,  WHETHER OR NOT THE AGENT, ANY
LENDER OR ANY SUCH PERSON IS A PARTY THERETO.  SUCH INDEMNITY  SHALL,  AS TO ANY
SUCH  INDEMNITEE,  APPLY TO ANY SUCH LOSSES,  CLAIMS,  DAMAGES,  LIABILITIES  OR
RELATED  EXPENSES TO THE EXTENT THAT THEY  RESULT  FROM THE  NEGLIGENCE  OF SUCH
INDEMNITEE,  BUT NOT TO THE EXTENT THAT THEY RESULT FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
<PAGE>

         (c) THE  BORROWER  AGREES TO  INDEMNIFY,  DEFEND AND HOLD  HARMLESS THE
INDEMNITEES  FROM  AND  AGAINST  ANY  LOSS,  COST,  DAMAGE,   LIABILITY,   LIEN,
DEFICIENCY, FINE, PENALTY OR EXPENSE (INCLUDING, WITHOUT LIMITATION,  ATTORNEYS'
FEES AND EXPENSES FOR  INVESTIGATION,  REMOVAL,  CLEANUP AND REMEDIAL  COSTS AND
MODIFICATION  COSTS INCURRED TO PERMIT,  CONTINUE OR RESUME NORMAL OPERATIONS OF
ANY  PROPERTY OR ASSETS OR BUSINESS OF THE BORROWER OR ANY  SUBSIDIARY  THEREOF)
ARISING  FROM A  VIOLATION  OF,  OR  FAILURE  TO COMPLY  WITH ANY  ENVIRONMENTAL
LEGISLATION AND TO REMOVE ANY LIEN ARISING THEREFROM,  INCLUDING ANY THAT RESULT
FROM THE NEGLIGENCE OF ANY  INDEMNITEE,  BUT EXCLUDING ANY LOSS,  COST,  DAMAGE,
LIABILITY,  LIEN,  DEFICIENCY,  FINE, PENALTY OR EXPENSE TO THE EXTENT CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT OF ANY INDEMNITEE,  WHICH ANY OF THE
INDEMNITEES  MAY INCUR OR WHICH MAY BE CLAIMED OR  RECORDED  AGAINST  ANY OF THE
INDEMNITEES BY ANY PERSON.

         (d) The  provisions of this Section 9.04 shall remain  operative and in
full  force  and  effect  regardless  of the  expiration  of the  term  of  this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Credit Document,  or any  investigation
made by or on behalf of the Agent or any  Lender.  All  amounts  due under  this
Section 9.04 shall be payable on written demand therefor.

         SECTION  9.05.  Right of  Setoff.  If an Event of  Default  shall  have
occurred and be continuing, upon the request of the Required Lenders each Lender
shall and is hereby authorized at any time and from time to time, to the fullest
extent  permitted by law, to set off any and all  deposits  (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any  time  owing by such  Lender  to or for the  credit  or the  account  of the
Borrower to the extent of amounts owed to such Lender by the Borrower. Upon such
set off,  each Lender  shall remit such  amounts to the  Collateral  Trustee for
distribution  pursuant to the terms of the Collateral  Trust. Each Lender agrees
to notify the Agent and the  Borrower at the time of such setoff and transfer to
the Collateral Trustee.

         SECTION 9.06.  Payments on Business Days.

         (a)  Should the  principal  of or  interest  on the Notes or any fee or
other  amount  payable  hereunder  become due and  payable on a day other than a
Business  Day,  payment in respect  thereof  may be made on the next  succeeding
Business  Day (except as  otherwise  specified  in the  definition  of "Interest
Period"), and such extension of time shall in such case be included in computing
interest, if any, in connection with such payment.
<PAGE>

         (b) All  payments by the Borrower  hereunder  and all Loans made by the
Lenders  hereunder shall be made in lawful money of the United States of America
in immediately  available  funds at the office of the Agent set forth in Section
9.01 hereof.

         SECTION 9.07.  Waivers; Amendments.


         (a) No failure or delay of any Lender in exercising  any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right or power,  or any  abandonment or  discontinuance  of
steps to enforce  such right or power,  preclude  any other or further  exercise
thereof or the exercise of any other right or power.  The rights and remedies of
the Lenders hereunder are cumulative and not exclusive of any rights or remedies
which they may otherwise  have. No waiver of any provision of this  Agreement or
the Notes nor consent to any  departure by the Borrower  therefrom  shall in any
event be effective  unless the same shall be authorized as provided in paragraph
(b)  below,  and then such  waiver or  consent  shall be  effective  only in the
specific instance and for the purpose for which given. No notice to or demand on
the  Borrower  in any case shall  entitle  it to any other or further  notice or
demand in similar or other circumstances.  Each holder of any of the Notes shall
be bound  by any  amendment,  modification,  waiver  or  consent  authorized  as
provided  herein,  whether or not such Note shall have been  marked to  indicate
such amendment, modification, waiver or consent.

         (b) Neither  this  Agreement  nor any  provision  hereof may be waived,
amended or modified  except  pursuant to an agreement or  agreements  in writing
entered into by the Borrower and the Required  Lenders,  and then such waiver or
modification  shall  be  effective  only in the  specific  instance  and for the
specific  purpose for which given;  provided,  however,  that no such  agreement
shall, unless in writing and signed by all the Lenders, do any of the following:

(i)  increase  the  Commitments  of the  Lenders or subject  the  Lenders to any
additional obligations,  (ii) reduce the principal of, or interest on, the Notes
or any fees or other amounts  payable  hereunder,  (iii) postpone any date fixed
for any payment of principal  of, or interest on, the Notes or any fees or other
amounts  payable  hereunder,  (iv) take action which requires the signing of all
the Lenders  pursuant to the terms of this Agreement,  (v) change the percentage
of the Commitments or of the aggregate  unpaid principal amount of the Notes, or
the number of Lenders  which shall be required for the Lenders or any of them to
take any action under this Agreement or any other Credit Document,  (vi) release
any  Guarantor or otherwise  change any  obligation  of any Guarantor to pay any
amount payable by such Guarantor  hereunder or under the other Credit Documents,
(vii)  release  all or  substantially  all  of the  Collateral  (other  than  in
accordance  with the terms of this  Agreement  or the other  Credit  Documents),
(viii) amend this Section  9.07(b),  or (ix) amend the  definition  of Borrowing
Base; provided,  further, that no amendment,  waiver or consent shall, unless in
writing and signed by the Agent in addition  to the  Lenders  required  above to
take such  action,  affect  the  rights or duties of the Agent  under any Credit
Document.  Each Lender and holder of any Note shall be bound by any modification
or amendment  authorized  by this Section 9.07  regardless  of whether its Notes
shall be marked to make  reference  thereto,  and any  consent  by any Lender or
holder  of  a  Note  pursuant  to  this  Section  9.07  shall  bind  any  Person
subsequently  acquiring  a Note from it,  whether  or not such Note  shall be so
marked.
<PAGE>

         SECTION 9.08.  Interest.

         (a) It is the  intention of the parties  hereto that the Agent and each
Lender  shall  conform  strictly  to  usury  laws  applicable  to  it,  if  any.
Accordingly,  if the  transactions  with the  Agent or any  Lender  contemplated
hereby  would  be  usurious   under   applicable   law,  then,  in  that  event,
notwithstanding  anything to the contrary in this  Agreement,  the Notes, or any
other  Credit  Document,  it is  agreed as  follows:  (i) the  aggregate  of all
consideration which constitutes interest under applicable law that is contracted
for, taken,  reserved,  charged or received by the Agent or such Lender,  as the
case may be, under this Agreement, the Notes, or under any other Credit Document
shall  under  no  circumstances  exceed  the  maximum  amount  allowed  by  such
applicable  law  and  any  excess  shall  be  canceled   automatically  and,  if
theretofore paid, shall at the option of the Agent or such Lender be credited by
the Agent or such Lender on the principal  amount of the obligations owed to the
Agent or such Lender by the  Borrower or refunded by the Agent or such Lender to
the  Borrower,  and (ii) in the  event  that the  maturity  of any Note or other
Obligation payable to the Agent or such Lender is accelerated or in the event of
any required or permitted  prepayment,  then such consideration that constitutes
interest under law applicable to the Agent or such Lender may never include more
than the maximum amount allowed by such applicable law and excess  interest,  if
any, to the Agent or such Lender  provided  for in this  Agreement  or otherwise
shall  be  canceled  automatically  as of  the  date  of  such  acceleration  or
prepayment and, if theretofore  paid,  shall, at the option of the Agent or such
Lender be credited by the Agent or such  Lender on the  principal  amount of the
obligations  owed to the Agent or such Lender by the Borrower or refunded by the
Agent  or such  Lender  to the  Borrower.  It is  further  agreed  that  without
limitation  of the  foregoing,  that all  calculations  of the rate of  interest
contracted for, charged or received by any Lender under the Notes held by it, or
under  this  Agreement,  shall be made,  to the extent  permitted  by usury laws
applicable to such Lender (now or hereafter  enacted) by  amortizing,  prorating
and  spreading  in equal parts during the period of the full stated term of said
Notes all  interest at any time  contracted  for,  taken,  charged,  reserved or
received by such Lender in connection therewith.

         (b) In the event that at any time the interest  rate  applicable to any
Loan made by any Lender  would exceed the maximum  non-usurious  rate allowed by
applicable law, the rate of interest to accrue on the Loans by such Lender shall
be limited to the maximum non-usurious rate allowed by applicable law, but shall
accrue,  to the extent  permitted by law, on the  principal  amount of the Loans
made by such  Lender  from  time to time  outstanding,  if any,  at the  maximum
nonusurious  rate allowed by  applicable  law until the total amount of interest
accrued on the Loans made by such  Lender  equals the amount of  interest  which
would have accrued if the interest  rates  applicable  to the Loans  pursuant to
Article  II had at all times  been in  effect.  In the event that upon the final
payment of the Loans made by any Lender and  termination  of the  Commitment  of
such Lender,  the total  amount of interest  paid to such Lender  hereunder  and
<PAGE>

under the Notes is less than the total  amount  of  interest  which  would  have
accrued if the interest  rates  applicable to such Loans  pursuant to Article II
had at all times been in effect, then the Borrower agrees to pay to such Lender,
to the extent  permitted by law, an amount equal to the excess of (i) the lesser
of (x) the amount of  interest  which  would  have  accrued on such Loans if the
maximum  nonusurious  rate  allowed by  applicable  law had at all times been in
effect or (y) the amount of interest rates  applicable to such Loans pursuant to
Article  II had at all times  been in effect  over (ii) the  amount of  interest
otherwise accrued on such Loans in accordance with this Agreement.

         SECTION  9.09.  Severability.  In the  event  any one or  more  of' the
provisions contained in this Agreement or in any other Credit Document should be
held invalid,  illegal or unenforceable in any respect,  the validity,  legality
and enforceability of the remaining provisions contained herein or therein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good-faith  negotiations  to  replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         SECTION  9.10.   APPLICABLE  LAW.  THE  VALIDITY,   INTERPRETATION  AND
ENFORCEMENT OF THIS AGREEMENT,  THE NOTES AND THE OTHER CREDIT DOCUMENTS AND ANY
DISPUTE  ARISING  OUT OF THE  RELATIONSHIP  OF THE  PARTIES  HERETO,  WHETHER IN
CONTRACT,  TORT, EQUITY OR OTHERWISE,  SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED  BY THE LAWS OF THE  STATE  OF  TEXAS  (WITHOUT  GIVING  EFFECT  TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF).

         SECTION 9.11.  Arbitration.

         (a)  Arbitration.  Upon the demand of any party,  any Dispute  shall be
resolved by binding arbitration (except as set forth in (e) below) in accordance
with the terms of this Agreement.  A "Dispute"  shall mean any action,  dispute,
claim or  controversy  of any kind,  whether in contract or tort,  statutory  or
common law,  legal or equitable,  now existing or hereafter  arising under or in
connection  with, or in any way pertaining to, any of the Credit  Documents,  or
any  past,  present  or  future  extensions  of  credit  and  other  activities,
transactions or obligations of any kind related directly or indirectly to any of
the Credit Documents, including without limitation, any of the foregoing arising
in connection  with the exercise of any  self-help,  ancillary or other remedies
pursuant to any of the Credit  Documents.  Any party may by summary  proceedings
bring an action in court to compel arbitration of a Dispute. Any party who fails
or refuses to submit to arbitration following a lawful demand by any other party
shall bear all costs and  expenses  incurred by such other  party in  compelling
arbitration of any Dispute.
<PAGE>

         (b) Governing Rules.  Arbitration  proceedings shall be administered by
the American Arbitration  Association ("AAA") or such other administrator as the
parties  shall  mutually  agree  upon in  accordance  with  the  AAA  Commercial
Arbitration  Rules. All Disputes  submitted to arbitration  shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding  any  conflicting  choice of law  provision in any of the Credit
Documents.  The  arbitration  shall be conducted at a location in Dallas County,
Texas selected by the AAA or other administrator.  If there is any inconsistency
between the terms hereof and any such rules,  the terms and procedures set forth
herein shall control. All statutes of limitation applicable to any Dispute shall
apply to any arbitration proceeding. All discovery activities shall be expressly
limited to matters directly relevant to the Dispute being  arbitrated.  Judgment
upon any award  rendered in an  arbitration  may be entered in any court  having
jurisdiction; provided however, that nothing contained herein shall be deemed to
be a waiver by any party that is a bank of the protections  afforded to it under
12 U.S.C. ss.91 or any similar applicable state law.

         (c) No Waiver;  Provisional  Remedies,  Self-Help and  Foreclosure.  No
provision  hereof  shall  limit  the right of any  party to  exercise  self-help
remedies  such as setoff,  foreclosure  against or sale of any real or  personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation  injunctive  relief,  sequestration,  attachment,
garnishment  or the  appointment  of a  receiver,  from  a  court  of  competent
jurisdiction  before,  after or during the pendency of any  arbitration or other
proceeding.  The  exercise of any such  remedy  shall not waive the right of any
party to compel arbitration hereunder.

         (d) Arbitrator  Qualifications and Powers; Awards.  Arbitrators must be
active  members of the Texas State Bar with  expertise in the  substantive  laws
applicable to the subject  matter of the Dispute.  Arbitrators  are empowered to
resolve  Disputes by summary  rulings in response to motions  filed prior to the
final  arbitration  hearing.  Arbitrators  (i) shall  resolve  all  Disputes  in
accordance with the  substantive  law of the state of Texas,  (ii) may grant any
remedy or relief that a court of the state of Texas could order or grant  within
the scope hereof and such ancillary relief as is necessary to make effective any
award,  and (iii) shall have the power to award  recovery of all costs and fees,
to impose sanctions and to take such other actions as they deem necessary to the
same extent a judge could pursuant to the Federal Rules of Civil Procedure,  the
Texas Rules of Civil Procedure or other applicable law. Any Dispute in which the
amount  in  controversy  is  $5,000,000  or less  shall be  decided  by a single
arbitrator who shall not render an award of greater than  $5,000,000  (including
damages, costs, fees and expenses).  By submission to a single arbitrator,  each
party expressly waives any right or claim to recover more than  $5,000,000.  Any
Dispute in which the amount in controversy  exceeds  $5,000,000 shall be decided
by majority vote of a panel of three  arbitrators;  provided  however,  that all
three arbitrators must actively participate in all hearings and deliberations.

         (e) Judicial Review.  Notwithstanding  anything herein to the contrary,
in any arbitration in which the amount in controversy exceeds  $25,000,000,  the
arbitrators  shall be required to make  specific,  written  findings of fact and
conclusions of law. In such  arbitrations (i) the arbitrators shall not have the
power to make any award which is not supported by substantial  evidence or which
<PAGE>

is based on legal  error,  (ii) an award  shall not be binding  upon the parties
unless the  findings  of fact are  supported  by  substantial  evidence  and the
conclusions of law are not erroneous  under the  substantive law of the state of
Texas,  and (iii) the parties shall have in addition to the grounds  referred to
in the Federal  Arbitration  Act for vacating,  modifying or correcting an award
the right to judicial review of (A) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,   and  (B)  whether  the
conclusions  of law are  erroneous  under  the  substantive  law of the state of
Texas.  Judgment confirming an award in such a proceeding may be entered only if
a court determines the award is supported by substantial  evidence and not based
on legal error under the substantive law of the state of Texas.

         (f)  Miscellaneous.  To the maximum  extent  practicable,  the AAA, the
arbitrators  and the parties  shall take all action  required  to  conclude  any
arbitration  proceeding  within 180 days of the filing of the  Dispute  with the
AAA. No arbitrator or other party to an arbitration  proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a party  required in the ordinary  course of its business,  by applicable law or
regulation,  or to the extent  necessary to exercise any judicial  review rights
set forth herein.  If more than one agreement for  arbitration by or between the
parties  potentially  applies  to a  Dispute,  the  arbitration  provision  most
directly  related to the Credit  Documents or the subject  matter of the Dispute
shall control. This arbitration  provision shall survive termination,  amendment
or expiration  of any of the Credit  Documents or any  relationship  between the
parties.

         SECTION 9.12.  Waiver of Jury Trial, Etc.

         (a) EACH PARTY HERETO  HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF
THE OTHER CREDIT DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE
OTHER CREDIT  DOCUMENTS OR THE  TRANSACTIONS  RELATED  HERETO OR THERETO IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER IN CONTRACT,  TORT,
EQUITY OR  OTHERWISE.  EACH PARTY HERETO MAY FILE AN ORIGINAL  COUNTERPART  OF A
COPY OF THIS AGREEMENT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         (b) THE  AGENT AND THE  LENDERS  SHALL  NOT HAVE ANY  LIABILITY  TO THE
BORROWER OR ANY GUARANTOR (WHETHER IN TORT,  CONTRACT,  EQUITY OR OTHERWISE) FOR
LOSSES SUFFERED BY THE BORROWER OR ANY GUARANTOR IN CONNECTION WITH, ARISING OUT
OF,  OR  IN  ANY  WAY  RELATED  TO  THE  CREDIT  TRANSACTIONS  OR  RELATIONSHIPS
CONTEMPLATED  BY THIS  AGREEMENT,  OR ANY ACT,  OMISSION OR EVENT  OCCURRING  IN
<PAGE>

CONNECTION HEREWITH, UNLESS IT IS DETERMINED BY ARBITRATION REQUIRED HEREBY OR A
FINAL AND NONAPPEALABLE  JUDGMENT OR COURT ORDER BINDING ON SUCH PARTY, THAT THE
LOSSES WERE THE RESULT OF ACTS OR OMISSIONS  CONSTITUTING  GROSS  NEGLIGENCE  OR
WILLFUL MISCONDUCT.

         (c) EACH PARTY HERETO (I)  CERTIFIES  THAT NEITHER ANY  REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY LENDER HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT
SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS  AND (II)  ACKNOWLEDGES  THAT IT HAS BEEN  INDUCED  TO ENTER  INTO  THIS
AGREEMENT,  AND, IN THE CASE OF THE BORROWER, THE NOTES, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

         SECTION 9.13.  Waiver of Notices.  THE BORROWER HEREBY EXPRESSLY WAIVES
DEMAND,  PRESENTMENT,  NOTICE OF INTENT TO ACCELERATE,  NOTICE OF  ACCELERATION,
PROTEST AND NOTICE OF PROTEST AND NOTICE OF DISHONOR WITH RESPECT TO ANY AND ALL
INSTRUMENTS  AND  COMMERCIAL  PAPER,  INCLUDED  IN  OR  EVIDENCING  ANY  OF  THE
OBLIGATIONS OR THE COLLATERAL,  AND ANY AND ALL OTHER DEMANDS AND NOTICES OF ANY
KIND OR NATURE  WHATSOEVER WITH RESPECT TO THE  OBLIGATIONS,  THE COLLATERAL AND
THIS AGREEMENT,  EXCEPT SUCH AS ARE EXPRESSLY  PROVIDED FOR HEREIN. NO NOTICE TO
OR DEMAND ON THE BORROWER  WHICH THE AGENT OR ANY LENDER MAY ELECT TO GIVE SHALL
ENTITLE  THE  BORROWER  TO ANY  OTHER OR  FURTHER  NOTICE OR DEMAND IN THE SAME,
SIMILAR OR OTHER CIRCUMSTANCES.

         SECTION 9.14. Confidentiality.  The Agent and the Lenders agree to keep
confidential  (and to cause their  respective  officers,  directors,  employees,
affiliates, agents, representatives, accountants, attorneys and advisors to keep
confidential) all information, materials and documents furnished by the Borrower
to the Agent or any Lender (the "Information") and utilize such information only
in connection with matters related to Borrower.  Notwithstanding  the foregoing,
the Agent and each Lender shall be permitted to disclose Information (a) to such
of its officers,  directors,  employees,  affiliates,  agents,  representatives,
accountants,  attorneys  and  advisors  as  need  to know  such  Information  in
connection  with its  participation  in any of the  Credit  Transactions  or the
administration of this Agreement;  (b) to the extent required by applicable laws
and regulations or by any subpoena or similar legal process, or requested by any
governmental agency or authority; (c) to the extent such Information (i) becomes
publicly  available other than as a result of a breach of this  Agreement,  (ii)
becomes available to the Agent or such Lender on a non-confidential  basis prior
to its  disclosure  to the Agent or such  Lender by the  Borrower  or any of its
Subsidiaries;  (d) to the extent the Borrower or any of its  Subsidiaries  shall
have  consented  to such  disclosure  in writing;  (e) to any direct or indirect
contractual  counterparty in swap agreements or such contractual  counterparty's
professional  advisor (so long as such contractual  counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of
this Section 9.14); or (f) pursuant to Section 9.03(g) hereof.
<PAGE>

         SECTION 9.15.  SUBMISSION TO JURISDICTION.


         (a) SUBJECT TO THE REQUIREMENT FOR ARBITRATION PURSUANT TO SECTION 9.11
HEREOF, ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES
OR ANY  LETTER  OF CREDIT  MAY BE  BROUGHT  IN THE  COURTS OF THE STATE OF TEXAS
SITUATED  IN  DALLAS  COUNTY  OR OF THE  UNITED  STATES  DISTRICT  COURT FOR THE
NORTHERN DISTRICT OF TEXAS,  DALLAS DIVISION,  AND, BY EXECUTION AND DELIVERY OF
THIS  AGREEMENT,  THE BORROWER  HEREBY  ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,  GENERALLY AND UNCONDITIONALLY,  THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS.

         (b) THE BORROWER HEREBY IRREVOCABLY WAIVES, IN CONNECTION WITH ANY SUCH
ACTION  OR  PROCEEDING,  ANY  OBJECTION,   INCLUDING,  WITHOUT  LIMITATION,  ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR  BASED  ON THE  GROUNDS  OF  FORUM  NON
CONVENIENS,  WHICH  IT MAY NOW OR  HEREAFTER  HAVE TO THE  BRINGING  OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

         (c) THE BORROWER HEREBY IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE  AFOREMENTIONED  COURTS IN ANY SUCH  ACTION OR  PROCEEDING  BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,  POSTAGE PREPAID,  TO
IT, AT ITS ADDRESS SET FORTH IN SECTION 9.01 HEREOF.

         (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO
SERVE  PROCESS  IN ANY  OTHER  MANNER  PERMITTED  BY LAW  OR TO  COMMENCE  LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

         SECTION  9.16.   Counterparts.   This  Agreement  may  be  executed  in
counterparts,  each of which shall  constitute an original but all of which when
taken together shall  constitute  but one contract,  and shall become  effective
when copies hereof which,  when taken  together,  bear the signatures of each of
the parties hereto shall be delivered to the Agent.

         SECTION 9.17.  Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only and are not to affect
the  construction of, or to be taken into  consideration  in interpreting,  this
Agreement.
<PAGE>

         SECTION 9.18. Nonapplicability Of Chapter 346 et seq. The Borrower, the
Agent and the Lenders  hereby  agree that the  provisions  of Chapter 346 of the
Texas Finance Code, which replaced Tex. Rev. Civ. Stat. Ann. art.  5069-15.01 et
seq.  (Vernon  1987)(regulating  certain  revolving  credit  loans  and
revolving tri-party  accounts),  shall not apply to this Agreement or any of the
other Credit Documents.

         SECTION 9.19. Waiver Of Consumer Rights. THE BORROWER HEREBY WAIVES ITS
RIGHTS UNDER THE DECEPTIVE  TRADE  PRACTICES-CONSUMER  PROTECTION  ACT,  SECTION
17.41 ET. SEQ.  BUSINESS & COMMERCE  CODE,  A LAW THAT GIVES  CONSUMERS  SPECIAL
RIGHTS  AND  PROTECTIONS.  AFTER  CONSULTATION  WITH  AN  ATTORNEY  OF  ITS  OWN
SELECTION,  THE  BORROWER  VOLUNTARILY  CONSENTS TO THIS  WAIVER.  THE  BORROWER
EXPRESSLY  WARRANTS  AND  REPRESENTS  THAT  IT (a)  IS  NOT  IN A  SIGNIFICANTLY
DISPARATE BARGAINING POSITION RELATIVE TO THE AGENT AND THE LENDERS, AND (b) HAS
BEEN   REPRESENTED  BY  LEGAL  COUNSEL  IN  CONNECTION  WITH  THE   TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.

         SECTION 9.20. Entire Agreement.  PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE
LOAN  AGREEMENT  EXCEEDS  $50,000  IN VALUE IS NOT  ENFORCEABLE  UNLESS THE LOAN
AGREEMENT  IS IN  WRITING  AND  SIGNED BY THE PARTY TO BE BOUND OR THAT  PARTY'S
AUTHORIZED REPRESENTATIVE.

         THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES TO AN AGREEMENT  SUBJECT TO
THE  PRECEDING  PARAGRAPH  SHALL BE  DETERMINED  SOLELY  FROM THE  WRITTEN  LOAN
AGREEMENT,  AND ANY PRIOR ORAL  AGREEMENTS  BETWEEN THE PARTIES  RELATED TO SUCH
LOAN  AGREEMENT  ARE  SUPERSEDED  BY AND MERGED  INTO THE LOAN  AGREEMENT.  THIS
WRITTEN  AGREEMENT  AND THE CREDIT  DOCUMENTS,  AS  DEFINED  IN THIS  AGREEMENT,
REPRESENT THE FINAL  AGREEMENT  AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>



                      Amended and Restated Credit Agreement

                                 Signature Page


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

                           BORROWER:

                           ACE CASH EXPRESS, INC.


                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           AGENT:

                           WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                           (f/k/a WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION


                           By:
                              --------------------------------------------------
                           Richard A. Ziegner
                           Assistant Vice President

                           SYNDICATION AGENT:

                           BANK OF AMERICA, N.A.


                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>



                                                     MANAGING AGENTS:

                            THE CHASE MANHATTAN BANK

                            By:
                               -------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------


                            FIRST UNION NATIONAL BANK

                            By:
                               -------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------





<PAGE>

                           LENDERS:

                           WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION


                           By:
                              --------------------------------------------------
                              Richard A. Ziegner
                              Assistant Vice President

                           BANK OF AMERICA, N.A.


                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


                          THE CHASE MANHATTAN BANK

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


                          FIRST UNION NATIONAL BANK

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------


                           NATIONAL CITY BANK


                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------



<PAGE>




                             HIBERNIA NATIONAL BANK


                             By:
                                ------------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                   ---------------------------------------------


                             TEXAS CAPITAL BANK, NATIONAL ASSOCIATION


                             By:
                                ------------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                   ---------------------------------------------


<PAGE>











                      AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of November ___, 2000

                                  By and Among

                             ACE CASH EXPRESS, INC.,

                                   as Borrower

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,

                            as Agent and as a Lender,

                      BANK OF AMERICA, NATIONAL ASSOCIATION

                      as Syndication Agent and as a Lender

                                       and

                         The Other Lenders Party Hereto













<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                                                 Page

<S>                                                                                                              <C>
ARTICLE I.  DEFINITIONS...........................................................................................2

    SECTION 1.01.  Certain Defined Terms..........................................................................2

    SECTION 1.02.  Accounting Terms..............................................................................20

    SECTION 1.03.  Miscellaneous.................................................................................20

ARTICLE II.  THE LOANS...........................................................................................21

    SECTION 2.01.  Reducing Revolver Commitments and Revolving Credit Commitments; Reallocation of Commitments...21

SECTION 2.02.  Loans.............................................................................................22

    SECTION 2.03.  Notice of Loans...............................................................................24

    SECTION 2.04.  Notes; Repayment of Loans.....................................................................25

    SECTION 2.05.  Interest on Loans.............................................................................26

    SECTION 2.06.  Fees..........................................................................................26

    SECTION 2.07.  Termination, Reduction of the Total Revolving Credit Commitment and Reduction of the
    Total Reducing Revolver Commitment...........................................................................27

    SECTION 2.08.  Interest on Overdue Amounts; Alternate Rate of Interest.......................................27

    SECTION 2.09.  Prepayment of Loans...........................................................................28

    SECTION 2.10.  Reserve Requirements; Change in Circumstances.................................................30

    SECTION 2.11.  Change in Legality............................................................................32

    SECTION 2.12.  Indemnity.....................................................................................33

    SECTION 2.13.  Pro Rata Treatment............................................................................34

    SECTION 2.14.  Sharing of Setoffs............................................................................35

    SECTION 2.15.  Taxes.........................................................................................35

    SECTION 2.16.  Payments and Computations.....................................................................37

    SECTION 2.17.  Swingline Loans...............................................................................38

    SECTION 2.18.  Issuance of Letters of Credit.................................................................38

    SECTION 2.19.  Payment of Letters of Credit; Reimbursement...................................................39

    SECTION 2.20.  Letter of Credit Fees.........................................................................40

ARTICLE III.  REPRESENTATIONS AND WARRANTIES.....................................................................40

    SECTION 3.01.  Organization; Legal Existence.................................................................40

    SECTION 3.02.  Authorization.................................................................................41

    SECTION 3.03.  Governmental Approvals........................................................................41

    SECTION 3.04.  Binding Effect................................................................................41

    SECTION 3.05.  Material Adverse Change.......................................................................41

    SECTION 3.06.  Litigation; Compliance With Laws; Etc.........................................................41

    SECTION 3.07.  Financial Statements..........................................................................42

    SECTION 3.08.  Federal Reserve Regulation....................................................................42

    SECTION 3.09.  Taxes.........................................................................................42

    SECTION 3.10.  Employee Benefit Plans........................................................................43

    SECTION 3.11.  No Material Misstatements.....................................................................45

    SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act....................................45

    SECTION 3.13.  Use of Proceeds...............................................................................45

    SECTION 3.14.  Subsidiaries..................................................................................45

    SECTION 3.15.  Title to Properties; Possession Under Leases; Trademarks......................................45

    SECTION 3.16.  Solvency......................................................................................46

    SECTION 3.17.  Permits, Etc..................................................................................47

    SECTION 3.18.  Compliance with Environmental Laws............................................................47

    SECTION 3.19.  General.......................................................................................48

ARTICLE IV.  CONDITIONS OF CREDIT EVENTS.........................................................................48

    SECTION 4.01.  All Credit Events.............................................................................48

    SECTION 4.02.  First Credit Event............................................................................48

ARTICLE V.  AFFIRMATIVE COVENANTS................................................................................51

    SECTION 5.01.  Legal Existence...............................................................................51

    SECTION 5.02.  Businesses and Properties.....................................................................51

    SECTION 5.03.  Insurance.....................................................................................52

    SECTION 5.04.  Taxes.........................................................................................52

    SECTION 5.05.  Financial Statements, Reports, Etc............................................................52

    SECTION 5.06.  Litigation and Other Notices..................................................................54

    SECTION 5.07.  ERISA.........................................................................................55

    SECTION 5.08.  Maintaining Records; Access to Properties and Collateral; Inspections.........................56

    SECTION 5.09.  Use of Proceeds...............................................................................56

    SECTION 5.10.  Fiscal Year-End...............................................................................56

    SECTION 5.11.  Additional Guarantors and Pledge of Assets....................................................56

    SECTION 5.12.  Environmental Legislation.....................................................................57

    SECTION 5.13.  Pay Obligations to Lenders and Perform Other Covenants........................................58

    SECTION 5.14.  Assurances....................................................................................58

    SECTION 5.15.  Certain Changes...............................................................................58

    SECTION 5.16.  Assignment of Leases..........................................................................58

    SECTION 5.17. Consent Relating to Pledge of Shares of ePacific Incorporated..................................58

ARTICLE VI.  NEGATIVE COVENANTS..................................................................................59

    SECTION 6.01.  Liens.........................................................................................59

    SECTION 6.02.  Sale and Lease-Back Transactions..............................................................60

    SECTION 6.03.  Indebtedness for Borrowed Money and Guarantees................................................60

    SECTION 6.04.  Equity Interest in Subsidiaries...............................................................61

    SECTION 6.05.  Consolidations, Mergers and Sales of Assets...................................................61

    SECTION 6.06.  Loans and Advances............................................................................62

    SECTION 6.07.  Net Worth.....................................................................................62

    SECTION 6.08.  EBITDA........................................................................................62

    SECTION 6.09.  Debt to Cash Flow Ratio.......................................................................62

    SECTION 6.10.  Cash Flow Coverage Ratio......................................................................63

    SECTION 6.11.  Use of Proceeds...............................................................................63

    SECTION 6.12.  ERISA.........................................................................................63

    SECTION 6.13.  Modifications and Prepayments.................................................................63

    SECTION 6.14.  Transactions with Affiliates..................................................................63

    SECTION 6.15.  Other Agreements..............................................................................64

    SECTION 6.16.  Restricted Payments...........................................................................64

    SECTION 6.17.  Limitation on Investments.....................................................................64

    SECTION 6.18.  Change in Business............................................................................65

ARTICLE VII.  EVENTS OF DEFAULT..................................................................................65

ARTICLE VIII.  AGENT.............................................................................................69

ARTICLE IX.  MISCELLANEOUS.......................................................................................72

    SECTION 9.01.  Notices.......................................................................................72

    SECTION 9.02.  Survival of Agreement.........................................................................73

    SECTION 9.03.  Successors and Assigns; Participations........................................................73

    SECTION 9.04.  Expenses; Indemnity...........................................................................76

    SECTION 9.05.  Right of Setoff...............................................................................78

    SECTION 9.06.  Payments on Business Days.....................................................................78

    SECTION 9.07.  Waivers; Amendments...........................................................................79

    SECTION 9.08.  Interest......................................................................................80

    SECTION 9.09.  Severability..................................................................................81

    SECTION 9.10.  APPLICABLE LAW................................................................................81

    SECTION 9.11.  Arbitration...................................................................................81

    SECTION 9.12.  Waiver of Jury Trial, Etc.....................................................................83

    SECTION 9.13.  Waiver of Notices.............................................................................84

    SECTION 9.14.  Confidentiality...............................................................................84

    SECTION 9.15.  SUBMISSION TO JURISDICTION....................................................................85

    SECTION 9.16.  Counterparts..................................................................................85

    SECTION 9.17.  Headings......................................................................................86

    SECTION 9.18.  Nonapplicability Of Chapter 346 et seq........................................................86

    SECTION 9.19.  Waiver Of Consumer Rights.....................................................................86

    SECTION 9.20.  Entire Agreement..............................................................................86
</TABLE>

<PAGE>

EXHIBITS:

EXHIBIT A.........Form of Reducing Revolver Notes
EXHIBIT B.........Form of Revolving Credit Notes
EXHIBIT C.........Form of Borrowing Base Report
EXHIBIT D.........Form of Compliance Certificate
EXHIBIT E.........Form of Opinion of Counsel
EXHIBIT F.........Form of Assignment and Acceptance
EXHIBIT G.........Form of Consent and Ratification - Subsidiaries
EXHIBIT G-1.......Form of Consent and Ratification - Borrower
EXHIBIT H.........Form of Amended and Restated Stock Pledge Agreement
EXHIBIT I.........Form of Borrowing Notice
EXHIBIT J.........Form of Amendment to Collateral Trust Agreement
EXHIBIT K.........Form of Swingline Notes
EXHIBIT L.........Form of Consent of ePacific Incorporated Shareholders


SCHEDULES:

SCHEDULE 1.01.....Existing Letters of Credit
SCHEDULE 2.01(a)..Reducing Revolver Commitments
SCHEDULE 2.01(b)..Revolving Credit Commitments
SCHEDULE 2.02(a)..Domestic Lending Offices
SCHEDULE 2.02(b)..Eurodollar Lending Offices
SCHEDULE 3.06.....Litigation
SCHEDULE 3.09.....Taxes
SCHEDULE 3.10.....ERISA
SCHEDULE 3.14.....Subsidiaries
SCHEDULE 3.15.....Exceptions to Tradenames
SCHEDULE 3.18.....Environmental Law Compliance
SCHEDULE 5.03.....Insurance
SCHEDULE 6.01.....Existing Liens
SCHEDULE 6.02.....Sale and Lease-Back Transactions
SCHEDULE 6.03.....Existing Indebtedness
SCHEDULE 6.06.....Existing Loans and Advances
SCHEDULE 6.17.....Permitted Investments



<PAGE>


                                    EXHIBIT A
                         FORM OF REDUCING REVOLVER NOTE


U.S. $_____________           Dallas, Texas               November       , 2000
                                                                   ------


         FOR VALUE RECEIVED,  the undersigned,  ACE CASH EXPRESS,  INC., a Texas
corporation  (the   "Borrower"),   HEREBY  PROMISES  TO  PAY  to  the  order  of
__________________________________________,     a    ___________________    (the
"Lender"),  for the account of its Applicable Lending Office (as defined in that
certain Amended and Restated Credit  Agreement,  dated as of the date hereof, by
and among the  Borrower,  the Lender,  certain  other  lenders from time to time
parties thereto (collectively,  the "Lenders"), Wells Fargo Bank Texas, National
Association,  a national banking association,  as Agent for the Lenders, Bank of
America,  N.A., a national banking association,  as Syndication Agent, and First
Union National Bank, a national  banking  association,  and The Chase  Manhattan
Bank,  a national  banking  association,  both as Managing  Agents (as  amended,
modified or supplemented from time to time, the "Credit Agreement") (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement) or any other office  designated by the Lender,  the lesser
of (i) the principal sum of _______________________ DOLLARS ($____________),  or
(ii) the aggregate unpaid  principal amount of all Reducing  Revolver Loans made
by the Lender to the Borrower pursuant to the Credit Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
each Reducing  Revolver Loan from the date of such Reducing  Revolver Loan until
such principal  amount is paid in full, at such interest  rates,  and payable at
such times, as are specified in the Credit Agreement.

         Both  principal  and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas,  National  Association,  a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds.  Each Reducing  Revolver Loan made by the Lender
to the Borrower and all payments made on account of principal thereof,  shall be
recorded by the Lender and, prior to any transfer  hereof,  endorsed on the grid
attached  hereto which is part of this  Reducing  Revolver  Note (this  "Note"),
provided, however, that failure of the Lender to make such notation or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
such Reducing Revolver Loans in accordance with the terms of this Note.

         This Note is one of the Reducing  Revolver Notes referred to in, and is
subject to and entitled to the benefits of, the Credit  Agreement.  This Note is
secured  by  the  Collateral  described  in the  Credit  Documents.  The  Credit
Agreement,  among other things, (i) provides for the making of Reducing Revolver
Loans by the Lender to the Borrower  from time to time  pursuant to Section 2.01
of the Credit Agreement in an aggregate  outstanding amount not to exceed at any
time the U.S.  dollar  amount first above  mentioned,  the  indebtedness  of the
Borrower resulting from each such Reducing Revolver Loan being evidenced by this
Note, and (ii) contains  provisions for acceleration of the maturity hereof upon
the happening of certain  stated events and also for  prepayments  on account of
principal  hereof  prior to the  maturity  hereof upon the terms and  conditions
therein specified.
<PAGE>

         The Borrower  hereby waives  presentment,  demand,  protest,  notice of
intent to accelerate,  notice of acceleration  and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in  exercising,  any rights  hereunder  on the part of the holder  hereof  shall
operate as a waiver of such rights.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF TEXAS  (EXCEPT  THAT THE  PROVISIONS  OF CHAPTER 346 OF THE
TEXAS FINANCE CODE,  WHICH  REGULATES  CERTAIN  REVOLVING  CREDIT LOAN ACCOUNTS,
SHALL NOT APPLY TO THIS NOTE).

                                     ACE CASH EXPRESS, INC.



                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

<PAGE>
<TABLE>
<CAPTION>
                                                           LOANS, MATURITIES
                                                AND PAYMENTS OF PRINCIPAL AND INTEREST
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                        Rate of        Amount of        Amount of
                     Amount and        Interest        Principal      Interest Paid       Unpaid
 Borrowing Date     Type of Loan     Applicable to      Paid or        or Prepaid        Principal     Notation Made
                                         Loan           Prepaid                           Balance            By
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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</TABLE>

<PAGE>

                                  EXHIBIT B
                          FORM OF REVOLVING CREDIT NOTE


U.S. $_____________              Dallas, Texas             November       , 2000
                                                                   ------


         FOR VALUE RECEIVED,  the undersigned,  ACE CASH EXPRESS,  INC., a Texas
corporation  (the   "Borrower"),   HEREBY  PROMISES  TO  PAY  to  the  order  of
__________________________________________,     a    ___________________    (the
"Lender"),  for the account of its Applicable Lending Office (as defined in that
certain Amended and Restated Credit  Agreement,  dated as of the date hereof, by
and among the  Borrower,  the Lender,  certain  other  lenders from time to time
parties thereto (collectively,  the "Lenders"), Wells Fargo Bank Texas, National
Association,  a national banking association,  as Agent for the Lenders, Bank of
America,  N.A., a national banking association,  as Syndication Agent, and First
Union National Bank, a national  banking  association,  and The Chase  Manhattan
Bank,  a national  banking  association,  both as Managing  Agents (as  amended,
modified or supplemented from time to time, the "Credit Agreement") (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement) or any other office  designated by the Lender,  the lesser
of (i) the principal sum of _______________________ DOLLARS ($____________),  or
(ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by
the Lender to the Borrower pursuant to the Credit Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
each  Revolving  Credit Loan from the date of such  Revolving  Credit Loan until
such principal  amount is paid in full, at such interest  rates,  and payable at
such times, as are specified in the Credit Agreement.

         Both  principal  and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas,  National  Association,  a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas 75093, in same day funds. Each Revolving Credit Loan made by the Lender to
the  Borrower and all payments  made on account of principal  thereof,  shall be
recorded by the Lender and, prior to any transfer  hereof,  endorsed on the grid
attached  hereto  which is part of this  Revolving  Credit  Note (this  "Note"),
provided, however, that failure of the Lender to make such notation or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
such Revolving Credit Loans in accordance with the terms of this Note.

         This Note is one of the Revolving  Credit Notes  referred to in, and is
subject to and entitled to the benefits of, the Credit  Agreement.  This Note is
secured  by  the  Collateral  described  in the  Credit  Documents.  The  Credit
Agreement,  among other things,  (i) provides for the making of Revolving Credit
Loans by the Lender to the Borrower  from time to time  pursuant to Section 2.01
of the Credit Agreement in an aggregate  outstanding amount not to exceed at any
time the U.S.  dollar  amount first above  mentioned,  the  indebtedness  of the
Borrower  resulting from each such Revolving Credit Loan being evidenced by this
Note, and (ii) contains  provisions for acceleration of the maturity hereof upon
the happening of certain  stated events and also for  prepayments  on account of
principal  hereof  prior to the  maturity  hereof upon the terms and  conditions
therein specified.
<PAGE>


         The Borrower  hereby waives  presentment,  demand,  protest,  notice of
intent to accelerate,  notice of acceleration  and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in  exercising,  any rights  hereunder  on the part of the holder  hereof  shall
operate as a waiver of such rights.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF TEXAS  (EXCEPT  THAT THE  PROVISIONS  OF CHAPTER 346 OF THE
TEXAS FINANCE CODE,  WHICH  REGULATES  CERTAIN  REVOLVING  CREDIT LOAN ACCOUNTS,
SHALL NOT APPLY TO THIS NOTE).

                                      ACE CASH EXPRESS, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------




<PAGE>
<TABLE>
<CAPTION>
                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                        Rate of        Amount of        Amount of
                     Amount and        Interest        Principal      Interest Paid       Unpaid
 Borrowing Date     Type of Loan     Applicable to      Paid or        or Prepaid        Principal     Notation Made
                                         Loan           Prepaid                           Balance            By
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

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

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

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

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

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

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

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

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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</TABLE>

<PAGE>



                                    EXHIBIT C

                          FORM OF BORROWING BASE REPORT

Borrowing  Base Report for Week  Beginning  Sunday  _________,  200__ and Ending
Saturday __________, 200__ (the "Prior Week"):

All capitalized terms used herein,  unless otherwise defined herein,  shall have
the meanings set forth in that certain  Amended and Restated  Credit  Agreement,
dated as of November ___, 2000, by and among ACE Cash Express, Inc., Wells Fargo
Bank Texas,  National Association,  as Agent, Bank of America,  N.A., a national
banking association, as Syndication Agent, First Union National Bank, a national
banking   association,   and  The  Chase  Manhattan  Bank,  a  national  banking
association,  both as Managing  Agents,  and the other Lenders party thereto (as
amended, modified or supplemented from time to time, the "Agreement").

1.  Calculation of Cash Holdings and  Subsidiaries'  Cash Holdings as of the end
    of the Prior Week:

     a.  Cash in Borrower's and  Subsidiaries'  stores as of
         the end of the Prior Week                             $________
     b.  Cash in  Borrower's  and  Subsidiaries'  depository
         accounts with Agent as of the end of the Prior Week   $________
     c.  Cash in  Borrower's  and  Subsidiaries'  depository
         accounts with Other  Financial  Institutions  as of
         the end of the Prior Week                             $________
     d.  Items in clearing  at Agent and at Other  Financial
         Institutions  as of  the  end  of  the  Prior  Week   $________
     e.  Cash of Borrower and  Subsidiaries  in transit with
         armored  couriers  as of the end of the Prior  Week   $________
     f.  Total Cash Holdings and Subsidiaries' Cash Holdings
         as of the end of the Prior Week (sum of a.  through
         e. above)                                                     $________

2.  Less:   Aggregate  amount  owed  to  Travelers   Express
    Company, Inc. (the "Money Order Supplier") as of the end
    of the Prior Week                                                  $________

3.  Equals:  Amount Available for Borrowing,  subject to the
    terms of the  Agreement,  before taking into account the
    outstanding  principal  amount of all  Revolving  Credit
    Loans and Swingline Loans                                          $
                                                                        ========
4.  Less: Aggregate principal amount of all Revolving Credit
    Loans and Swingline  Loans  outstanding as of the end of
    the Prior Week                                                     $________

5.  Equals:  Net Amount Available for Borrowing,  subject to
    the terms of the Agreement,  if positive, or amount due,
    if negative                                                        $
                                                                        ========
The undersigned hereby certifies that the above information and computations are
true and correct and not misleading as of the date hereof.


ACE CASH EXPRESS, INC.


By:________________________________
Name:______________________________
Title:_______________________________
Date:_______________________________


<PAGE>

                                    EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

                  FINANCIAL COVENANT AND COMPLIANCE CERTIFICATE
         FOR CURRENT REPORTING PERIOD BEGINNING ___________, _______ AND
                  ENDING __________, _______ ("CURRENT PERIOD")



All capitalized terms used herein,  unless otherwise defined herein,  shall have
the meanings set forth in that certain  Amended and Restated  Credit  Agreement,
dated as of November ___, 2000, by and among ACE Cash Express, Inc., Wells Fargo
Bank Texas,  National Association,  as Agent, Bank of America,  N.A., a national
banking association, as Syndication Agent, First Union National Bank, a national
banking   association,   and  The  Chase  Manhattan  Bank,  a  national  banking
association,  both as Managing Agents, and the other Lenders parties thereto (as
amended, modified, or supplemented, the "Agreement").

FINANCIAL COVENANTS.

                                                            Indicate  Compliance

1.   Net  Worth.  The  Borrower  will  not and will not
     cause or permit any of its  Subsidiaries  and,  in
     the case of Section 6.12 of the Credit  Agreement,
     any  ERISA   Affiliate  to,  either   directly  or
     indirectly,  at any time permit its Net Worth on a
     Consolidated  basis to be less than the sum of (a)
     fifty  million  dollars  ($50,000,000),  plus  (b)
     seventy-five  percent  (75%) of the Net  Income of
     Borrower and its  Subsidiaries  accruing  from and
     after the Closing  Date during any fiscal  quarter
     (excluding  the results of any fiscal  quarters in
     which  there was a net  loss),  plus (c) an amount
     equal  to  one  hundred   percent  (100%)  of  the
     proceeds of any equity  offering  (net of offering
     and   professional   fees  and  expenses)  by  the
     Borrower  or  any of  its  Subsidiaries  occurring
     after the Closing Date.                                     Yes     No

   Calculation                                            $50,000,000

         Plus:     75%  of  cumulative  Net  Income
                   accruing  after the Closing Date
                   (excluding the aggregate  amount
                   of any  losses  incurred  during
                   any calendar quarters  occurring
                   after the Closing Date)
         Plus:     Net proceeds of equity offerings   $ __________________
         Equals:   Minimum Net Worth
                                                      $ __________________

                                                      $
                                                        ==================



                                                               Actual
  Calculation      Total capital stock                  $ _________________
                   Plus:     Paid-in capital            $ __________________
                   Plus:     Retained Earnings          $ __________________
                   Minus:    Treasury Stock             $ __________________
                   Equals:   Net Worth                  $
                                                          ==================

2.   EBITDA.  The Borrower  will not and will not cause
     or permit any of its Subsidiaries and, in the case
     of Section 6.12 of the Credit Agreement, any ERISA
     Affiliate to, either directly or indirectly, as of
     the end of any fiscal  quarter,  permit its EBITDA
     on  a  Consolidated  basis  for  the  four-quarter
     period  ending  on the  last  day of  such  fiscal
     quarter  to be less  than 85% of its  EBITDA  on a
     Consolidated  basis  for the  four-quarter  period
     ending   on  the  last  day  of  the   immediately
     preceding fiscal quarter.
                                                                 Yes     No
<PAGE>
                                               Required



  Calculations
               a. Consolidated EBITDA for four consecutive
               fiscal quarter period ending on immediately
               preceding Calculation Date*                 $____________________
               b.  Multiplied by                                      0.85
               c.  Required EBITDAs                        $
                                                            ====================

              Actual Consolidated EBITDA for four previous
              fiscal quarter period ending on Calculation
              Date**                                       $____________________

              *Calculation  of  Consolidated  EBITDA
              for four  consecutive  fiscal  quarter
              period ending on immediately preceding
              Calculation Date

              Net Income for such period                   $____________________
              Plus: Interest Expense for such period
                                                           $--------------------
              Plus:     Federal,  state and local income
                        taxes for such period              $____________________
              Plus:     Depreciation,  Amortization  and
                        other non-cash  charges for such
                        period                             $____________________
              Minus:    Extraordinary gains for such
                        period                             $____________________
              Equals:   EBITDA for such period             $
                                                            ====================

              **Calculation  of Consolidated  EBITDA
              for four fiscal  quarter period ending
              on Calculation Date.

              Net Income for such period                   $____________________
              Plus: Interest Expense for such period       $____________________
              Plus:  Federal,  state and local income
                     taxes for such period                 $____________________
              Plus:  Depreciation,  Amortization  and
                     other non-cash  charges for such
                     period                                $____________________
              Minus: Extraordinary gains for such
              period                                       $____________________
              Equals:   EBITDA for such period             $
                                                            ====================
<PAGE>

3.   Debt to Cash Flow Ratio. The Borrower will not and
     will not cause or permit  any of its  Subsidiaries
     and,  in the case of  Section  6.12 of the  Credit
     Agreement, any ERISA Affiliate to, either directly
     or indirectly,  permit its Debt to Cash Flow Ratio
     on a  Consolidated  basis  to be  equal to or more
     than 2.00:1.00.                                             Yes     No


        Calculation      Funded Indebtedness                 $ _________________
                         EBITDA                              $ _________________

                         Funded Indebtedness/EBITDA
                         (Debt to Cash Flow Ratio)           = ________  to 1.00

4.   Cash Flow  Coverage  Ratio.  The Borrower will not
     and  will  not   cause  or   permit   any  of  its
     Subsidiaries,  and in the case of Section  6.12 of
     the  Credit  Agreement,  any ERISA  Affiliate  to,
     either  directly  or  indirectly,  permit its Cash
     Flow Coverage Ratio on a Consolidated  basis to be
     less than  __________:  1.00 as of  _____________.          Yes     No

Calculation:   Adjusted Cash Flow:  EBITDA for 12
               consecutive month period ending on such
               Calculation Date                                     $ __________
               Minus:    Nondiscretionary Capital
                         Expenditures for 12 consecutive
                         month period ending on such
                         Calculation Date                           $ __________
               Minus:    Federal, state and local taxes
                         paid for 12 consecutive month
                         period ending on such Calculation          $ __________
                         Date
               Minus:    Dividends for 12 consecutive month
                         period ending on such Calculation
                         Date                                       $ __________
               Minus:    Withdrawals for 12 consecutive
                         month period ending on such
                         Calculation Date                           $ __________
               Minus:    Treasury stock purchased during 12
                         consecutive month period ending on
                         such Calculation Date                      $ __________
              Plus:      Rent expense during 12 consecutive
                         month period ending on such
                         Calculation Date                           $ __________

               Equals:   Adjusted Cash Flow                         $
                                                                      ==========
              Adjusted Expenditures: Interest Expense for
              12 consecutive month period ending on such
              Calculation Date                                      $ __________
<PAGE>


              Plus:      Current portion of Capitalized
                         Lease Obligations                          $ __________
              Plus:     Current portion of long term debt           $ __________
              Plus:     Rent expense                                $ __________
              Equals:   Adjusted Expenditures                       $ __________
              Adjusted Cash Flow/Adjusted Expenditures
              (Cash Flow Coverage Ratio)                         = ______to 1.00


FINANCIAL STATEMENTS AND REPORTS:

a.   Annual   CPA   audited   FYE    consolidated   and
     consolidating financial statements with Compliance
     Certificate  and SEC Form 10-K on or before ninety
     (90) days after FYE.                                        Yes     No


b.   Quarterly unaudited consolidated and consolidating
     financial  statements with Compliance  Certificate
     and SEC Form 10-Q within  forty-five  (45) days of
     each quarter end (except for fourth quarter).               Yes     No

The undersigned hereby certifies that the above information and computations are
true and correct and not  misleading  as of the date hereof,  and that since the
date of the Borrower's most recent Compliance Certificate (if any):

                     No  Default  or Event of  Default  has  occurred  under the
                     Agreement  during the Current  Period,  or been  discovered
                     from a prior period, and not
     _______         reported.

                     A Default  or Event of  Default  (as  described  below) has
                     occurred  during the Current Period or has been  discovered
                     from a prior period and is
     _______         being reported for the first time.

      Description of Default or Event of Default:_______________________________

ACE CASH EXPRESS, INC.

By:  ___________________________________________
Name:  _________________________________________
Title:  ________________________________________
Date:  _________________________________________


<PAGE>

                                   EXHIBIT E

                           FORM OF OPINION OF COUNSEL

                                                                November 9, 2000


Wells Fargo Bank Texas,
National Association, for Itself
   and as Agent for Other Lenders
   Party to the Credit Agreement
4975 Preston Park Boulevard
Suite 280
Plano, Texas 75093


Ladies and Gentlemen:

         We  have  served  as  counsel  to  Ace  Cash  Express,  Inc.,  a  Texas
corporation (the "Company"),  in connection with the Amended and Restated Credit
Agreement  dated as of November  9, 2000,  among the  Company,  Wells Fargo Bank
Texas, National Association ("WFB"), as Agent for itself and other lenders party
to the Amended and Restated  Credit  Agreement (WFB and such other lenders being
referred to  collectively as "Lenders"),  Bank of America,  N.A., as Syndication
Agent and First Union  National  Bank and The Chase  Manhattan  Bank as Managing
Agents, and Lenders (the "Credit Agreement"),  amending and restating the Credit
Agreement,  dated as of July 31, 1998 (the "Original Credit  Agreement"),  among
the Company, WFB as Agent for itself and the other lenders party to the Original
Credit  Agreement (WFB and such other lenders being referred to  collectively as
"Original Lenders"),  and Original Lenders, as amended by the First Amendment to
Credit Agreement dated as of December 16, 1998, among the Company,  WFB as Agent
for itself and the other Original  Lenders,  and Original Lenders and as amended
by the Second  Amendment to Credit  Agreement dated as of November 18, 1999, but
effective as of December 15, 1999.  The Credit  Agreement  provides  for,  among
other things, a Revolving Credit  Commitment in an amount of up to $155,000,000,
a Reducing Revolver Credit Commitment of up to $65,000,000, and a Swingline Loan
facility of up to $25,000,000.  This opinion letter is being delivered  pursuant
to Section 4.02(a) of the Credit  Agreement.  The capitalized terms used and not
defined herein have the respective meanings specified by the Credit Agreement.


         In the course of our  representation as such counsel,  we have examined
the following documents:

              (a) the Credit Agreement;

              (b) the Revolving  Credit Notes,  dated as of November 9, 2000, in
         substantially the form of Exhibit B to the Credit Agreement ("Revolving
         Credit Notes") and the Reducing  Revolver Notes dated as of November 9,
         2000,  in  substantially  the form  attached as Exhibit A to the Credit
         Agreement   ("Reducing  Revolver  Notes,"  and  collectively  with  the
         Revolving Credit Notes, the "Notes");

              (c)  the  Amendment  to  Amended  and  Restated  Collateral  Trust
         Agreement  dated as of November 9, 2000,  among the Company,  Principal
         Life  Insurance  Company,  Travelers  Express  Company,  Inc.,  and the
         Collateral Trustee as required by the Credit Agreement (the "Collateral
         Trust Agreement Amendment");


              (d) the  Consent  and  Ratification  dated as of November 9, 2000,
         executed  by the  Company as  required  by the Credit  Agreement  ("the
         Company Consent");

              (e) the  Consent  and  Ratification  dated as of November 9, 2000,
         executed by the Company's direct and indirect wholly owned subsidiaries
         (collectively,  "Subsidiaries"),  other than Public  Currency,  Inc., a
         California  corporation ("Public Currency"),  as required by the Credit
         Agreement (the "Ratification Agreement");

              (f) the Additional  Subsidiaries  Supplement to Guaranty Agreement
         dated as of November 9, 2000,  executed by Public  Currency as required
         by the Credit Agreement (the "Supplement");

              (g) the Amended and Restated  Stock Pledge  Agreement  dated as of
         November  9, 2000  executed  by the  Company as  required by the Credit
         Agreement (the "Stock Pledge Agreement");

              (h) the Collateral  Assignment of Purchase  Agreement  dated as of
         November 9, 2000 relating to the U.S. Money Order  Purchase  Agreement,
         executed by the Company and U.S.  Money Order as required by the Credit
         Agreement (the "Collateral Assignment of Purchase Agreement");

              (i) the Company's Restated Articles of Incorporation, as in effect
         on the date  hereof,  the  Company's  Bylaws  as in  effect on the date
         hereof, and the minute books of the Company; and

              (j) originals,  or copies certified or otherwise identified to our
         satisfaction,   of  such  other  documents,  records,  instruments  and
         certificates  of  public  officials  as we  have  deemed  necessary  or
         appropriate to enable us to render the opinions expressed herein.

         The  Credit  Agreement,  the  Notes,  the  Collateral  Trust  Agreement
Amendment, the Company Consent, the Collateral Assignment of Purchase Agreement,
and the Stock Pledge  Agreement are hereinafter  referred to collectively as the
"Financing Documents."

         In rendering our opinions  herein,  we have assumed that all signatures
(other than signatures of officers of the Company on the Financing Documents, of
the Subsidiaries other than Public Currency on the Ratification  Agreement,  and
of Public Currency on the Supplement) are genuine,  that all documents submitted
to us as originals are genuine,  that all copies  submitted to us conform to the
genuine  originals,  that all natural  Persons have legal  capacity,  and, as to
documents  executed  by or on behalf of Persons  other  than the  Company or the
Subsidiaries:

              (a) that each such Person  executing  such documents had the power
         to enter into and perform its obligations under such documents; and

              (b) that such  documents have been duly  authorized,  executed and
         delivered  by,  and are  binding  upon and  enforceable  against,  such
         Persons.

We have no knowledge that our assumptions are incorrect.

         As to various  questions  of fact  material to the  opinions  expressed
herein,  we have relied,  without  independently  verifying  the accuracy of the
information contained therein, upon:

              (a) warranties and  representations  as to certain factual matters
         contained in the Financing Documents,  the Ratification Agreement,  and
         the Supplement; and

              (b)  certificates  of one or more  officers of the Company and the
         Subsidiaries and other Persons.

         As used in this opinion letter, expressions (in any form) regarding our
"knowledge" refer to what is in the actual current  consciousness of the lawyers
in this Firm who have,  in the  course of our  representation  described  above,
either reviewed to a significant extent the records and documents made available
to this Firm by, or made  significant  inquiries of the officers of the Company,
and are not  based  on any  independent  factual  investigation  solely  for the
purpose of rendering the opinions expressed herein. Further, as indicated below,
one of the Company's  shareholders (who is not involved in the management of the
business of the Company and who was not  involved in this  representation)  is a
partner of this Firm; however,  any information  regarding the Company which may
be imputed to such partner  solely by virtue of his status as a  shareholder  of
the Company shall not constitute actual knowledge of this Firm.

         Based on the foregoing, and subject to the exceptions,  limitations and
qualifications set forth below, we are of the following opinions:

         1. The Company is a corporation duly  incorporated,  validly  existing,
and in good standing  under the laws of the State of Texas and has all requisite
corporate  power and  authority to conduct its business as now  conducted and to
own its property.

         2. Each of the  Subsidiaries is a corporation  validly  existing and in
good standing under the laws of its state of incorporation.

         3. (a) The Company has the requisite corporate power and authority to
execute and deliver each of the Financing Documents and to perform its
obligations set forth in each of the Financing Documents.

              (b) Each of the Subsidiaries,  other than Public Currency, has the
         requisite  corporate  power and  authority  to execute  and deliver the
         Ratification  Agreement and to perform its obligations set forth in the
         Ratification Agreement.

              (c) Public Currency has the requisite corporate power and
         authority to execute and deliver the Supplement and to perform its
         obligations set forth in the Supplement.

         4. (a) Each of the Financing  Documents has been duly authorized by all
necessary  corporate action on the part of the Company and has been executed and
delivered by a duly authorized officer of the Company.

              (b) The  Ratification  Agreement  has been duly  authorized by all
         necessary  corporate action on the part of each Subsidiary,  other than
         Public  Currency,  and  has  been  executed  and  delivered  by a  duly
         authorized officer of that Subsidiary.

              (c) The  Supplement  has been  duly  authorized  by all  necessary
         corporate  action on the part of Public  Currency and has been executed
         and delivered by a duly authorized officer of Public Currency.


         5. (a) Each of the  Financing  Documents  is  enforceable  against  the
Company in accordance with its terms.

              (b) The Ratification  Agreement is enforceable against each of the
         Subsidiaries, other than Public Currency, in accordance with its terms.

              (c) The  Supplement  is  enforceable  against  Public  Currency in
         accordance with its terms.

         6. To our knowledge,  there is no judgment,  action, suit,  proceeding,
inquiry,  order or  investigation,  at law or in  equity,  before  any  court or
federal  or  state   agency,   authority  or  regulatory   body   ("Governmental
Authority"),  arbitration  board  or  tribunal  (any  such  court,  Governmental
Authority,  arbitration  board  or  tribunal  being  herein  referred  to  as  a
"Tribunal"),  pending or overtly threatened (by written  communication)  against
the  Company or any one or more of the  Subsidiaries  which  seeks to affect the
enforceability of the Financing Documents,  the Ratification  Agreement,  or the
Supplement.

         7. The execution and delivery of each of the Financing Documents by the
Company,  the  performance by the Company of each of its  obligations  under the
Financing Documents, the execution and delivery of the Ratification Agreement or
(in the case of Public  Currency only) the Supplement by each Subsidiary and the
performance  by  each  Subsidiary  of its  obligations  under  the  Ratification
Agreement or (in the case of Public Currency) the Supplement will not constitute
a violation of , result in a breach of any  provision  of,  constitute a default
under,  or result in the  creation or  imposition  of any Lien (other than Liens
permitted by Section 6.01 of the Credit  Agreement)  upon any of the property of
the Company or any Subsidiary  pursuant to (a) the currently  effective articles
or certificate of incorporation  and bylaws of the Company or the  Subsidiaries,
(b) any applicable  statute,  rule or regulation of the United States of America
or the State of Texas to which the Company or any Subsidiary is subject, (c) any
agreement for borrowed money entered into by the Company or (assuming receipt of
the  consent  described  in  Section  5.17 of the  Credit  Agreement)  any other
material agreement or instrument to which the Company is a party or by which any
material part of its properties may be bound, or (d) to our knowledge, any order
of any Tribunal addressed to and now binding on the Company.

         8.  Except  for any  required  filings  of  financing  statements,  all
consents,  approvals and authorizations of, and all designations,  declarations,
filings,  registrations,  qualifications  and  recordations  with,  Governmental
Authorities  of the United  States of America or the State of Texas  required on
the part of the Company and the Subsidiaries in connection with their respective
execution  and delivery of each of the  Financing  Documents,  the  Ratification
Agreement, and the Supplement have been obtained.

         9. The  Company's  intended  use of the  proceeds of the Notes will not
violate any of Regulations G, T and X of the Federal Reserve Board.

         10. The Company:

              (a) is not an  "investment  company"  within  the  meaning  of the
         Investment Company Act of 1940, as amended;

              (b) is not a "holding  company"  or an  "affiliate"  of a "holding
         company,"  or a  "subsidiary  company"  of a  "holding  company,"  or a
         "public  utility"  within the  meaning of the  Public  Utility  Holding
         Company Act of 1935, as amended; and

              (c) is not subject to regulation under the Transportation  Acts of
         the United States or the Federal Power Act.

         The  opinions  expressed  herein are subject to the
following exceptions, limitations, and qualifications:

         A. We have  assumed  that the  Financing  Documents,  the  Ratification
Agreement, and the Supplement have been duly authorized, executed, and delivered
by or  on  behalf  of  each  other  Person  (other  than  the  Company  and  the
Subsidiaries)  that is or is to be a party thereto and are  enforceable  against
each such other Person to the extent that they purport to be.

         B. The  enforceability  of the  obligations  of the  Company  under the
Financing Documents and the enforceability of the respective  obligations of the
Subsidiaries  under the  Ratification  Agreement and (regarding  Public Currency
only)  the   Supplement   may  be   limited   by  (i)   applicable   bankruptcy,
reorganization, arrangement, insolvency, moratorium, or fraudulent conveyance or
fraudulent transfer laws,  including (without limitation) the Uniform Fraudulent
Transfer Act as in effect in the State of Texas and the United States Bankruptcy
Code, or similar laws affecting the enforcement of creditors'  rights generally,
and (ii) general  principles of equity and the discretion of a court in granting
equitable remedies (whether  enforceability is considered in a proceeding at law
or in equity). Further, certain of the remedial, waiver, and other provisions of
the  Financing  Documents,  the  Ratification  Agreement,  and  the  Supplement,
including  (without  limitation)  those  identified  in  Paragraph C, may not be
enforceable,  but such  unenforceability  will not, in our judgment,  render the
Financing Documents,  the Ratification Agreement, or the Supplement invalid as a
whole or  substantially  interfere with the  realization of the principal  legal
benefits purported to be conferred by the Financing Documents,  the Ratification
Agreement, or the Supplement,  except to the extent of any procedural delay that
may result therefrom.

         C. We express no opinion as to the  enforceability of provisions in the
Financing Documents,  the Ratification Agreement, or the Supplement (i) granting
any security interest for future  indebtedness or liabilities not now within the
reasonable  contemplation of the parties  thereto,  (ii) purporting to establish
evidentiary  standards,  (iii)  relating to delay or omission of  enforcement of
remedies, (iv) purporting to reserve the right to remove or exclude Persons from
any property of the Company or to take possession of any property of the Company
as a self-help remedy other than as permitted by Chapter 9 of the Texas UCC, (v)
purporting to confer or restrict equitable remedies,  (vi) purporting to grant a
Person a power to take  actions  on  behalf  of the  Company  for such  Person's
benefit or protection  to the extent such Person could not  otherwise  take such
actions,  (vii)  purporting  to prohibit  or  restrict  transfer of title to, or
further Liens on, any property of the Company,  (viii) relating to waivers, (ix)
purporting   to  specify  or  dictate   any   interpretation   or   standard  of
interpretation  applicable to any of the Financing  Documents,  the Ratification
Agreement,  or the  Supplement,  (x) purporting to preserve the liability of any
Person  when the  underlying  obligation  is  unenforceable,  (xi)  relating  to
indemnification,  exculpation,  or  release  of any party  with  respect to such
party's  negligence or wrongful  acts,  (xii)  pursuant to which the Company may
purport to grant you or the Trustee  rights with respect to property that is not
owned by the  Company,  (xiii)  relating to any items of  Collateral  subject to
Section 552 of the United States  Bankruptcy  Code,  (xiv) purporting to dictate
rights to attorneys' fees and other costs to the extent otherwise subject to the
discretion of a court or arbitrator,  (xv) purporting to specify  governing law,
jurisdiction,   forum  selection,  and  immunity  from  jurisdiction,  or  (xvi)
purporting to waive any rights to jury trial.

         D. We have  assumed  that the  terms of the  Financing  Documents,  the
Ratification Agreement,  and the Supplement accurately express the intent of the
Persons who are parties thereto and that all such parties will act in accordance
with,  and will refrain from taking any action that is prohibited  by, the terms
of the Financing Documents, the Ratification Agreement, or the Supplement.

         E. The opinion  expressed in Paragraph 2 regarding  the  existence  and
good  standing of each of the  Subsidiaries  is rendered  solely on the basis of
certificates,  dated as of a recent  date,  of the  appropriate  agencies of the
Subsidiaries' respective states of incorporation,  and the opinion is limited to
the meaning  ascribed to those  certificates  by those  agencies.  The  opinions
expressed  in  Paragraphs  3(b),  3(c),  4(b),  and 4(c)  with  respect  to each
Subsidiary  (and in other  Paragraphs of this opinion  letter to the extent they
include or  comprehend  the matters as to which our  opinions  are  expressed in
Paragraphs 3(b), 3(c), 4(b), and 4(c) with respect to each Subsidiary) are based
solely on certificates received from the appropriate Governmental Authorities of
the States of Arizona,  Florida,  California,  and Washington and on a review of
the Business Corporation Act of the State of Arizona,  1989 Business Corporation
Act of the  State  of  Florida,  the  General  Corporation  Law of the  State of
California,  and  the  Business  Corporation  Act of  the  State  of  Washington
published  in the Aspen Law & Business  compilation  entitled  Corporation  (the
"Other Corporate Statutes").  We have not reviewed any other laws or regulations
of any of the States of Arizona, Florida, California, and Washington (including,
without  limitation,  any  interpretations  of the Other Corporate  Statutes) or
retained  or relied on any  opinion  or advice of local  counsel in any of those
States,  and our  opinions  are limited to our review (as Texas  lawyers) of the
Other Corporate Statutes.

         F. We have not conducted any investigation of any indices,  dockets, or
other records of any Tribunal.

         G. To the extent pertinent to the opinions  expressed  herein,  we have
relied  solely upon the judgment of the  officers of the Company in  determining
materiality.

         H.  We  have  assumed  that  you,  the  Collateral  Trustee,   and  any
representative  acting for you or the Collateral  Trustee in connection with the
Financing Documents,  the Ratification Agreement,  and the Supplement have acted
in good faith and without notice of any defense  against the  enforcement of any
rights created by the Financing Documents,  the Ratification Agreement,  and the
Supplement.

         I.  We  have   assumed   that  (i)  there  have  been  no   amendments,
modifications,  or waivers of the terms and provisions of the  Collateral  Trust
Agreement,  the Security Agreement, or any of the Guaranty Agreements since July
31, 1998, except as set forth in the Collateral Trust Agreement  Amendment,  the
Company  Consent,  and the Supplement;  (ii) all parties to the Collateral Trust
Agreement,  the  Security  Agreement,  and the Guaranty  Agreements  (the "Prior
Documents")  have strictly  complied with the terms and provisions  thereof,  as
applicable,  since July 31,  1998;  and (iii) no attempt will be made to enforce
against the Company or any Subsidiary any provision of the Prior  Documents that
has been superseded by amendment,  waived,  or  extinguished by performance.  We
express no opinion  herein as to, but have  assumed in  rendering  the  opinions
expressed herein, the authorization,  execution, delivery, and enforceability of
the Prior  Documents.  Nevertheless,  nothing in this  opinion  letter  negates,
withdraws,  or modifies any opinions previously expressed by this Firm regarding
any of the Prior Documents.

         J. We have made no examination or  investigation to verify the accuracy
of any  financial,  accounting,  or statistical  information  furnished or to be
furnished to you concerning the Company, the Subsidiaries,  or any other Person,
and we express no opinion with respect thereto.  Further,  we express no opinion
as to the financial  ability of the Company or the Subsidiaries to satisfy their
respective   obligations  under  the  Financing   Documents,   the  Ratification
Agreement, or the Supplement.

         K. This opinion letter is limited to the matters expressly stated,  and
no opinion other than upon the matters so expressly  stated is implied or may be
inferred.

         L. Except as set forth in Paragraph E, the  opinions  expressed  herein
are  specifically  limited to the laws of the State of Texas and the laws of the
United States of America  applicable to transactions in the State of Texas,  and
we assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.  No opinion is expressed herein with respect to any laws
or regulations of any county, city, locality,  or other political subdivision of
the State of Texas.

M.  Because the  opinions  expressed  in  Paragraph 5 may be
understood   to  include  an  opinion  that  the   Financing
Documents are not usurious contracts under the usury laws of
the   State  of  Texas,   the   following   exceptions   and
qualifications apply:

              (1) No opinion is expressed herein as to any compensation  paid or
         to be paid (or any  commitment  to pay any  compensation),  directly or
         indirectly,  to or for the benefit of the Lenders or any  Affiliate  of
         the Lenders,  whether by the Company or any other Person,  for the use,
         forbearance,  or detention of money,  other than as expressly  provided
         for in the Credit Agreement and the Notes; nor is any opinion expressed
         herein as to the effect that the payment of such  compensation may have
         upon any of the opinions  expressed herein.  Further,  in rendering the
         opinions  expressed  herein,  we have  assumed that the proceeds of any
         extension of credit pursuant to the Credit  Agreement and the Notes are
         and  will be free  of any  requirements  not  contained  in the  Credit
         Agreement and the Notes for reserves,  restricted accounts,  or similar
         restrictions  affecting the principal balance for  interest-calculation
         purposes.

              (2) Because the usury laws of the State of Texas prohibit charging
         and  receiving,  as well as  contracting  for,  interest  in  excess of
         applicable legal ceilings,  in  administering  the Credit Agreement and
         the  Notes,  Lenders  should  at all  times  comply  strictly  with all
         applicable  laws  and  the  usury  savings  provisions  in  the  Credit
         Agreement relating to the calculation, charging, taking, receiving, and
         reserving of  compensation  for the use,  forbearance,  or detention of
         money,  taking into account all amounts that constitute interest or are
         required to be deducted from the  principal  amount of any extension of
         credit to determine  the  principal  balance for  interest  calculation
         purposes.  To insure no violation of the Texas usury laws, in the event
         of an  acceleration  of the Notes and payment thereof prior to the date
         on  which  interest  at  the  rate  of 18%  per  annum  accrues  on the
         outstanding principal balance of the Notes equals or exceeds the sum of
         interest  accrued  on the Notes  plus the  amount of  initial  discount
         thereof, Lenders should comply with the usury savings provisions in the
         Credit Agreement.

         We wish to call to your attention that one of the  shareholders  of the
Company, Larry Schoenbrun, is a partner of this Firm.

         The opinions  expressed herein are given as of the date hereof,  and we
disclaim any  obligation  to advise you or any other Person of any change in any
matter  set  forth  herein.  This  opinion  letter is  delivered  only to you in
connection with the Financing  Documents,  the Ratification  Agreement,  and the
Supplement,  and it may not be used or relied upon by you for any other purpose.
This opinion letter may be relied upon by you and Lenders, but may not be relied
upon,  quoted in whole or in part,  or  otherwise  referred  to in any report or
document  by any other  Person,  nor may it be  furnished  to any other  Person,
without our prior written consent, except that you may furnish copies hereof (a)
to any regulatory authority having jurisdiction over you upon demand of any such
authority,  (b) pursuant to a valid order or legal process of any  Tribunal,  or
(c) in connection  with any legal action to which you are a party arising out of
the Financing Documents, the Ratification Agreement, or the Supplement.

                                  Respectfully submitted,

                                  GARDERE WYNNE SEWELL LLP


                                  By: _____________________________________
                                           Robert W. Bramlette, Partner


<PAGE>

                                   EXHIBIT F

                        FORM OF ASSIGNMENT AND ACCEPTANCE


Reference  is made to the Amended and  Restated  Credit  Agreement,  dated as of
November , 2000 (as amended,  supplemented,  waived or otherwise  modified  from
time to time,  the "Credit  Agreement"),  among ACE Cash Express,  Inc., a Texas
corporation (the "Borrower"), the lenders named in Schedules 2.01(a) and 2.01(b)
thereto (the "Lenders"),  Wells Fargo Bank Texas,  National  Association  (f/k/a
Wells Fargo Bank (Texas), National Association), as Agent (in such capacity, the
"Agent"), Bank of America, N.A., a national banking association,  as Syndication
Agent,  and First Union National Bank, a national banking  association,  and The
Chase Manhattan Bank, a national banking association, both as Managing Agents.

         Unless otherwise defined herein,  terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

         The  Assignor  named on Schedule I (the  "Assignor")  and the  Assignee
named on Schedule I (the "Assignee") agree as follows:

         1. The Assignor  hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Transfer  Effective  Date (as  defined in  Section 4 below),  an  interest  (the
"Assigned  Interest") as specified in Schedule I in and to the Assignor's rights
and obligations  under the Credit  Agreement and the other Credit Documents with
respect to those credit  facilities  provided for in the Credit Agreement as are
set forth on Schedule I (individually, an "Assigned Facility"; collectively, the
"Assigned Facilities"),  in a principal amount for each Assigned Facility as set
forth on Schedule I.

         2. The Assignor (a) makes no  representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in connection with the Credit  Agreement or any other Credit Document
or the execution,  legality,  validity,  enforceability,  perfection,  priority,
genuiness,  sufficiency  or value of the  Credit  Agreement,  any  other  Credit
Document or any other instrument or document furnished  pursuant thereto,  other
than that it is the legal and  beneficial  owner of the interest  being assigned
thereunder  free and clear of any adverse claim upon the interest being assigned
by it  hereunder;  (b)  makes no  representation  or  warranty  and  assumes  no
responsibility with respect to the financial  condition of the Borrower,  any of
the  Guarantors  or any other  obligor or the  performance  or observance by the
Borrower,  any of the Guarantors or any other obligor of any of their respective
obligations under the Credit  Agreement,  any other Credit Document or any other
instrument or document  furnished  pursuant hereto or thereto;  and (c) attaches
the Note(s),  if any, held by it evidencing the Assigned Facilities and requests
that the Borrower  exchange  such Note(s) for a new Note or Notes payable to the
Assignee  and (if  the  Assignor  has  retained  any  interest  in the  Assigned
Facilities)  a new Note or  Notes  payable  to the  Assignor  in the  respective
amounts which reflect the assignment  being made hereby (and after giving effect
to any other assignments  which have become effective on the Transfer  Effective
Date).
<PAGE>

         3.  The  Assignee  (a)  represents  and  warrants  that  it is  legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has  received a copy of the Credit  Agreement  and the other  Credit  Documents,
together with copies of the financial  statements  and such other  documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Assignment and Acceptance;  (c) agrees that it will,
independently  and without  reliance upon the  Assignor,  the Agent or any other
Lender and based on such documents and information as it shall deem  appropriate
at the time,  continue to make its own credit  decisions in taking or not taking
action  under the Credit  Agreement,  the other  Credit  Documents  or any other
instrument or document  furnished  pursuant hereto or thereto;  (d) appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such  powers  and  discretion  under the  Credit  Agreement,  the  other  Credit
Documents  or any other  instrument  or document  furnished  pursuant  hereto or
thereto as are delegated to the Agent by the terms  thereof,  together with such
powers  as are  incidental  thereto;  (e)  agrees  that it will be  bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations  which by the terms of the Credit  Agreement are required to
be performed by it as a Lender;  (f)  specifies as its Domestic  Lending  Office
(and address for notices) and  Eurodollar  Lending  Office the offices set forth
beneath  its name on  Schedule  I; (g)  attaches  the  forms  prescribed  by the
Internal  Revenue  Service of the United States of America  certifying as to the
Assignee's  status for purposes of  determining  exemption from United States of
America  withholding  taxes  with  respect  to all  payments  to be  made to the
Assignee under the Credit  Agreement and its Note(s) or such other  documents as
are  necessary to indicate that all such payments are subject to such rates at a
rate  reduced by an  applicable  tax  treaty,  and (h) agrees  that it will keep
confidential all information with respect to the Borrower furnished to it by the
Borrower or the  Assignor  (other than  information  generally  available to the
public or otherwise  available to the Assignor on a  non-confidential  basis) as
provided in Section 9.14 of the Credit Agreement.

         4. The Transfer  Effective Date of this Assignment and Acceptance shall
be as specified on Schedule I.  Following the execution of this  Assignment  and
Acceptance, it will be delivered to the Agent for acceptance by it and recording
by the Agent pursuant to Section 9.03 of the Credit  Agreement,  and it shall be
effective as of the Transfer  Effective Date (which shall not, unless  otherwise
agreed to by the Agent, be earlier than five (5) Business Days after the date of
such acceptance and recording by the Agent).  The Agent shall give prompt notice
of any such Assignment and Acceptance to the Borrower and the Lenders.

         5. Upon such  acceptance  and  recording,  from and after the  Transfer
Effective  Date,  the Agent shall make all  payments in respect of the  Assigned
Interest (including payments of principal,  interest, fees and other amounts) to
the Assignee  whether such amounts have accrued prior to the Transfer  Effective
Date or accrue  subsequent to the Transfer  Effective Date. The Assignor and the
Assignee  shall make all  appropriate  adjustments  in payments by the Agent for
periods  prior to the Transfer  Effective  Date or with respect to the making of
this assignment directly between themselves.
<PAGE>

         6. From and after the Transfer  Effective  Date, (a) the Assignee shall
be a  party  to the  Credit  Agreement  and,  to the  extent  provided  in  this
Assignment  and  Acceptance,  have  the  rights  and  obligations  of  a  Lender
thereunder  and  under  the  other  Credit  Documents  and shall be bound by the
provisions  thereof and (b) the Assignor  shall,  to the extent provided in this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations  under the Credit  Agreement,  (and,  in case of an  Assignment  and
Acceptance  covering all or the remaining  portion of an  Assignor's  rights and
obligations  under this Agreement,  such Lender shall cease to be a party to the
Credit  Documents),  but  shall  nevertheless  continue  to be  entitled  to the
benefits of Sections 2.10, 2.11, 2.12, 2.15 and 9.04 thereof.

         7.  Notwithstanding  any other provision hereof, if the consents of the
Borrower  and the Agent  hereto are  required  under  Section 9.03 of the Credit
Agreement,  this  Assignment and Acceptance  shall not be effective  unless such
consents shall have been obtained as evidenced by Schedule I attached hereto.

         8. This Assignment and Acceptance shall be governed by and construed in
accordance  with the laws of the State of Texas without regard to the principles
of conflict of laws thereof.

         9. This Assignment and Acceptance may be executed by one or more of the
parties to this Assignment and Acceptance on any number of separate counterparts
(including  by  facsimile  transmission),  and  all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have caused this Assignment and
Acceptance  to be executed as of the date  indicated by the  signatures of their
respective duly authorized officers on Schedule I hereto.



<PAGE>

                                SCHEDULE I to the
                            Assignment and Acceptance

         Re: Amended and Restated Credit Agreement, dated as of November , -----
         2000,  among ACE Cash  Express,  Inc.,  the  Lenders  named in Schedule
         2.01(a)  and  Schedule  2.01(b)  thereto,  and Wells  Fargo Bank Texas,
         National Association, as Agent

Name of Assignor:
                   -------------------------------------------------------------

Name of Assignee:
                   -------------------------------------------------------------

Transfer Effective Date of Assignment:
                                        ----------------------------------------

    Credit                          Principal                     Commitment
Facility Assigned                Amount Assigned             Percentage Assigned
-----------------               -----------------           --------------------

Reducing Revolving
Credit Commitment                   $                                         %
                                     --------------              -------------

Revolving Credit Commitment         $                                         %
                                     --------------              -------------


[NAME OF ASSIGNEE]                                        [NAME OF ASSIGNOR]



By:                                     By:
     ----------------------------           ------------------------------------
Name:                                   Name:
       --------------------------              ---------------------------------
Title:                                  Title:
        -------------------------               --------------------------------
Date:                                   Date:
       --------------------------              ---------------------------------


Domestic Lending Office:                Eurodollar Lending Office:


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

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

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




<PAGE>




Accepted for recording in the Register:   Consented to:

WELLS FARGO BANK TEXAS,                   ACE CASH EXPRESS, INC.
NATIONAL ASSOCIATION,
as Agent



By:                                       By:
     ------------------------------            ---------------------------------
Name:                                     Name:
       ----------------------------              -------------------------------
Title:                                    Title:
        ---------------------------               ------------------------------
Date:                                     Date:
       ----------------------------              -------------------------------


<PAGE>


                                   EXHIBIT G

                            CONSENT AND RATIFICATION

Reference is made to that certain Amended and Restated Credit  Agreement,  dated
as of November 9, 2000 (as amended, increased, restated, supplemented, waived or
otherwise  modified from time to time, the "Credit  Agreement"),  among ACE Cash
Express,  Inc.,  a Texas  corporation  (the  "Borrower"),  the lenders  named in
Schedules  2.01(a) and 2.01(b) thereto (the "Lenders"),  Wells Fargo Bank Texas,
National Association (f/k/a Wells Fargo Bank (Texas), National Association),  as
Agent for the Lenders (in such capacity, the "Agent"),  Bank of America, N.A., a
national  banking  association,  as Syndication  Agent, and First Union National
Bank, a national banking  association,  and The Chase Manhattan Bank, a national
banking association, both as Managing Agents.

         Unless otherwise defined herein,  terms defined in the Credit Agreement
         and used  herein  shall have the  meanings  given to them in the Credit
         Agreement.  Each of the undersigned hereby consents to the terms of the
         Credit  Agreement,  confirms  and  ratifies  the terms of that  certain
         Unconditional Guaranty Agreement dated as of December 16, 1998 executed
         by each of the undersigned (the "Guaranty"),  and acknowledges that its
         Guaranty  is in  full  force  and  effect,  that  it  has  no  defense,
         counterclaim,  set-off or any other  claim to  diminish  its  liability
         under  its   Guaranty,   that  its  consent  is  not  required  to  the
         effectiveness  of the  Credit  Agreement,  and that no consent by it is
         required for the effectiveness of any future  amendment,  modification,
         forbearance or other action with respect to the Loans,  the Collateral,
         or  any of the  Credit  Documents.  Furthermore,  Check  Express,  Inc.
         confirms and ratifies the terms of that certain Stock Pledge  Agreement
         dated as of December 16, 1998 executed by Check Express,  Inc. in favor
         of Wilmington Trust Company (the "Stock Pledge"), and acknowledges that
         the Stock  Pledge is in full force and effect,  that it has no defense,
         counterclaim,  set-off or any other  claim to  diminish  its  liability
         under the Stock Pledge.

         Executed as of November 9, 2000.

                                   GUARANTORS:

                                        Q.C. & G. FINANCIAL, INC.
                                        CHECK EXPRESS, INC.
                                        CHECK EXPRESS FLORIDA, INC.
                                        CHECK EXPRESS FINANCE, INC.
                                        CHECK-X-CHANGE CORPORATION
                                        CHECK EXPRESS SOUTH CAROLINA, INC.
                                        PETERLYN, INC.
                                        CHECK EXPRESS USA, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>

                                   EXHIBIT GI

                            CONSENT AND RATIFICATION

Reference is made to that certain Amended and Restated Credit  Agreement,  dated
as of November 9, 2000 (as amended, increased, restated, supplemented, waived or
otherwise  modified from time to time, the "Credit  Agreement"),  among ACE Cash
Express,  Inc.,  a Texas  corporation  (the  "Borrower"),  the lenders  named in
Schedules  2.01(a) and 2.01(b)  thereto  (the  "Lenders"),  and Wells Fargo Bank
Texas,   National   Association  (f/k/a  Wells  Fargo  Bank  (Texas),   National
Association),  as Agent for the Lenders (in such capacity, the "Agent"), Bank of
America,  N.A., a national banking association,  as Syndication Agent, and First
Union National Bank, a national  banking  association,  and The Chase  Manhattan
Bank, a national banking association, both as Managing Agents.

         Unless otherwise defined herein,  terms defined in the Credit Agreement
         and used  herein  shall have the  meanings  given to them in the Credit
         Agreement.  The Borrower hereby confirms and ratifies the terms of that
         certain  Amended  and  Restated  Assignment  of  Deposit  Accounts  and
         Security  Agreement  dated as of July  31,  1998  but  effective  as of
         December 16, 1998 executed by the Borrower and the  Collateral  Trustee
         (the  "Security   Agreement"),   and  acknowledges  that  the  Security
         Agreement  is in  full  force  and  effect,  that  it has  no  defense,
         counterclaim,  set-off or any other  claim to  diminish  its  liability
         under the Security Agreement.

         Executed as of November 9, 2000.

                                    BORROWER:

                                     ACE CASH EXPRESS, INC.



                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------
<PAGE>

                                   EXHIBIT H

              FORM OF AMENDED AND RESTATED STOCK PLEDGE AGREEMENT


         THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this  "Agreement") is
executed as of the 9th day of November,  2000 by ACE CASH EXPRESS, INC., a Texas
corporation  ("Pledgor"),  in favor of  WILMINGTON  TRUST  COMPANY,  a  Delaware
banking  corporation  ("Pledgee"),  not in its individual capacity but solely as
Trustee for the ratable benefit of the  Beneficiaries  from time to time a party
to the Collateral Trust Agreement (as hereafter defined).


                                    RECITALS:


         A. Pursuant to that certain Stock Pledge  Agreement  dated December 16,
1998 executed by Pledgor in favor of Pledgee (the  "Original  Pledge"),  Pledgor
pledged  all of the  issued  and  outstanding  shares of  common  stock of Check
Express,  Inc., a Florida corporation ("CEI") and Q.C. & G. FINANCIAL,  INC., an
Arizona  corporation  ("QC&G")  to  Pledgee.  Pursuant  to the Credit  Agreement
(defined  below),  the parties  desire to amend,  restate  and  modify,  but not
extinguish the Original Pledge, as hereinafter set forth.


         B. Pledgor is also the legal, record and beneficial owner of all of the
issued and  outstanding  common stock of PUBLIC  CURRENCY,  INC. ("PC") and of a
certain   number  of  Series  A  Preferred   Shares  of  EPACIFIC   INCORPORATED
("ePacific")  (collectively  and  individually,  CEI,  QC&G, PC and ePacific are
referred  to as the  "Issuer"),  set forth on  Schedule  I  attached  hereto and
incorporated  herein  by  reference,  all of which  is  evidenced  by the  stock
certificates  attached hereto as Schedule II  (collectively,  the shares of CEI,
QC&G, PC and ePacific set forth on Schedule I attached hereto are referred to as
the "Initial Pledged Stock").


         C. Pursuant to that certain Amended and Restated  Credit  Agreement (as
the  same  may in the  future  be  amended,  restated,  increased,  modified  or
supplemented, the "Credit Agreement") dated as of the date hereof among Pledgor,
Wells  Fargo Bank  Texas,  National  Association,  as Agent  ("Agent"),  Bank of
America, N.A., a national banking association, as Syndication Agent, First Union
National Bank, a national banking  association,  and The Chase Manhattan Bank, a
national banking  association,  both as Managing Agents and the lenders named in
Schedules  2.01(a)  and  2.01(b)  thereto  (the  "Lenders"),  it is a  condition
precedent to the obligations of Agent and the Lenders under the Credit Agreement
that  Pledgor  shall have  executed  and  delivered  this  Agreement in favor of
Pledgee.


         D. Pledgor,  by virtue of its ownership of the Initial  Pledged  Stock,
deems it to be in its best interest,  based on sound judgment,  in that valuable
benefits will be derived by the Pledgor by virtue of the Obligations, to execute
and deliver to Pledgee, this Agreement.
<PAGE>
         E.  Previously,  Pledgor entered into that certain Amended and Restated
Collateral  Trust  Agreement  (as the  same  has  been or may in the  future  be
amended,  restated,  increased,  modified or supplemented the "Collateral  Trust
Agreement")  among Pledgor,  Pledgee,  Agent,  Principal Life Insurance  Company
("Principal")  and  Travelers  Express  Company,   Inc.   ("Travelers"),   which
establishes  the respective  rights of the parties thereto to repayment of loans
and to Pledgor's assets which serve as collateral security for the extensions of
credit  contemplated by the Credit  Agreement and for other extensions of credit
to Pledgor by Principal  pursuant to that certain Note Purchase  Agreement dated
November 15, 1996 ("Note Purchase  Agreement") and by Travelers pursuant to that
certain Money Order Agreement dated April 16, 1998 ("Money Order Agreement").


         F. In  consideration  of these  premises  and in order  to  induce  the
Beneficiaries to extend the credit represented by the Obligations, and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


                                   AGREEMENTS:


         1. Defined Terms. Unless otherwise defined herein, terms defined in the
Collateral  Trust Agreement  shall have such defined  meanings when used herein.
For purposes of this  Agreement,  the following  terms shall have the respective
meanings assigned thereto below:


         "Credit   Documents"   as  used  herein  shall  mean  the   Beneficiary
Agreements,  the Debt Instruments and the Security Documents,  as such terms are
defined in the Collateral Trust Agreement.


         2. Pledge. The Pledgor hereby pledges, assigns, hypothecates, transfers
and delivers to the Pledgee,  and hereby  grants to Pledgee,  a first lien on, a
security  interest in and control (as defined in the Code (as defined in Section
10 hereof)) of, (a) the Initial Pledged Stock,  (b) all shares of stock,  common
or preferred,  certificate or uncertificated  securities (as defined in the Code
(as defined in Section 10  hereof)),  options,  interests,  participations,  and
other  equivalents,   warrants,   convertible  debentures  and  all  agreements,
instruments and documents convertible, in whole or part, into any one or more of
the foregoing  (collectively,  "Stock") of the Issuer which Pledgor shall,  from
time to time,  become  entitled  to  receive  or shall  receive  as set forth in
Section 3 hereof (together with any Stock options or rights received pursuant to
Section 3 hereof,  the "Additional  Pledged Stock"; the Additional Pledged Stock
and the Initial  Pledged Stock being  sometimes  hereinafter  referred to as the
"Pledged  Stock"),  (c) all other  Collateral (as defined in Section 4 hereto as
may be pledged to Pledgee, at any time and from time to time hereunder,  (d) all
proceeds thereof,  and, in any event, (e) all investment property (as defined in
the Code (as defined in Section 10 hereof)  comprised  of any of the  foregoing,
<PAGE>

together  with  appropriate  undated  stock  powers duly  executed in blank,  as
collateral  security for (i) the due and  punctual  payment and  performance  by
Pledgor of its obligations,  covenants, agreements and liabilities,  absolute or
contingent,  liquidated or  unliquidated,  now existing or hereinafter  incurred
under, arising out of or in connection with this Agreement,  (ii) the prompt and
complete  payment when due (whether at the stated due date, by  acceleration  or
otherwise) of the unpaid principal of and interest on the Obligations as well as
collection costs therefor,  absolute or contingent,  liquidated or unliquidated,
now existing or hereinafter incurred (all the foregoing being hereinafter called
the "Obligations").


        3. Stock Dividends,  Distributions,  etc. If, while this Agreement is in
effect,  the Pledgor shall become entitled to receive or shall receive any Stock
(including,  without  limitation,  any  Stock  dividend  or  a  distribution  in
connection  with any  reclassification,  increase or  reduction  of capital,  or
issued in connection with any reorganization),  option or rights,  whether as an
addition  to, in  substitution  of, or in exchange for any shares of any Pledged
Stock,  or  otherwise,   the  Pledgor  agrees  (a)  to  cause  the  same  to  be
certificated, and (b) to accept the same as Pledgee's agent and to hold the same
in trust on behalf of and for the  benefit of the  Pledgee  segregated  from the
other assets of the Pledgor and to deliver the same forthwith to the Pledgee, in
the exact form received,  with the  endorsement  of the Pledgor,  when necessary
and/or appropriate,  to execute undated stock powers, duly executed in blank, to
be held by the Pledgee,  subject to the terms hereof,  as additional  collateral
security for the  Obligations,  and such other  documents  as the Pledgee  shall
reasonably  request in order to perfect the Pledgee's  security interest therein
and grant  Pledgee  control  thereof.  Any sums paid upon or in  respect  of the
Pledged Stock upon the  liquidation  or dissolution of Issuer shall be paid over
to the Pledgee, to be held by it in trust as additional  collateral security for
the Obligations;  and in case any distribution of capital shall be made on or in
respect of the Pledged Stock or any property shall be  distributed  upon or with
respect   to  the   Pledged   Stock   pursuant   to  the   recapitalization   or
reclassification  of the  capital of Issuer or  pursuant  to the  reorganization
thereof,  the property so distributed  shall be delivered to the Pledgee,  to be
held by it as additional  collateral  security for the Obligations.  All sums of
money and property so paid or  distributed in respect of the Pledged Stock which
are received by the Pledgor  shall,  until paid or delivered to the Pledgee,  be
held by the Pledgor in trust,  segregated  from the other assets of the Pledgor,
as additional collateral security for the Obligations.

         4. Collateral. The Pledged Stock and all other property at any time and
from time to time pledged to Pledgee hereunder  (whether described in Schedule I
hereof  or not) and all  income  therefrom  and  proceeds  thereof,  are  herein
collectively sometimes called the "Collateral".

        5.  Record  Ownership  of Pledged  Stock.  Whether or not an  Actionable
Default has occurred and is continuing, Pledgee at any time may have the Pledged
Stock  registered  in its name,  or in the name of its nominee or  nominees,  as
<PAGE>

pledgee,  and, as to any Pledged Stock so registered,  Pledgee shall execute and
deliver (or cause to be executed  and  delivered)  to Pledgor all such  proxies,
powers of attorney,  dividend coupons or orders,  and other documents as Pledgor
may  reasonably  request  for the purpose of  enabling  Pledgor to exercise  the
voting rights and powers which it is entitled to exercise  under this  Agreement
and to receive the dividends and other  payments in respect of the Pledged Stock
which it is authorized to receive and retain under this Agreement and the Credit
Documents.

         6. Voting of Pledged  Stock.  As long as an Actionable  Default has not
occurred and is not continuing, Pledgor shall be entitled to exercise all voting
rights pertaining to the Pledged Stock; provided, however, that no vote shall be
cast or consent, waiver or ratification given or action taken which would impair
the  Collateral  or  violate  any  provision  of this  Agreement  or the  Credit
Documents,  including,  without  limitation,  any act which would  increase  the
authorized  issued or outstanding  shares of capital Stock of Issuer.  After the
occurrence  and during the  continuance of an Actionable  Default,  the right to
vote the Pledged Stock and all other corporate rights  pertaining to the Pledged
Stock shall be vested  exclusively  in Pledgee,  including any and all rights of
conversion,  exchange,  subscription or any other rights,  privileges or options
pertaining  to any shares of the Pledged  Stock as if Pledgee  were the absolute
owner  thereof,  including,  without  limitation,  the right to  exchange at its
discretion  any and all of the  Pledged  Stock upon the  merger,  consolidation,
reorganization,  recapitalization  or other  readjustment  of Issuer or upon the
exercise by Issuer or the Pledgee of any right,  privilege or option  pertaining
to any shares of the Pledged Stock, and in connection therewith,  to deposit and
deliver  any  and all of the  Pledged  Stock  with  any  committee,  depository,
transfer  agent,  registrar  or other  designated  agency  upon  such  terms and
conditions  as it may  determine,  all without  liability  except to account for
property actually received by it, but the Pledgee shall have no duty to exercise
any of the aforesaid  rights,  privileges or options or be  responsible  for any
failure to do so or delay in so doing. To this end,  Pledgor hereby  irrevocably
constitutes and appoints Pledgee the proxy and attorney-in-fact of Pledgor, with
full power of  substitution,  to vote,  and to act with  respect to, the Pledged
Stock  standing  in the name of  Pledgor  or with  respect  to which  Pledgor is
entitled to vote and act, subject to the  understanding  that such proxy may not
be exercised  unless an Actionable  Default has occurred and is continuing.  The
proxy  herein  granted is coupled with an interest,  is  irrevocable,  and shall
continue until all  commitments  of any  Beneficiary to extend credit to Pledgor
have been terminated and the Obligations have been paid and performed in full.


         7.  Limitations  on  Pledgee's  Obligations.  The Pledgee  shall not be
liable for failure to collect or realize upon the  Obligations or any collateral
security or  guarantee  therefor,  or any part  thereof,  or for any delay in so
doing  nor  shall  the  Pledgee  be under  any  obligation  to take  any  action
whatsoever with regard thereto.
<PAGE>


         8. The Pledgee's  Appointment as Attorney-in-Fact.  (a) In addition to,
and without  limiting the scope of any other  provision in this  Agreement,  the
Pledgor hereby irrevocably  constitutes and appoints the Pledgee and any officer
or agent  thereof,  with  full  power of  substitution,  as its true and  lawful
attorney-in-fact  with full  irrevocable  power and  authority  in the place and
stead of the  Pledgor  and in the name of the  Pledgor or in its own name,  from
time to time in the  Pledgee's  discretion,  for the purpose of carrying out the
actions  and to  execute  any and all  documents  and  instruments  which may be
necessary or desirable to accomplish the purposes of this Agreement and, without
limiting the  generality of the foregoing,  hereby gives the Pledgee,  the power
and right, on behalf of the Pledgor,  without notice to or assent by the Pledgor
following the  occurrence and during the  continuance of an Actionable  Default,
but  with  notice  to  and  assent  by  Assignor  prior  to the  occurrence  and
continuation of an Actionable Default, to do the following:  (i) to ask, demand,
collect,  receive and give  acquittances and receipts for any and all monies due
and to become due under the  Collateral;  (ii) in the name of the Pledgor or its
own name or otherwise, to take possession of and endorse and collect any checks,
drafts,  notes,  acceptances or other  instruments for the payment of moneys due
under the  Collateral;  (iii) to file any  claim or to take any other  action or
proceeding in any court of law or equity or otherwise deemed  appropriate by the
Pledgee  for the  purpose of  collecting  any and all such  moneys due under the
Collateral  whenever payable;  (iv) to pay or discharge taxes,  liens,  security
interests or other  encumbrances  levied or placed on or threatened  against the
Collateral;  (v) to direct any party liable for any payment under the Collateral
to make payment of any and all moneys due and to become due thereunder  directly
to the Pledgee,  or as the Pledgee shall direct;  (vi) to receive payment of and
receipt for any and all moneys,  claims and other  amounts due and to become due
at any time in respect of or arising  out of any  Collateral;  (vii) to commence
and prosecute any suits, actions or proceedings at law or in equity in any court
of competent  jurisdiction  to collect the Collateral or any part thereof and to
enforce any other right in respect of the Collateral; (viii) to defend any suit,
action or proceeding brought against the Pledgor with respect to any Collateral;
(ix) to settle,  compromise or adjust any suit,  action or proceeding  described
above and, in connection  therewith,  to give such discharges or releases as the
Pledgee may deem  appropriate;  (x) exercise  voting rights  attributable to the
Pledged  Stock  pursuant  to  Section  6  hereof;  and (xi)  generally  to sell,
transfer,  pledge, make any agreement with respect to or otherwise deal with any
of the  Collateral  as fully and  completely  as  though  the  Pledgee  were the
absolute owner thereof for all purposes,  and to do, at the Pledgee's option and
the Pledgor's  expense,  at any time, or from time to time,  all acts and things
which the  Pledgee  deems  necessary  to protect,  preserve or realize  upon the
Collateral and the Pledgee's  security interest therein,  in order to effect the
intent of this Agreement, all as fully and effectively as the Pledgor might do.


         The Pledgor hereby  ratifies all that said attorneys  shall lawfully do
or cause to be done by with, and shall be irrevocable.

<PAGE>

                  (b) The powers conferred on the Pledgee,  hereunder are solely
to protect its interests in the Collateral and shall not impose any duty upon it
to exercise any such powers.  Pledgee shall be accountable only for amounts that
it actually  receives as a result of the  exercise of such powers and neither it
nor any of its officers, directors,  employees or agents shall be responsible to
the Pledgor for any act or failure to act.

                  (c) The Pledgor also  authorizes the Pledgee,  at any time and
from time to time, to execute,  in connection  with any sale of the  Collateral,
any  endorsements,  assignments  or other  instruments of conveyance or transfer
with respect to the Collateral.

         9.  Performance  by the Pledgee of the  Pledgor's  Obligations.  If the
Pledgor fails to perform or comply with any of its agreements  contained  herein
and the Pledgee,  as provided for by the terms of this  Agreement,  shall itself
perform or comply,  or otherwise  cause  performance  or  compliance,  with such
agreement,  then the expenses of the Pledgee  incurred in  connection  with such
performance or compliance, together with interest thereon to accrue at a rate of
interest  equal to the rate of  interest  set forth in  Section  2.08(a)  of the
Credit  Agreement  from the date five days after  notice from  Pledgee that such
expenses are incurred, shall be payable by the Pledgor to the Pledgee, on demand
and shall constitute Obligations secured hereby.


         10. Remedies. (a) Upon the occurrence and during the continuance of any
Actionable  Default  and  following  the  receipt  by  Pledgee  of a  Notice  of
Actionable Default,  and at any time thereafter,  the Pledgee may declare all of
the  Obligations or any part thereof  immediately  due and payable and,  without
demand  of  performance  or other  demand,  advertisement  or notice of any kind
(except the notice  specified below of time and place of public or private sale)
to or upon the  Pledgor  or any  other  Person  (all and each of which  demands,
advertisements  and/or  notices  are hereby  expressly  waived),  may  forthwith
collect,  receive,  appropriate  and realize  upon the  Collateral,  or any part
thereof,  and/or may forthwith sell, assign, give option or options to purchase,
contract to sell or  otherwise  dispose of and deliver said  Collateral,  or any
part thereof,  in one or more parcels at public or private sale or sales, at any
exchange,  broker's  board or at the  Pledgee's  offices or elsewhere  upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit risk,  with the right to the Pledgee upon any such sale or sales,  public
or private,  to purchase the whole or any part of said  Collateral so sold, free
of any right or equity of  redemption  in the Pledgor,  which right or equity is
hereby expressly waived or released. The Pledgee shall apply the net proceeds of
any such collection,  recovery, receipt, appropriation,  realization or sale, in
accordance  with the  terms  of the  Collateral  Trust  Agreement,  the  Pledgor
remaining liable for any deficiency remaining unpaid after such application, and
only after so applying such net proceeds and after the payment by the Pledgee of
any amount  required by any  provision of law,  including,  without  limitation,
Section 9-504 (a) (3) of the Uniform  Commercial Code of the State of Texas (the
"Code"),  need the Pledgee account for the surplus, if any, to the Pledgor.  The
<PAGE>

Pledgor  agrees that, to the extent  permitted by law, the Pledgee need not give
more than ten (10) days'  notice of the time and place of any public  sale or of
the time after which a private  sale or other  intended  disposition  is to take
place and that such  notice  is  reasonable  notification  of such  matters.  No
notification  need be given to the  Pledgor  if it has  signed  after  default a
statement  renouncing  or modifying any right to  notification  of sale or other
intended  disposition.  IN ADDITION TO THE RIGHTS AND REMEDIES  GRANTED TO IT IN
THIS AGREEMENT AND IN ANY OTHER INSTRUMENT OR AGREEMENT SECURING,  EVIDENCING OR
RELATING  TO ANY OF THE  OBLIGATIONS,  PLEDGEE  SHALL  HAVE ALL THE  RIGHTS  AND
REMEDIES OF A SECURED PARTY UNDER THE CODE. All waivers by the Pledgor of rights
(including  rights to notice) and all rights and  remedies  afforded the Pledgor
herein,  and all other provisions of this Agreement,  are expressly made subject
to any applicable mandatory  provisions of law limiting,  or imposing conditions
(including   conditions  as  to   reasonableness)   upon  such  waivers  of  the
effectiveness  thereof  or any  such  rights  and  remedies.  Any  sale or other
disposition of the Collateral  shall be in compliance with all provisions of law
(including applicable securities laws, and regulations and applicable provisions
of the Code).


                  (b) The Pledgor  recognizes  that the Pledgee may be unable to
effect a  public  sale of any or all the  Pledged  Stock by  reason  of  certain
prohibitions   contained  in  the  Securities  Act  of  1933  (as  amended,  the
"Securities  Act") and applicable state securities laws, but may be compelled to
resort to one or more private sales thereof to a restricted  group of purchasers
who will be obliged to agree, among other things, to acquire such securities for
their own  account for  investment  and not with a view to the  distribution  or
resale thereof.  The Pledgor  acknowledges and agrees that any such private sale
may result in prices and other terms less  favorable  to the seller than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially reasonable
manner.  Pledgee  shall  be under  no  obligation  to delay a sale of any of the
Pledged  Stock for the  period of time  necessary  to permit  the Issuer of such
securities to register such securities for public sale under the Securities Act,
or under  applicable state securities laws, even if the Issuer would agree to do
so.


                  (c) The Pledgor  further  agrees to do or cause to be done all
such other acts and things as may be necessary to make such sale or sales of any
portion of all of the Pledged Stock valid and binding and in compliance with any
and all applicable laws,  regulations,  orders, writs,  injunctions,  decrees or
awards of any and all courts,  arbitrators  or  governmental  instrumentalities,
domestic or foreign, having jurisdiction over any such sale or sales, all at the
Pledgor's  expense.  The  Pledgor  further  agrees  that a breach  of any of the
covenants contained in this Section 10 will cause irreparable injury to Pledgee,
that  Pledgee has no adequate  remedy at law in respect of such breach and, as a
consequence,  agrees that each and every  covenant  contained in this  paragraph
shall be  specifically  enforceable  against the Pledgor and the Pledgor  hereby
waives  and agrees not to assert  any  defenses  against an action for  specific
performance  of such  covenants  except  for a defense  that no  default  of the
<PAGE>

covenants, terms or conditions of the Credit Documents has occurred. The Pledgor
further  acknowledges  the  impossibility  of ascertaining the amount of damages
which would be  suffered by Pledgee by reason of a breach of any such  covenants
and,  consequently,  agrees that, if Pledgee,  shall sue for damages for breach,
Pledgor shall pay, as liquidated  damages and not as a penalty,  an amount equal
to the value of the Pledged  Stock on the date Pledgee  shall demand  compliance
with this paragraph.


         11. Waiver of Subrogation.  Notwithstanding anything to the contrary in
this  Agreement,  unless and until all  commitments of any Beneficiary to extend
credit to Pledgor have  terminated and the  Obligations  have been  indefeasibly
paid and performed in full,  the Pledgor  hereby  irrevocably  waives all rights
Pledgor may have at law or in equity  (including,  without  limitation,  any law
subrogating  the  Pledgor to the rights of the  Pledgee)  to seek  contribution,
indemnification,  or any other form of reimbursement  from the Issuer, any other
guarantor  or  pledgor,  or any  other  Person  now or  hereafter  primarily  or
secondarily  liable for any  obligations  of the Issuer to the Pledgee,  for any
disbursement  made by the Pledgor under or in connection  with this Agreement or
otherwise. The Pledgor further agrees that, to the extent that the waiver of any
such subrogation,  contribution,  reimbursement, indemnity or otherwise is found
to be void or  voidable  for any reason,  any such rights  which the Pledgor may
have  shall be junior  and  subordinate  in all  respects  to the  rights of the
Pledgee against the Issuer.


         12. Actions by Pledgee. No action that any Beneficiary may take or omit
to take in connection with any of the Credit Documents,  any indebtedness  owing
by  Pledgor  to  such  Beneficiary  (including,  without  limitation,  renewals,
extensions,  modifications  and  increases  thereof),  or any  security  for the
payment  of  any  indebtedness  of  Pledgor  to  any  Beneficiary,  or  for  the
performance  of any  obligation  or  undertaking  of Pledgor,  nor any course of
dealing with  Pledgor or any other  Person,  shall  release the Pledgor from his
obligations  hereunder,  affect this Agreement in any way, or afford the Pledgor
any recourse against any Beneficiary.  By way of example,  but not in limitation
of the foregoing,  the Pledgor hereby  expressly agrees that the Trustee and any
Beneficiary may, from time to time, without notice to the Pledgor:


              (a)  sell,  assign,   transfer  or  grant  participations  in  any
Obligation and/or any right held by any Beneficiary pursuant to or in connection
with the Credit Documents;


              (b) amend,  change,  or modify, in whole or in part, any documents
or  instruments  evidencing,   securing  or  relating  to  any  indebtedness  or
undertaking of Pledgor to any Beneficiary;


              (c) accelerate,  change,  extend, or renew the time for payment of
the  Obligations  or any  other  indebtedness  arising  under any  documents  or
instruments evidencing,  securing or relating to any indebtedness or undertaking
of Pledgor to any Beneficiary;
<PAGE>


              (d) compromise or settle any amount due or owing, or claimed to be
due or  owing,  under the  Obligations  or under any  documents  or  instruments
evidencing,  securing or relating to any  indebtedness or undertaking of Pledgor
to any Beneficiary;


              (e) surrender, release, or subordinate any or all security for any
indebtedness  or undertaking  of Pledgor to the Pledgee or accept  additional or
substituted security therefor;


              (f)  release  any  guarantor  or  pledgor of any  indebtedness  or
undertaking  of the Pledgor to the  Pledgee,  or  substitute  or add  additional
guarantors or pledgors; and


         (g) apply  collateral  securing the  Obligations to other  indebtedness
also secured by such collateral.


         The provisions of this Agreement  shall extend and be applicable to all
renewals, increases, amendments, extensions,  modifications of and substitutions
for the Credit  Documents,  and all  references  herein to the Credit  Documents
shall be deemed to  include  any  renewal,  increase,  extension,  amendment  or
modification thereof or substitution therefor.


         13.  No  Impairment.   The   obligations,   guaranties,   undertakings,
covenants,  agreements and duties of the Pledgor under this Agreement  shall not
be affected or impaired by any of the following,  although  without notice to or
consent of the Pledgor:


              (a) any failure,  omission or delay on the part of any Beneficiary
(i) to enforce,  assert or exercise any right,  power or remedy conferred by the
provisions  of the Credit  Documents or otherwise  inuring to the holders of the
rights of any  Beneficiary  under the Credit  Documents,  or (ii) to make demand
first upon Pledgor or to proceed against Pledgor;


              (b) the voluntary or involuntary liquidation, dissolution, sale of
all  or  substantially   all  assets,   marshaling  of  assets  or  liabilities,
receivership,   conservatorship,   assignment  for  the  benefit  of  creditors,
insolvency,  bankruptcy,  reorganization,   arrangement,  composition  or  other
proceedings  under laws for the protection of debtors affecting Issuer or any of
the assets of Issuer, or any discharge from liability or rejection of burdensome
contracts  or   obligations  in  the  course  of  or  resulting  from  any  such
proceedings;


              (c)  the  release,  by  operation  of  law  or  otherwise,  of any
guarantor from any obligation under any of the Credit Documents;


              (d) the invalidity,  deficiency, illegality or unenforceability of
any of the Credit  Documents,  in whole or in part, or of any of the  provisions
thereof,  or failure to perfect or maintain  perfection of any security,  or any
<PAGE>

defense or excuse for  failure  to perform on account of force  majeure,  act of
God,  casualty,  impossibility,  impracticability,  or other  defense  or excuse
whatsoever; or

              (e) without limiting the foregoing,  any fact or event (whether or
not  similar to any of the  foregoing)  which in the  absence of this  provision
would or might constitute or afford a legal or equitable discharge or release of
or defense to a guarantor or surety.


         None of the foregoing  shall be a defense to this  Agreement,  and this
Agreement is a primary obligation of the Pledgor.


         14. Other Pledgors or Guarantors.  The  liabilities  and obligations of
the Pledgor  hereunder shall not be reduced or limited by reason of any guaranty
or pledge  executed in favor of any  Beneficiary  by any other Person,  and this
Agreement  shall be enforceable  against the Pledgor  without regard to any such
guaranty or pledge.


         15.  Representations,  Warranties  and  Covenants of the  Pledgor.  The
Pledgor represents and warrants that (a) it is the legal,  record and beneficial
owner of, and has good and,  subject to applicable  securities laws described in
Section 10 hereof, marketable title to, the Initial Pledged Stock, subject to no
pledge, lien, mortgage, hypothecation, security interest, charge, option, voting
proxy or other  encumbrance  whatsoever,  except the existing  lien and security
interest created by this Agreement;  (b) it is duly organized,  validly existing
and in good standing under the laws of its jurisdiction of incorporation and has
full  power,  authority  and legal  right to pledge the  Initial  Pledged  Stock
pursuant  to this  Agreement;  (c)  this  Agreement  has been  duly  authorized,
executed and  delivered by Pledgor and  constitutes  a legal,  valid and binding
obligation of the Pledgor,  and is enforceable in accordance with its terms; (d)
no consent of any other party (including,  without limitation,  the stockholders
or  creditors  of the  Pledgor)  and no consent,  license,  permit,  approval or
authorization of, exemption by, notice or report to, or registration,  filing or
declaration with, any governmental  authority,  domestic or foreign, is required
to be obtained by the Pledgor or the Pledgee in connection  with the  execution,
delivery  or  performance  of  this  Agreement  or the  pledge  of  such  shares
hereunder, in each case which has not been obtained or made, as the case may be,
and is not in full  force  and  effect;  (e) to its  best  knowledge  after  due
investigation,  the execution,  delivery and  performance of this Agreement will
not violate any provision of any  applicable  law, or of any material  mortgage,
indenture,  lease,  contract,  or other agreement,  instrument or undertaking to
which  Pledgor is a party or which  purports to be binding  upon Pledgor or upon
any of its assets and will not result in the creation or imposition of any lien,
charge or  encumbrance  on or security  interest in any of the assets of Pledgor
except as  contemplated by this Agreement or the Credit  Documents;  (f) all the
shares of the Initial Pledged Stock have been duly and validly issued, are fully
paid and  non-assessable and have not been issued in violation of any preemptive
or other  rights of any Person;  (g) the  Pledgor  has not created any  options,
<PAGE>

warrants,  rights, calls,  commitments,  plans, contracts or other agreements of
any character, which provide for the purchase,  issuance, transfer or control of
any  shares of  capital  stock of Issuer  pledged  hereby;  and (h) the  pledge,
assignment and delivery of such Initial Pledged Stock pursuant to this Agreement
constitutes  and,  provided  Pledgee  retains  possession of the Initial Pledged
Stock, at all times (disregarding,  however the effects of the change in any law
relating to the pledge of stock generally) will constitute a valid first lien on
and a first  perfected  security  interest in such shares of the Initial Pledged
Stock, and the proceeds  thereof,  subject to no prior lien, or to any agreement
purporting to grant to any third party other than Pledgee a security interest in
or control of the  property  or assets of the Pledgor  which  would  include the
Initial Pledged Stock.  Pledgor covenants and agrees that at its expense it will
defend the  right,  title and  security  interest  of the  Pledgee in and to the
Pledged  Stock and the  proceeds  thereof  against the claims and demands of all
Persons whomsoever; and covenants and agrees that it will have like title to and
right to pledge any other property at any time hereafter pledged to the Pledgee,
as Collateral  hereunder  and will likewise  defend the right of the Pledgee and
the Beneficiaries thereto and security interest therein.


         16.  No  Disposition,   etc.  Except  in  accordance  with  the  Credit
Documents,  Pledgor agrees that it will not sell, assign, transfer, exchange, or
otherwise  dispose  of,  or  grant  any  option  with  respect  to,  any  of the
Collateral,  nor will it  create,  incur or permit to exist  any  pledge,  lien,
mortgage,  hypothecation,   security  interest,  charge,  option  or  any  other
encumbrance  with  respect  to,  or  transfer  or  grant  control  of any of the
Collateral,  or any interest therein,  or any proceeds  thereof,  except for the
lien and security interest and control provided for by this Agreement and except
as permitted by this  Agreement  or by the Credit  Documents.  Without the prior
written  consent of the  Pledgee,  the  Pledgor  agrees that it will not vote to
enable  Issuer to issue or sell any stock or other  securities  of any nature in
addition  to or in exchange or  substitution  for the Pledged  Stock or grant or
issue any options,  warrants,  or rights of any kind to acquire,  or  securities
convertible into, shares of Issuer's stock.


         17. Further  Assurances.  Pledgor agrees that at any time and from time
to time upon the written request of the Pledgee, the Pledgor will, or will cause
Issuer to,  execute and deliver such further  documents and do such further acts
and things  which are  necessary  in the  reasonable  judgment of the Pledgee to
effect the  purpose of this  Agreement  or to obtain,  maintain  and perfect the
security  interest and control  granted under this  Agreement in any  applicable
jurisdiction,  and any  expense of Pledgee  so  incurred  shall be a part of the
Obligations.


         18. Financing Statement.  Pledgee shall be entitled at any time to file
this  Agreement  or a  carbon,  photographic,  or  other  reproduction  of  this
Agreement,  as a financing statement,  but the failure of Pledgee to do so shall
not impair the validity or enforceability  of this Agreement.  Pledgor shall pay
all fees associated with such filing.
<PAGE>

         19.  Severability.  Any provision 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.


         20.  No  Waiver;  Cumulative  Remedies.  Pledgee  shall not by any act,
delay,  omission  or  otherwise  be deemed to have  waived  any of its rights or
remedies hereunder and no waiver shall be valid unless in writing, signed by the
Pledgee,  and then only to the extent therein set forth. A waiver by the Pledgee
of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy  which  Pledgee  would  otherwise  have on any future
occasion.  No failure to exercise nor any delay in exercising on the part of the
Pledgee,  any right,  power or privilege  hereunder,  shall  operate as a waiver
thereof,  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.


         21.  Waivers,  Amendments.  None of the  terms  or  provisions  of this
Agreement may be waived, altered, modified or amended except by an instrument in
writing, duly executed by the Pledgee. This Agreement and all obligations of the
Pledgor  hereunder  shall be  binding  upon the  successors  and  assigns of the
Pledgor, and shall,  together with the rights and remedies of Pledgee hereunder,
inure  to the  benefit  of  Pledgee,  the  Beneficiaries  and  their  respective
successors and assigns.


         22.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND BE
CONSTRUED AND  INTERPRETED  IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS RULES  THEREOF.  ANY LEGAL ACTION OR
PROCEEDING  WITH RESPECT TO THIS  AGREEMENT  MAY BE BROUGHT IN THE UNITED STATES
DISTRICT  COURT FOR THE NORTHERN  DISTRICT OF TEXAS,  DALLAS  DIVISION,  AND, BY
EXECUTION AND DELIVERY OF THIS  AGREEMENT,  THE DEBTOR HEREBY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURT.


         23.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original,  but all such counterparts  shall
together constitute one and the same Agreement.

<PAGE>

         24. Reinstatement. This Agreement shall remain in full force and effect
and  continue  to be  effective  should any  petition be filed by or against the
Pledgor or Issuer  for  liquidation  or  reorganization,  should the  Pledgor or
Issuer become  insolvent or make an  assignment  for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of the
Pledgor's  assets or the assets of Issuer and shall  continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Obligations,  or any part thereof is, pursuant to applicable  law,  rescinded or
reduced in amount,  or must  otherwise be restored or returned by any obligee of
the Obligations, whether as a "voidable preference", "fraudulent conveyance", or
otherwise,  all as though such payment or performance  had not been made. In the
event that any payment, or any part thereof, is rescinded,  reduced, restored or
returned,  the  Obligations  shall be reinstated and deemed reduced only by such
amount and not so rescinded, reduced, restored or returned.


         25. ENTIRETY. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR  SUBSEQUENT  ORAL  AGREEMENTS  BY THE PARTIES,  THERE ARE NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.


         26.  Amendment and  Restatement.  This Agreement  amends,  modifies and
restates,  but does  not  extinguish  or  constitute  a  novation  of  Pledgor's
obligations under the Original Pledge.


               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]




<PAGE>






         IN WITNESS  WHEREOF,  Pledgor  has  caused  this  Agreement  to be duly
executed and delivered as of the day and year first above written.


                                  PLEDGOR:


                                  ACE CASH EXPRESS, INC.





                                  By:
                                     -------------------------------------------


                                  Name:
                                       -----------------------------------------


                                  Title:
                                        ----------------------------------------





                                  PLEDGEE:


                                  WILMINGTON TRUST COMPANY





                                  By:
                                     -------------------------------------------


                                  Name:
                                       -----------------------------------------


                                  Title:
                                        ----------------------------------------







<PAGE>
<TABLE>
<CAPTION>

                                   SCHEDULE I

                                  Pledged Stock


--------------------------------------- ------------------------------------ ---------------- ------------------------
                                                                                   PAR                 STOCK
                ENTITY                           NUMBER OF SHARES                 VALUE         CERTIFICATE NUMBER
                                                                                (if any)
--------------------------------------- ------------------------------------ ---------------- ------------------------

      <S>                               <C>                                   <C>             <C>
         Check Express, Inc.                           1,000                     $0.004        PM2 (dated September
                                                                                                     24, 1998)
--------------------------------------- ------------------------------------ ---------------- ------------------------

      Q.C. & G. Financial, Inc.                        1,600                  No par value    5 (dated June 16, 1997)
--------------------------------------- ------------------------------------ ---------------- ------------------------

        Public Currency, Inc.                         -------                     ----                 -----
--------------------------------------- ------------------------------------ ---------------- ------------------------

        ePacific Incorporated             257,142.96 (Series A Preferred)
--------------------------------------- ------------------------------------ ---------------- ------------------------

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

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

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

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

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

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

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

</TABLE>
<PAGE>
                                   SCHEDULE II





                         [Copies of Stock Certificates]





<PAGE>

                                    EXHIBIT I

                            FORM OF BORROWING NOTICE

                              _____________ , 200__

Wells Fargo Bank Texas, National Association, as Agent
         for the Lenders parties
         to the Credit Agreement
         referred to below
4975 Preston Park Blvd, Suite 280
Plano, Texas 75093

         Attention:  Mr. Jeffrey S.A. Cook

Ladies and Gentlemen:

The undersigned,  ACE Cash Express,  Inc., a Texas corporation (the "Borrower"),
refers to the Amended and Restated Credit Agreement, dated as of November , 2000
(as  amended  from  time to time in  accordance  with  its  terms,  the  "Credit
Agreement";  capitalized terms defined therein and not defined herein being used
herein as therein  defined),  among the  undersigned,  certain  Lenders  parties
thereto,  Wells  Fargo Bank  Texas,  National  Association,  a national  banking
association,  as Agent for such  Lenders,  Bank of  America,  N.A.,  a  national
banking  association,  as  Syndication  Agent,  and First Union National Bank, a
national banking  association,  and The Chase Manhattan Bank, a national banking
association,  both as Managing Agents, and hereby gives you notice,  irrevocably
pursuant to Section 2.03 of the Credit  Agreement,  that the undersigned  hereby
requests a borrowing  under the Credit  Agreement,  and in that  connection sets
forth  below  the  information  relating  to  such a  borrowing  (the  "Proposed
Borrowing") as required by Section 2.03 of the Credit Agreement:
(A)  Borrowing Date of a Proposed Borrowing
     (which is a Business Day)                         _________________________
(B)  Aggregate Principal Amount of Proposed
     Borrowing                                         _________________________
(C)  Reducing   Revolver  Loan,   Revolving  Credit
     Loan or Swingline Loan                            _________________________
(D)  Eurodollar, Reference Rate or Alternate Base Loan _________________________
(E)  Interest Period and the last
     day thereof if a Eurodollar Loan                  _________________________

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

         (a) the representations and warranties  contained in Article III of the
Credit  Agreement are correct in all material  respects on and as of the date of
the Proposed Borrowing, before and after giving effect to the Proposed Borrowing
and to the  application of the proceeds  therefrom,  as though made on and as of
such date;

         (b) no event has occurred and is  continuing,  or would result from the
Proposed  Borrowing or from the  application  of the proceeds  therefrom,  which
constitutes an Event of Default or a Default;

         (c)  after  giving  effect  to the  Proposed  Borrowing  and all  other
borrowings  which have been  requested  on or prior to the date of the  Proposed
Borrowing  but  which  have not been  made  prior to such  date,  the  aggregate
principal  amount of  Revolving  Credit  Loans will not exceed the lesser of the
Borrowing Base and the Total Revolving Credit Commitment; and

         (d)  after  giving  effect  to  the  Reducing  Revolving  Credit  Loans
requested on the date hereof,  the Borrower will be in  compliance  with each of
the financial  covenants set forth in Sections 6.07, 6.08, 6.09, and 6.10 of the
Credit Agreement.  Attached hereto are calculations demonstrating the Borrower's
compliance with the aforementioned financial covenants.

                                   Sincerely,

                                   ACE CASH EXPRESS, INC.



                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------


<PAGE>

                                   EXHIBIT J

                                  AMENDMENT TO
                 AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT

         This AMENDMENT TO AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT (this
"Amendment")  dated as of November ___,  2000, is by and among ACE CASH EXPRESS,
INC.,  a Texas  corporation  (the  "Debtor"),  WELLS FARGO BANK TEXAS,  NATIONAL
ASSOCIATION (f/k/a WELLS FARGO BANK (TEXAS),  NATIONAL ASSOCIATION),  a national
banking association  ("WFB"),  as Agent (WFB in such capacity,  the "Agent") for
the lenders from time to time a party to the Credit  Agreement  (as  hereinafter
defined),   TRAVELERS   EXPRESS   COMPANY,   INC.,   a   Minnesota   corporation
("Travelers"),   PRINCIPAL  LIFE   INSURANCE   COMPANY,   an  Iowa   corporation
("Principal"),  WILMINGTON TRUST COMPANY,  a Delaware  banking  corporation (the
"Trustee"),  and  such  other  beneficiaries  who may  become  a  party  to this
Agreement from time to time.

                                    RECITALS

         A. WHEREAS, pursuant to that certain Credit Agreement, dated as of July
31, 1998, as amended by that certain First Amendment to Credit Agreement,  dated
as of December 16, 1998, as further amended by that certain Second  Amendment to
Credit  Agreement  effective  as of  December  15,  1999 (the  "Existing  Credit
Agreement"),  by and among Debtor,  Agent and the other  lenders party  thereto,
such lenders  provided Debtor with a $165,000,000  credit  facility  pursuant to
which such  lenders  made to Borrower:  (i) Advance  Term Loan  Commitments  (as
defined in the Existing  Credit  Agreement) in the maximum  aggregate  principal
amount of $35,000,000 and (ii) Revolving  Credit  Commitments (as defined in the
Existing  Credit  Agreement)  in  the  maximum  aggregate  principal  amount  of
$130,000,000  (including  the ability to issue  Letters of Credit [as defined in
the Existing Credit  Agreement] in an aggregate amount not to exceed  $1,500,000
and to make Swingline Loans [as defined in the Existing Credit  Agreement] in an
aggregate amount not to exceed $25,000,000);

         B. WHEREAS,  pursuant to the Existing Credit Agreement, the Debtor, the
Agent,  Travelers,  Principal and the Trustee  entered into that certain Amended
and  Restated  Collateral  Trust  Agreement  dated  as of  July  31,  1998  (the
"Collateral Trust Agreement");


         C.  WHEREAS,  pursuant  to that  certain  Amended and  Restated  Credit
Agreement of even date  herewith (as amended,  modified or restated from time to
time, the "Credit  Agreement") among the Debtor, the Agent and the lenders party
thereto (the "Lenders"),  Debtor, Agent and the Lenders are amending,  restating
and modifying,  but not  extinguishing,  the Existing Credit Agreement to, among
other things,  refinance the outstanding  obligations  under the Existing Credit
Agreement  pursuant to which Lenders will provide the Debtor with a $220,000,000
credit facility (the "Credit  Facility"),  and Lenders will make to Debtor:  (i)
Reducing  Revolver  Commitments  (as  defined  in the Credit  Agreement)  in the
maximum  aggregate  principal  amount of  $65,000,000,  such  Reducing  Revolver
Commitments  to  be in  replacement  and  increase  of  the  Advance  Term  Loan
Commitments  (as defined in the Existing  Credit  Agreement)  and (ii) Revolving
Credit Commitments (as defined in the Credit Agreement) in the maximum aggregate
principal  amount of  $155,000,000  (including  the ability to issue  Letters of
Credit (as defined in the Credit Agreement) in an aggregate amount not to exceed
$1,500,000 and to make Swingline  Loans (as defined in the Credit  Agreement) in
an aggregate amount not to exceed $25,000,000);
<PAGE>

         D. WHEREAS, due to the changes to the Credit Facility,  it is necessary
to amend the Collateral Trust Agreement as hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  intending  to be  legally  bound,  agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION  1.01 Certain  Defined  Terms.  Capitalized  terms used in this
Amendment are defined in the Collateral Trust Agreement, as amend hereby, unless
otherwise stated.

                                   ARTICLE II
                                   AMENDMENTS

         SECTION 2.01 Amendment to Item (A) in Section Entitled  "Declaration of
Trust".  Effective  as of the  date  hereof,  item (A) of the  section  entitled
"Declaration  of Trust" of the Collateral  Trust  Agreement is hereby amended by
restating such item (A) to read in its entirety as follows:

"(A) the Security  Agreement and the security  interests  granted to the Trustee
thereunder;"

         SECTION 2.02 Amendment to Definition of "Advance Term Loans". Effective
as of the date  hereof,  the  definition  of "Advance  Term Loans"  contained in
Section 1 of the Collateral  Trust Agreement is hereby amended by restating such
definition to read in its entirety as follows:

" `Advance Term Loans' shall mean the Reducing Revolver Loans (as defined in the
Credit Agreement) and shall include advances, repayments, and readvances of such
loans as contemplated by Section 2.01(c) of the Credit Agreement."

         SECTION 2.03  Amendment to  Definition  of  "Beneficiary  Obligations".
Effective as of the date hereof,  the  definition of  "Beneficiary  Obligations"
contained in Section 1 of the  Collateral  Trust  Agreement is hereby amended by
deleting  the  reference  to "$35  million"  and  inserting  in its  place  "$65
million".

         SECTION 2.04  Amendment to  Definition  of  "Revolving  Credit  Loans".
Effective as of the date hereof,  the  definition  of  "Revolving  Credit Loans"
contained in Section 1 of the  Collateral  Trust  Agreement is hereby amended by
restating such definition to read in its entirety as follows:
<PAGE>

" `Revolving  Credit  Loans' shall have the meaning set forth in Section 1.01 of
the Credit Agreement, and shall include the revolving credit loans to be made by
Lenders to Debtor  pursuant  to  Section  2.01 of the  Credit  Agreement  not to
exceed,  at any time,  when  combined  with the  Swingline  Loans,  the  Maximum
Advances."

         SECTION 2.05 Amendment to Definition of "Swingline Loans". Effective as
of the date hereof,  the definition of "Swingline  Loans" contained in Section 1
of the Collateral Trust Agreement is hereby amended by restating such definition
to read in its entirety as follows:

"  `Swingline  Loans'  shall have the meaning  set forth in Section  1.01 of the
Credit  Agreement,  and shall include the multiple advance swingline loans to be
made by the Swingline  Lenders to Debtor  pursuant to Section 2.17 of the Credit
Agreement not to exceed,  at any time,  when combined with the Revolving  Credit
Loans, the Maximum Advances."

         SECTION  2.06  Amendment  to Section  8.5 - Cap on Advance  Term Loans.
Effective as of the date hereof,  Section 8.5 - Cap on Advance Term Loans of the
Collateral  Trust  Agreement is hereby amended by deleting the reference to "$35
million" and inserting in its place "$65 million".

         SECTION 2.07 Amendment to Section 9.2(c) - Notices. Effective as of the
date  hereof,  Section  9.2(c) - Notices of the  Collateral  Trust  Agreement is
hereby amended by restating such section to read in its entirety as follows:

"If to Agent, to Wells Fargo Bank Texas, National Association, 4975 Preston Park
Boulevard,  Suite 280, Plano, Texas 75093, Attention:  Mr. Jeffrey S.A. Cook, or
at such other address as shall be  designated  by it in a written  notice to the
Trustee (a copy of which the  Trustee  shall  send to all other  Beneficiaries),
with a copy thereof to Patton Boggs LLP, 2001 Ross Avenue,  Suite 3000,  Dallas,
Texas  75201,  Attention:  Robert J. Cole,  Esq.;  provided,  however,  that the
failure to provide a copy of such  communications  to Patton Boggs LLP shall not
affect the validity or effectiveness of such communications."

                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

         SECTION 3.01 Ratification of Collateral Trust Agreement.  The terms and
provisions  set  forth  in  this  Amendment   shall  modify  and  supersede  all
inconsistent  terms and provisions set forth in the Collateral  Trust Agreement,
but except as expressly modified and superseded by this Amendment, the terms and
provisions  of the  Collateral  Trust  Agreement  are ratified and confirmed and
shall continue in full force and effect,  the parties  hereby  agreeing that the
Collateral  Trust  Agreement is and shall  continue to be  outstanding,  validly
existing and enforceable in accordance with its terms.

         SECTION 3.02  Counterparts.  This  Amendment  may be executed in one or
more  counterparts,  each of which  when so  executed  shall be  deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>



         IN WITNESS  WHEREOF,  this Amendment has been executed and is effective
as of the date first above written.

                                    ACE CASH EXPRESS, INC.



                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                          --------------------------------------


                                    WELLS FARGO BANK TEXAS,
                                    NATIONAL ASSOCIATION, as Agent



                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------


                                    PRINCIPAL LIFE INSURANCE COMPANY



                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------


                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------


                                    TRAVELERS EXPRESS COMPANY, INC.



                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------



<PAGE>


                                    WILMINGTON  TRUST  COMPANY,
                                    not   in   its   individual
                                    capacity     (except     as
                                    otherwise         expressly
                                    provided in this Agreement)
                                    but solely as Trustee



                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------

<PAGE>

                                   EXHIBIT K
                             FORM OF SWINGLINE NOTE


U.S. $_______________          Dallas, Texas              _______________, 200__


     FOR VALUE  RECEIVED,  the  undersigned,  ACE CASH  EXPRESS,  INC.,  a Texas
corporation  (the   "Borrower"),   HEREBY  PROMISES  TO  PAY  to  the  order  of
__________________________________________,  a ____________________________ (the
"Lender"),  for the account of its Applicable Lending Office (as defined in that
certain  Amended and Restated Credit  Agreement,  dated as of November , 2000 by
and among the  Borrower,  the Lender,  certain  other  lenders from time to time
parties thereto  (collectively,  the "Lenders") Wells Fargo Bank Texas, National
Association,  a national banking association,  as Agent for the Lenders, Bank of
America,  N.A., a national banking association,  as Syndication Agent, and First
Union National Bank, a national  banking  association,  and The Chase  Manhattan
Bank,  a national  banking  association,  both as Managing  Agents (as  amended,
modified or supplemented from time to time, the "Credit Agreement") (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the  Credit  Agreement)  or any  other  office  designated  by the  Lender,  the
principal  amount  of   ______________________________________________   DOLLARS
($_________________).

         The Borrower promises to pay the entire unpaid principal balance hereof
at such time as specified  in the Credit  Agreement.  In addition,  the Borrower
promises to pay interest on the unpaid  principal  balance hereof from and after
the date hereof until such  principal  amount is paid in full,  at such interest
rates, and payable at such times, as are specified in the Credit Agreement.

         Both  principal  and interest are payable in lawful money of the United
States of America to Wells Fargo Bank Texas,  National  Association,  a national
banking association, as Agent, at 4975 Preston Park Boulevard, Suite 280, Plano,
Texas  75093,  in same day funds.  All  payments  made on  account of  principal
thereof,  shall be  recorded by the Lender and,  prior to any  transfer  hereof,
endorsed  on the grid  attached  hereto  which is part of this  Swingline  Note,
provided, however, that failure of the Lender to make such notation or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
such Swingline Loans in accordance with the terms of this Swingline Note.

         This Swingline  Note is one of the Swingline  Notes referred to in, and
is subject to and  entitled  to the  benefits  of,  the Credit  Agreement.  This
Swingline Note is secured by the Collateral  described in the Credit  Documents.
The  Credit  Agreement,  among  other  things,  (i)  provides  for the making of
Swingline  Loans by the Lender to the  Borrower  from time to time  pursuant  to
Section 2.17 of the Credit Agreement, the indebtedness of the Borrower resulting
from each such Swingline Loan being  evidenced by this Swingline  Note, and (ii)
contains  provisions for  acceleration of the maturity hereof upon the happening
of certain stated events.

         The Borrower  hereby waives  presentment,  demand,  protest,  notice of
intent to accelerate,  notice of acceleration  and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in  exercising,  any rights  hereunder  on the part of the holder  hereof  shall
operate as a waiver of such rights.

         THIS  SWINGLINE  NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT THE PROVISIONS OF CHAPTER 346
OF THE TEXAS  FINANCE  CODE,  WHICH  REGULATES  CERTAIN  REVOLVING  CREDIT  LOAN
ACCOUNTS, SHALL NOT APPLY TO THIS SWINGLINE NOTE).

                        ACE CASH EXPRESS, INC.



                        By:
                           -----------------------------------------------------
                        Name:
                             ---------------------------------------------------
                        Title:
                              --------------------------------------------------




<PAGE>
<TABLE>
<CAPTION>

                                LOANS, MATURITIES
                     AND PAYMENTS OF PRINCIPAL AND INTEREST

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                        Rate of        Amount of        Amount of
                     Amount and        Interest        Principal      Interest Paid       Unpaid
 Borrowing Date     Type of Loan     Applicable to      Paid or        or Prepaid        Principal     Notation Made
                                         Loan           Prepaid                           Balance            By
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
<S>                   <C>               <C>             <C>            <C>                <C>                 <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
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------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>
<PAGE>

                                    EXHIBIT L

                               CONSENT AND WAIVER

Reference is hereby made to the  Stockholders'  Agreement  dated as of March 30,
2000,  among  ePacific  Incorporated,  a Delaware  corporation,  and the persons
identified  on Exhibit A thereto (the  "Stockholders'  Agreement").  Capitalized
terms not  otherwise  defined in this  Consent and Waiver are used as defined in
the Stockholders' Agreement.

The Stockholders'  Agreement  provides,  among other things, that no Stockholder
may effect  certain  sales (as  defined in Section  4.1(b) of the  Stockholders'
Agreement) of Securities  without  affording the other  Stockholders  a right to
participate in each such sale and that no party to the  Stockholders'  Agreement
may  assign its  rights  thereunder  without  the  consent of the other  parties
thereto.  The undersigned have been informed that one of the Stockholders,  Ace,
proposes to enter into an amended and restated credit agreement with a syndicate
of bank lenders. That agreement provides that Ace must pledge or hypothecate all
of its  rights to and  interest  in the  Securities  that it owns and its rights
under  the  Stockholders'  Agreement  (collectively,  the "Ace  Securities")  to
Wilmington Trust Company, as collateral trustee for the benefit of those lenders
and Ace's other secured  creditors (the "Collateral  Trustee"),  to secure Ace's
payment and  performance  of its  obligations  to those  lenders and those other
secured creditors.

The  undersigned  hereby  consent  to,  and  waive  their  respective  rights to
participate  or effect a sale of any of their  respective  Securities  in, Ace's
pledge or hypothecation to the Collateral Trustee and any sale and assignment of
rights resulting from the Collateral  Trustee's exercise of any of the rights or
remedies it may have under  applicable  security  agreements  and applicable law
regarding  the  Ace  Securities,  so long  as any  transferee  of any of the Ace
Securities  from Ace or the  Collateral  Trustee agrees to become a party to the
Stockholders' Agreement and, among other things, to comply with Section 4 of the
Stockholders' Agreement as to any transfer by it of the Ace Securities.

This Consent and Waiver shall be binding upon, and shall inure to the benefit of
and be enforceable by, the respective personal representatives,  successors, and
assigns  of  the  undersigned.   This  Consent  and  Waiver  may  be  signed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one, and the same, document.



ePACIFIC INCORPORATED                  MASSEY BURCH VENTURE FUND II, L.P.

                                       By: MB-Partners II, L.P., General Partner
By: _______________________

COMMUNITY WEST BANCSHARES              By:  _______________________


By: _______________________            JOHN N. KAPOOR TRUST, DTD. 9/20/89

                                       By: _______________________
_______________________
DOUGLAS W. KING


_______________________
VICTORIA ZINOVIEVA


<PAGE>
<TABLE>
<CAPTION>
                                                SCHEDULE 2.01(a)
                                           REDUCING REVOLVER COMMITMENTS

    Lender        Commitment   Commitment     Commitment   Commitment    Commitment
                   during        during        during        during        during
                   Period        Period        Period        Period        Period
                    from          from          from          from          from
                  Closing      10/1/01 -      1/1/02 -      4/1/02 -      7/1/02 -
                   Date -       12/31/01       3/31/02      6/30/02       9/30/02
Wells Fargo
<S> ..........  <C>           <C>           <C>           <C>           <C>
Bank Texas, ..   $21,609,849   $20,157,813   $18,703,125   $17,248,437   $15,793,750
National
Association

Bank of ......   $14,583,333   $13,598,187   $12,616,875   $11,635,563   $10,654,250
America, N.A .

First Union ..   $11,079,545   $10,336,562   $ 9,590,625   $ 8,844,688   $ 8,098,750
National Bank

The Chase ....   $11,079,545   $10,336,562   $ 9,590,625   $ 8,844,688   $ 8,098,750
Manhattan Bank

National City    $ 3,693,182   $ 3,443,500   $ 3,195,000   $ 2,946,500   $ 2,698,000
Bank

Hibernia .....   $ 1,477,273   $ 1,376,188   $ 1,276,875   $ 1,177,562   $ 1,078,250
National Bank

Texas Capital
Bank, ........   $ 1,477,273   $ 1,376,188   $ 1,276,875   $ 1,177,562   $ 1,078,250
National
Association

Total ........   $65,000,000   $60,625,000   $56,250,000   $ 51,875,000  $47,500,000
Reducing
Revolver
Commitment



                 Commitment    Commitment   Commitment    Commitment     Commitment     Percentage
                   during        during       during        during       from 10/1/03        of
Lender             Period        Period       Period        Period        Reducing      Commitment
                    from          from        from           from         Revolver
                  10/1/02 -     1/1/03 -     4/1/03 -       7/1/03 -        Term.
                  12/31/02      3/31/03      6/30/03        9/30/03

Wells Fargo
<S> ..........  <C>           <C>           <C>           <C>           <C>                <C>
Bank Texas, ..   $14,339,062   $12,884,375   $11,429,687   $ 9,975,000   $ 8,520,312        33.25%
National
Association

Bank of ......   $ 9,672,936   $ 8,691,625   $ 7,710,313   $ 6,729,000   $ 5,747,687        22.43%
America, N.A .

First Union ..   $ 7,352,813   $ 6,606,875   $ 5,860,938   $ 5,115,000   $ 4,369,062        17.05%
National Bank

The Chase ....   $ 7,352,813   $ 6,606,875   $ 5,860,938   $ 5,115,000   $ 4,369,063        17.05%
Manhattan Bank

National City    $ 2,449,500   $ 2,201,000   $ 1,952,500   $ 1,704,000   $ 1,455,500         5.68%
Bank

Hibernia .....   $   978,938   $   879,625   $   780,312   $   681,000   $   581,688         2.27%
National Bank

Texas Capital
Bank, ........   $   978,938   $   879,625   $   780,312   $   681,000   $   581,688         2.27%
National
Association

Total ........   $43,125,000   $38,750,000   $34,375,000   $30,000,000   $25,625,000       100.00%
Reducing
Revolver
Commitment


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                 SCHEDULE 2.01(b)

                                           REVOLVING CREDIT COMMITMENTS

                                                                                      Percentage of
Lender                                                          Commitment             Commitment
------                                                          ----------            -------------

<S>                                                            <C>                       <C>
Wells Fargo Bank Texas, National Association                   $45,890,151               29.61%

Bank of America, N.A.                                          $40,416,667               26.08%

First Union National Bank                                      $26,420,455               17.05%

The Chase Manhattan Bank                                       $26,420,455               17.05%

National City Bank                                              $8,806,818                5.68%

Hibernia National Bank                                          $3,522,727                2.27%

Texas Capital Bank, National Assocation                         $3,522,727                2.27%

Total Revolving Credit Commitments                         $155,000,000.00              100.00%
                                                           ===============              =======
</TABLE>