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Sample Business Contracts

Money Order Agreement - Travelers Express Co. Inc. and Ace Cash Express Inc.

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                              MONEY ORDER AGREEMENT

This Money Order Agreement ("Agreement') is between Travelers Express Company,
Inc. ("Company") and Ace Cash Express, Inc. ("Ace").

1.   PURPOSE AND EFFECTIVENESS.

     a. The purpose of this Agreement is to authorize Ace to dispense and sell
        Company's money orders.  Company issues money orders, which are drafts
        drawn by Company on Company ("Money Orders").  Company is liable under
        the law to pay the Money Orders when they are presented for payment
        unless Company has a legal defense. Company requires Ace to hold the
        proceeds of Money Order sales and unissued Money Orders in trust for
        Company as set forth in this Agreement.

     b. This Agreement is signed by Company and Ace (collectively "Parties") on
        the Signature Date (as defined in Section 26). This Section 1 .b. and
        paragraphs 6 and 8 of Exhibit A attached to this Agreement ("Exhibit
        A"), together with any other provision of this Agreement necessary for
        a Party to enforce its rights under this Agreement provided by this
        Section 1 .b and paragraphs 6 and 8 of Exhibit A ("Immediately
        Effective Provisions"), are effective from and after the Signature
        Date. From the Signature Date through December 31, 1998, the Parties
        will negotiate in good faith between themselves and with potential
        lenders and collateral trustees or agents selected by Ace for the
        purpose of entering into various
     
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        agreements and documents other than this Agreement ("Ace Financing-
        related Documents") on or before December 31, 1998, that will allow Ace
        thereafter to obtain debt financing with collateral agreements
        substantially and structurally similar to Ace's existing collateral
        arrangements with First Data Corporation, Principal Mutual Life
        Insurance Company, and Wilmington Trust Company. The Ace Financing-
        related Documents  must: (i) be ancillary to one or more loan
        agreements that make available to Ace committed debt financing
        sufficient, when taken together with Money Order proceeds, to provide
        for ongoing business operations of Ace; (ii) grant to such lender(s),
        Company (as to all moneys owed to Company by Ace under this Agreement)
        and a collateral trustee or agent perfected security interests in
        substantially all of Ace's then existing and after-acquired property;
        (iii) provide that the collateral trustee or agent shall have rights,
        powers and obligations substantially similar to those of Wilmington
        Trust Company under the Collateral Trust Agreement dated as of November
        15, 1996, between Ace, First Data Corporation, Principal Mutual Life
        Insurance Company, and Wilmington Trust Company and the "Security
        Documents," as that term is defined in such Collateral Trust Agreement;
        (iv) provide that, upon enforcement of the security interests granted
        under the Ace Financing-related Documents, the payment priority of the
        security interest proceeds granted to Company shall be subordinate to
        the payment priority of the security interest proceeds granted to such
        lender(s) and to Principal Mutual Life Insurance Company; and (v) be
        otherwise mutually acceptable to the Parties. In negotiation of the Ace
        Financing-related Documents, neither Party need agree to any change to
        this Agreement, and failure or refusal by either Party to agree to any
        change to this Agreement shall not be deemed to be negotiations not in
        good faith. If the Parties, such lender(s), and the collateral trustee
        or agent enter into the Ace Financing-related Documents

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        on or before December 31, 1998, the provisions of this Agreement, other
        than the Immediately Effective Provisions, shall become effective as
        between the Parties on January 1, 1999, unless on that date (A) either
        Party is entitled to terminate, and has given notice of termination of,
        this Agreement under Section 18.b., because of the other Party's
        nonperformance of its obligations under the Immediately Effective
        Provisions, or (B) Ace does not have a sound financial position, as
        defined in Section 9.

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2.   APPOINTMENT AND RELATIONSHIP.

     a. Company appoints Ace to dispense and sell Money Orders only as provided
        in this Agreement. Ace accepts the appointment only under the terms of
        this Agreement and agrees not to sell any other money orders in any of
        its locations while this Agreement is in effect (except that Ace may
        perform existing contracts at locations acquired by Ace, provided that
        Ace shall terminate any such contract as soon as is reasonably
        practicable if there is no economic penalty in the contract and such
        termination would not be a breach of the contract). Ace agrees also
        that it will not permit any other person to sell any other money orders
        in space leased or provided by Ace in its locations. Ace may not create
        a subagency to sell Money Orders. Except for the limited purpose set
        forth in paragraph 5 of Exhibit A, this Agreement does not include or
        relate to any of the franchisees of Ace or any of Ace's subsidiaries or
        any location of any such franchisees.

     b. "Sales Proceeds" are the face amount of all Money Orders dispensed or
         sold by Ace along with any fee Company may be entitled to from Ace,
         except any amount that Ace collects (and may retain) from purchasers or
         recipients of Money Orders over and above the face amount of the Money
         Orders.  To the extent required by applicable law, (i) Ace shall hold
         all Sales Proceeds as "trust funds" and unissued Money Orders in trust
         for Company and (ii) if Ace

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        commingles the Sales Proceeds with any funds of Ace, the commingled
        funds are impressed with a trust in favor of Company to the extent of
        the Sales Proceeds due Company. Except as provided in this Agreement
        and in any Ace Financing-related Documents to which Company agrees, (A)
        Ace does not acquire any right, title, or interest in the Sales
        Proceeds or the unissued Money Orders, and (B) all such Sales Proceeds
        and unissued Money Orders remain the property of Company.

     c. The Parties are independent. This Agreement does not create or evidence
        a partnership or joint venture between the Parties.  Each Party is
        solely responsible for its own employees, including the actions or
        omissions and the compensation of those employees, and neither Party
        has any authority with respect to the other Party's employees.

3.   SUPPLIES AND EQUIPMENT.

     Ace agrees to use only Company's Money Order dispensers. Company shall
     provide Ace with Money Order forms (with one format customized for Ace at
     no charge to Ace) and other materials, which include Company's Money Order
     dispensers (collectively, "Money Order Materials"). Money Order Materials
     may be used by Ace only as permitted by this Agreement, and shall remain
     the property of Company. Ace agrees to maintain a live connection
     continuously between the Money Order dispensers, a telephone jack and a
     long-distance telephone service that is of standard voice grade with low
     interference level.  This may be a shared line.  Ace is responsible to
     Company for any damage, theft or loss to dispensers, except for normal
     wear and tear. Ace will notify Company if any dispenser is not properly
     dispensing Money Orders.  Each dispenser will be programmed to call daily
     to Company's toll free number.  Company will 

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     promptly perform, at its expense, all service and repair (or, if
     necessary, replacement) of Company dispensers. Company agrees to replace
     dispensers needing servicing by overnight delivery to the Ace location at
     which the dispenser is to be replaced.  Company agrees to maintain an
     inventory of dispensers sufficient to meet Ace's needs for servicing and
     replacement. The dispensers contain technology protected by patents and
     trade secrets. Ace may not disassemble or reverse engineer the Money Order
     dispensers or decompile the software.  Because Ace restricts access in its
     locations for security purposes, Company shall notify Ace at least two
     business days in advance of any desired access to a dispenser (except when
     the service call has been requested by Ace).  Notwithstanding the
     foregoing, no advance notice shall be necessary in order for Company to
     have access to and remove the Money Order Materials if this Agreement has
     been terminated.

4.   SALES.

     Ace agrees to sell Money Orders for cash or for another form of payment;
     however, if Ace issues or sells a Money Order for other than cash, Ace
     will nevertheless be liable to Company for an amount of cash equal to the
     Sales Proceeds. Ace agrees to imprint each Money Order sold with the
     amount thereof. Ace will not issue a Money Order for more than $500 (or
     such greater amount as may be allowed and established in writing by
     Company). Ace agrees to furnish all personnel, space and utilities
     necessary and appropriate, in Ace's good-faith judgment, for selling Money
     Orders at Ace's locations at which Money Orders are offered and sold. To
     the extent that Company may, upon advice of counsel, reasonably deem it
     necessary in order to avoid any violation of law or of any order,
     judgment, or decree of any court or request of any other governmental
     authority or agency having authority over Company, Company may, by prior
     written notice to Ace, (i) limit the number or dollar amount of Money
     Orders that Ace may sell or (ii) suspend Ace's right under this
 
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     Agreement to sell any Money Orders. If Company takes action under the
     preceding sentence due to Company's receipt of any notice or communication
     from any agency or other governmental authority, Company shall provide Ace
     with a copy of such notice or communication within one business day after
     Company's receipt of it, unless prohibited from doing so. In addition,
     Company will give Ace prompt written notice if Company learns of any
     pending or overtly threatened action or proceeding or investigation 
     that is reasonably likely to result in such a notice or communication. Ace
     will immediately stop selling Money Orders if a governmental agency or
     authority specifically orders that Ace stop selling Money Orders.

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4A.  SELF-USE MONEY ORDERS.

     a. Ace is not authorized to use Money Orders to pay its own obligations or
        to obtain any benefit for itself or for any affiliate, except as
        expressly authorized in this Section 4A. The Money Orders that Ace is
        authorized to so use in this Section 4A are "Self-use Money Orders." If
        Ace wishes to make any other use of Money Orders not expressly
        permitted by this Agreement, Ace shall request such use in writing and
        such use shall be subject to Company's written consent, which shall not
        be unreasonably withheld or delayed.

     b. Ace may issue Money Orders as the remittance instrument for loans made
        to consumers ("Payday Loans") provided Ace complies with the provisions
        of Section 4A.  Money Orders may only be issued in connection with
        Payday Loans: (i) at locations designated by Ace upon advance notice to
        Company as exclusively Payday Loan locations and where Money Orders
        will not be issued or sold for any other purpose; or (ii) if Ace uses
        only Company dispensers and Ace uses features designed by Company to
        identify Payday Loans separately from other Money Order sales.

     c. Ace may issue Money Orders to pay utility bills on behalf of utility
        customers provided Ace uses only Company dispensers and Ace uses
        features designed by Company to identify utility payment dispensing
        separately from other Money Order sales.

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     d. The pricing and remittance schedules for Self-use Money Orders shall be
        as provided in paragraph I .b of Exhibit A.

5.   CARE OF COMPANY'S PROPERTY. Ace agrees to safeguard Sales Proceeds and
     Money Order Materials (including blank Money Orders) with the same degree
     of care that a normally prudent person would give to his own property. Ace
     will remain liable to Company for the Sales Proceeds to be remitted until
     Company has received collected funds in the full amount of the Sales
     Proceeds.

6.   RESPONSIBILITIES -- ACE.

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

     b. Ace agrees to indemnify Company against any loss of blank Money Orders
        or Money Order Materials that may occur by crime or mysterious
        disappearance, except as stated in Section 7.a.

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     c. Ace has no legal right to stop payment of a Money Order. Ace may,
        however, request that Company refuse payment of a Money Order sold by
        Ace.  If Company stops payment of a Money Order at Ace's request (which
        may be oral, followed by a prompt written confirmation), Ace agrees to
        indemnify Company against claims of a holder of that Money Order and,
        at Ace's expense, defend any legal action that results.

7.   RESPONSIBILITIES -- COMPANY.

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

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

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

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

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        (iv) Ace promptly submits to Company, by notice in accordance with
             Section 22, a report describing the loss and listing the serial
             number of the lost blank Money Order.

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

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

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

     e. Company will, at its expense, provide training of Ace's personnel on
        all aspects of dispenser use; that training will be provided at Ace's
        regional locations and corporate office, as agreed by the Parties.

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8.   NO PUNITIVE OR CONSEQUENTIAL DAMAGES. Under no circumstances shall a Party
     be liable under this Agreement for any punitive or exemplary damages
     (however described) or for any consequential, indirect, special, or
     incidental damages (however described), even if the possibility of those
     damages was disclosed or otherwise known to that Party.

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

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

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

     Ace agrees to provide to Company by autofax business daily reports showing
     its compliance with credit criterion (1) above. Ace agrees that its 10K
     and IOQ reports will support its compliance with credit criterion (2)
     above. Ace further agrees that its annual audited financial statements
     will include an "unqualified" opinion by its outside auditors. Company
     will maintain funds sufficient to pay Money Orders when they are presented
     for payment. As a publicly held company, Ace is required by applicable
     securities laws to make publicly available its annual and quarterly
     financial statements and related information; if Company is unable to
     obtain those financial statements and information through other sources,
     Ace will provide Company copies of those publicly available financial
     statements and information promptly upon Company's written request.

10.  REMITTANCES AND REPORTS.

     a. Ace shall remit to Company by fed wire to an account designated by
        Company no later than 1:00 p.m. Central Time all Sales Proceeds, or an
        amount of cash equal to all Sales Proceeds, as stated in Exhibit A;
        except that Sales Proceeds for this purpose do not include the fees
        payable to Company for Self-use Money Orders ("Self-use Fees"). If
        Company does not receive Ace's entire remittance by 1:00 p.m. Central
        Time, it shall provide Ace with written notice via facsimile to that
        effect by 2:00 p.m. Central Time, and Ace shall then have until

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        3:30 p.m. Central Time to remit the Sales Proceeds (excluding Self-use
        Fees), or interest will accrue on the due date in accordance with
        Section 1 2.a. If the Sales Proceeds (excluding Self-use Fees) have not
        been received by Company by 5:00 p.m. Central Time on the due date,
        then Company may declare Ace to be in default as provided in Section
        18.b.	The Fax numbers for the notice are: (972) 582-1430 (Vice
        President and Chief Financial Officer) and (972) 582-1425 (Vice
        President Cash Management). Company will also attempt to contact Ace's
        Chief Financial Officer by telephone about the non-payment before 2:00
        p.m. on the due date.

     b. When a remittance day (as described in Exhibit A) falls on a bank
        holiday, Ace will remit on the next banking day after that holiday.

     c. Ace agrees to allow Company continuous access to the information in
        Money Order dispensers at Ace's locations.

11.  SECURITY AGREEMENT. To secure its obligations under this Agreement, Ace
     grants to Company a security interest to the extent of Ace's right and
     title to and interest in all existing or hereafter acquired Sales
     Proceeds, Money Order Materials,

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     money, instruments and documents at any time in the possession of Company,
     this Agreement, and all proceeds of the foregoing.  Upon any termination
     of this Agreement by Company under Section 1 8.b because of a default by
     Ace under this Agreement, Company shall have all of the rights and
     remedies of a secured creditor under the Uniform Commercial Code.  In the
     event of any conflict between the provisions of this Section 11 and the
     provisions of the Ace Financing-related Documents, the provisions of the
     Ace Financing-related Documents shall prevail.

12.  INTEREST.

     a. Any amount (except adjustments) not paid by a Party when due to the
        other Party under this Agreement will bear interest (unless waived by
        the Party entitled to payment) until paid at an annual rate equal to
        the prime rate as that prime rate may be established from day to day.
        Sales Proceeds (excluding Self-use Fees) due to, but not received by,
        Company by 3:30 p.m. Central Time on any banking day will be subject to
        interest for that day. Any annual incentive bonus described in
        paragraph 7 of Exhibit A that is due to, but not received by, Ace by
        3:30 p.m. Central Time on the banking day on which it is due will be
        subject to interest for that day. "Prime rate" means the prime
        commercial rate of interest published by The Wall Street Journal for
        corporate loans by large U.S. money-center commercial banks. No
        interest will accrue on any adjustments.

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     b. Interest will not exceed the amount or rate that may lawfully be
        charged under applicable Texas law, and any amount contracted for,
        charged, or taken in excess of the amount or rate allowed by law will
        be credited or refunded to the Party that has been charged or has paid.
        This Section 12.b overrides any other provision in this Agreement or in
        any document between the Parties related to this Agreement.

13.  LOCATIONS AND DELIVERY. Ace is authorized to sell Money Orders only at Ace
     locations.  Ace agrees to give Company a list, before January 1, 1999, of
     the locations of Ace at which Money Orders will be offered and sold under
     this Agreement beginning on or as of January 1, 1999, and to keep Company
     informed of the locations where Ace sells Money Orders. Ace authorizes
     Company to ship Money Order Materials to the locations at the addresses
     Ace provides.

14.  CHANGE OF OWNERSHIP OR CONTROL. Each Party agrees to notify the other
     Party if the first Party's board of directors votes or consents to change,
     or to recommend to that Party's shareholders that they vote or consent to
     change, the ownership or control of that Party or its business. Regardless
     of any change and any notice thereof in accordance with the preceding
     sentence, the Parties will remain obligated under this Agreement until
     this Agreement expires or is terminated according to its terms.

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15.  REFUNDS TO PURCHASER. Ace acts at its own risk if it makes a refund to any
     purchaser of a Money Order.

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

17.  DISPUTE RESOLUTION. Except for the right to exercise termination pursuant
     to any of subsections (i) through (viii) of Section 1 8.b (including the
     other provisions of this Agreement referred to therein) and except as
     provided in Exhibit C, the Parties will resolve any dispute, disagreement,
     claim, or controversy between them arising in connection with or relating
     to this Agreement, or the validity, interpretation, performance, breach,
     default, or termination of this Agreement ("Dispute"), in accordance with
     the attached Exhibit C to this Agreement ("Dispute Resolution").

18.  TERM AND TERMINATION.

     a. Either Party may terminate this Agreement as of the end of the initial
        term or at any time as of the end of a calendar month thereafter by
        giving the other Party written notice at least six (6) months prior to
        the termination date. The initial term of this Agreement expires or
        ends at 11:59:59 p.m., Central Time, on December 31, 2003. The term
        will automatically continue thereafter until terminated as provided in
        the first sentence of this Section 18.a. The foregoing shall be subject
        to the right of either Party to terminate this Agreement in accordance
        with Section 18.b.

     b. A Party may terminate this Agreement as follows:
 
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        (i)   Company may declare Ace to be in default and terminate this
              Agreement immediately upon notice if Ace shall fail to remit the
              Sales Proceeds (excluding Self-use Fees) by 5:00 p.m. Central
              Time on the due date;

        (ii)  Company may declare Ace to be in default and terminate this
              Agreement immediately upon notice if Ace shall fail to maintain a
              sound financial position;

        *




        (iv)  Either Party may terminate this Agreement on five (5) days'
              notice upon the occurrence of a payment-related breach or default
              (other than as provided in subsections (i) through (iii) of this
              Section 18.b.) which is not cured within such five (5) day
              period;

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

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        (v) Either Party may terminate this Agreement immediately upon notice
            if: (A) the other Party makes a general assignment of all or
            substantially all of its assets for the benefit of creditors; (B)
            the other Party applies for, consents to, or acquiesces in the
            appointment of a receiver, trustee, custodian, or liquidator for
            its business or all or substantially all of its assets; or (C) the
            other Party files a voluntary or petition for relief under the
            Federal Bankruptcy Code or other bankruptcy or insolvency laws or
           (D) an involuntary bankruptcy or insolvency petition filed against
           the other Party is not dismissed within ninety (90) days;

        (vi) Ace may terminate this Agreement immediately upon notice in
             accordance with Section 1 8A;

        (vii) Ace may terminate this Agreement immediately upon notice in
              accordance with paragraph 4 of Exhibit A;

        (viii) Either Party may terminate this Agreement immediately upon
               notice if the other Party breaches any of its obligations under
               the loan agreements referred to in subsection (i) of Section
               1 .b. or under the Ace Financing-related Documents, after giving
               effect to any applicable notice and cure period provided in
               those loan agreements or in the Ace Financing-related Documents;
               or

        (ix) Either Party may terminate this Agreement upon thirty (30) days'
             written notice upon the occurrence of any material breach or
             default by the other 

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             Party not covered by subsections (i) through (viii) of this
             Section 1 8.b. which is not cured within such thirty (30) day
             period.

        In the case of default under subsection (ii) of this Section 18.b.,
        Company shall have five (5) business days to declare the default and
        terminate this Agreement by written notice to Ace, and if Company does
        not declare the default within five (5) business days, it is waived.

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

     d. Upon the expiration or termination of this Agreement, Ace will remit to
        Company, in accordance with Exhibit A, all Sales Proceeds and any other
        amounts it then owes to Company, and Company will pay to Ace all
        amounts it then owes to Ace. Each Party will also remain liable until
        it has fulfilled all of its obligations to the other Party that arose
        or accrued before the expiration or termination. Ace will pay the cost
        to return the Money Order Materials to Company if Company has
        terminated this Agreement because of any breach or default by Ace;
        otherwise, Company will pay that cost.

     e. The Parties' respective rights and obligations under this Agreement
        will survive the expiration or termination of this Agreement to the
        extent necessary to give full effect to this 

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        Agreement. Without limiting the preceding sentence, the Parties'
        respective rights and obligations under Sections 5, 6, 7, 8,11,12, 16,
        17,18,19, 21, and 24 and under the Confidentiality Agreement and
        Exhibit C will survive the expiration or termination of this Agreement.

18A. TERMINATION UPON LIMITATION OR SUSPENSION. If (i) Company exercises its
     rights under Section 4 to limit the number or dollar amount of Money
     Orders that Ace may sell, or to suspend Ace's right to sell Money Orders,
     (ii) the limitation or suspension is longer than thirty (30) consecutive
     days, and (iii) the number of Money Orders that Ace is permitted to sell
     during the limitation or suspension period is less than ninety percent
     (90%) of the number that Ace sold before the limitation or suspension was
     imposed, or the effect of the limitation or suspension is to reduce the
     number of Money Orders that Ace sells during the limitation or suspension
     period to ninety percent (90%) of the highest number that Ace sold during
     any thirty (30)-consecutive-day period before the limitation or
     suspension, then Ace may terminate this Agreement by giving written notice
     to Company within 90 days after the 30th day of the limitation or
     suspension or after the ten percent (10%) or more decrease in Ace's Money
     Order volume occurs, whichever is later.

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

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     rights or remedies, regarding any other breach of or default under this
     Agreement.

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

21.  GOVERNING LAW.  TEXAS LAW GOVERNS THIS AGREEMENT AND THE RIGHTS AND
     OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, INCLUDING THE VALIDITY OR
     ENFORCEMENT AND THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.

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

IF TO ACE:                                  IF TO COMPANY:
Ace Cash Express, Inc.                      Travelers Express Company, Inc.

Attention:	Chief Financial Officer         Attention:  Contracts Administration

1231 Greenway Drive, Suite 800              1550 Utica Avenue South

Irving, Texas 75038                         Minneapolis, Minnesota 55416

Facsimile:	(972) 582-1430                  Facsimile: (612) 591-3325

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Copy to: Richard A. Tulli, Esq.             Copy to: Chief Legal Counsel

Gardere & Wynne, L.L.P.                     Facsimile:	(612) 591-3859

1601 Elm Street, Suite 3000

Dallas, TX 75201

Facsimile:	(214) 999-4667


A Party may change its address for this purpose by giving written notice of
that change to the other Party in accordance with this Section 22. Each notice,
request, or other communication sent or delivered as provided above in this
Section 22 will be deemed given, received, and effective on the date of actual
receipt (or refusal) by the addressee.

                                       88

<PAGE>

23.  ASSIGNMENT. This Agreement shall be binding on each of the Parties and
     their respective permitted successors and permitted assigns. Neither Party
     may assign its rights or obligations hereunder without the prior written
     consent of the other Party, except that (i) the consent may not be
     unreasonably withheld or delayed if the proposed assignment is to a person
     or entity that is capable of performing the assigning Party's obligations
     under this Agreement and is not a competitor of the non-assigning Party,
     and (ii) this restriction on assignment will not apply to a merger,
     consolidation, or share exchange by a Party or the transfer of the capital
     stock of a Party unless such transaction will render the assigning Party
     incapable of performing its obligations under this Agreement or result in
     ownership or control by a competitor of the non-assigning Party.
     Notwithstanding the foregoing, nothing in this Agreement prohibits the
     assignment of a Party's right to receive Sales Proceeds or other amounts
     due under this Agreement or Ace's grant of a security interest or lien in
     its rights as permitted by this Agreement to its secured creditors. Any
     purported assignment in violation of this Section 23 is void and
     ineffective.

24.  INTERPRETATION AND DEFINITIONS. This Agreement is the result of the
     Parties' negotiations, and no provision of this Agreement is to be
     construed for or against either Party because of the authorship of that
     provision. In the interpretation of this Agreement, except where otherwise
     stated or the context otherwise requires:

                                       89

<PAGE>

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

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

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

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

25.  MISCELLANEOUS.  This Agreement, together with its Exhibits and the Ace
     Financing-related Documents (when entered into by the Parties), is the
     entire agreement between the Parties relating to the subject matter of
     this Agreement. This Agreement can be amended or changed only by a writing
     signed by the Parties. Section headings are not part of this Agreement. If
     any part of this Agreement is or becomes invalid, it is or will be severed
     from the rest of this Agreement, and the rest of this Agreement remains or
     will remain in effect so long as (i) the continued effectiveness of the
     rest of this Agreement will not impose or result in any substantial
     economic detriment to either Party or (ii) the Parties amend this
     Agreement as necessary to preserve their underlying economic or financial
     arrangements. This Agreement may be signed in counterparts, with the same
     effect as if both Parties had signed the same paper; all counterparts are
     to be construed together to be one, and the same, document.

25A. AUDITS. Each Party has the right, once per calendar quarter, exercisable
     by reasonable prior notice to the other Party, to examine the books and
     records of the other Party relating to the performance of this Agreement.
     Such audits shall be conducted at the office of the 

                                       90

<PAGE>

     Party being audited.  Each Party shall bear the expenses of conducting an
     audit of the other Party's books and records.  A Party's examination of
     the other Party's books and records may be conducted only during the other
     Party's normal business hours or at any other reasonable tine to which the
     other Party may consent.  An audit shall be performed in a manner that
     does not unreasonably disrupt the other Party's normal business
     operations.  The Party conducting an audit may make and take away copies
     of any or all of the other Party's books and records being examined.

26.  SIGNATURE DATE. This Agreement is signed by the Parties on April 16,1998
     (the "Signature Date").

                                       91

<PAGE>

SIGNATURES


ACE:                                     COMPANY:

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




By:  _________________________            By:   ___________________________
Name:  _________________________          Name:  __________________________  
Title:  __________________________        Title:  _________________________

                                       92

<PAGE>

                          EXHIBIT A TO MONEY ORDER AGREEMENT

                          Payments, Remittance, and Reporting
                          -----------------------------------

1.   FEES AND PAYMENT.

     *





     b. SELF-USE MONEY ORDER FEE. For each Self-use Money Order issued under
        Section 4A of the Agreement, Company shall be entitled to receive a
        base fee of *      per Money Order. *




        Company shall submit an invoice to Ace for the amount due within ten
        (10) days after the end of the calendar month, and Ace shall make
        payment within ten (10) days after receipt of that invoice.  If Company
        exercises its right to offset, it will provide to Ace, with (or in lieu
        of) the payment to Ace under paragraph I .a. of this Exhibit A, the
        calculations and other information sufficient to reasonably indicate to
        Ace the 

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       93

<PAGE>
        amount offset and the basis or bases for that offset. The per-item fee
        payable by Ace for Self-use Money Orders will be adjusted quarterly, as
        of the first day of each calendar quarter, based on the average dollar
        amount and average life of Self-use Money Orders dispensed during the
        preceding quarter in accordance with the following:

                                             Per Money Order Fee
        Average Dollar Amount         Increase (Decrease) (from a base
        per Self-Use Money Order          fee of *   /Money Order)
        ------------------------          --------------------------

        *                                 *



        The quarterly adjustment to the fee payable by Ace for each Self-use
        Money Order based on the average life of Self-use Money Orders shall be
        calculated as follows:

        (i) A *                               increase for each one-half day
            the average life of Self-use Money Orders is less than *         
            days, to be counted from the day following issuance to and
            including the day paid by Company.    

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       94  

<PAGE>

        (ii) A *                              decrease for each one-half day
             the average life of Self-use Money Orders is greater than *
             days, to be counted from the day following issuance to and
             including the day paid by Company.


     Ace shall pay no fee, nor shall there be any fee adjustments, in
     connection with Self-use Money Orders until *      or more Self-use Money
     Orders have been dispensed in a calendar month.  Payment will commence
     with that month and continue thereafter, subject to a quarterly review. If
     the issuance of Self-use Money Orders decreases to fewer than an average
     of *      in a calendar month thereafter, Ace shall again have no
     obligation to pay any fee, and there shall be no fee adjustment, until the
     level of Self-use Money Orders issued again equals or exceeds an average
     of *      in a calendar month. Company shall submit to Ace, with the first
     invoice that reflects each fee adjustment in accordance with this
     paragraph I .b., the calculations and other information sufficient to
     reasonably indicate to Ace the basis or bases for that fee adjustment.

c. DISPENSER FEE. For each Money Order dispenser provided by Company, Ace will
   pay Company *     monthly for use and maintenance of the Delta electronic
   system. Company may offset the amount due against the payments due from
   Company to Ace for the same calendar month for sales of Money Orders under
   paragraph I .a. of this Exhibit A. If Company does not offset or if no
   payments are due to Ace under paragraph I .a., then 

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       95   

<PAGE>

   Company shall submit an invoice to Ace for the amount due within ten (10)
   days after the end of the calendar month, and Ace shall make payment within
   ten (10) days after receipt of that invoice. If Company exercises its right
   to offset, it will provide to Ace, with (or in lieu of) the payment to Ace
   under paragraph I .a. of this Exhibit A, the calculations and other
   information sufficient to reasonably indicate to Ace the amount offset and
   the basis or bases for that offset.

d. DISPUTE. Ace may dispute in good faith the amount of any invoice submitted
   or offset reported to it under this Exhibit A by notice to Company. Ace may
   withhold payment of any invoiced amount that it disputes in good faith; Ace
   shall, however, timely pay all of any invoiced amount that is not disputed.
   The notice of any dispute must reasonably describe the basis for the
   dispute. The dispute shall be a Dispute to be resolved in accordance with
   Exhibit C. Ace's withholding of a good-faith disputed amount shall not be
   deemed a breach or default under this Agreement, and no interest under
   Section 12.a. shall accrue on such amount. If it determined in accordance
   with Exhibit C that some or all of the disputed amount is due to Company,
   Ace shall pay the amount due within two (2) business days after resolution
   of the dispute. If it is determined in accordance with Exhibit C that an
   amount offset by Company in good faith is due to Ace, Company shall pay or
   credit the amount due within two (2) business days after resolution of the
   dispute.  Any such amount that is determined to be due to either Party shall
   be paid with interest as provided in Section 12.a.

e. MANNER OF PAYMENT. Each amount due to a Party under this paragraph I shall
   be paid by fed wire to an account designated by that Party.

                                       96

<PAGE>

2. SALES REPORTING.  Ace agrees to report Money Order sales to Company through
   Company's dispensers.

3. REMITTANCE METHOD AND SCHEDULE.

   a. Ace shall remit by fed wire, as more fully provided in the Agreement, as
      follows:

      SALES DAY                        WIRE DAY
      ---------                        --------
      *                                *
 




  b.	If any day on which funds are to be remitted is not a banking day, the
      remittance will be on the next banking day.

   c. Company will provide adjustment information to Ace daily and will make
      adjustments daily.

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       97

<PAGE>

4.   PRICING AND REMITTANCE MATRIX. Ace may request Company to change the per
     item fee and remittance schedule for Money Orders (other than Self-use
     Money Orders) provided in paragraph 3.a. of this Exhibit A during the term
     of this Agreement by selecting a new option from the following Matrix, and
     if such change becomes effective, the provisions of paragraphs I .a. and
     3.a. of this Exhibit A shall be amended accordingly. Only *   changes may
     be made during the term of this Agreement. Ace will make any such request
     for change in writing at least ninety (90) days in advance of the proposed
     effectiveness of the change, specifying the date on which the change shall
     be implemented, which must be the first day of a calendar month. Company
     will give Ace notice within sixty (60) days after receipt of Ace's request
     as to whether it approves the requested change, which approval shall be in
     Company's sole and absolute discretion; * 

                                                                           and
     Ace has a sound financial condition and has maintained a sound financial
     condition consistently during the 90 days prior to the request, Company's
     approval will not be withheld unreasonably. If Ace selects an option which
     *                                                and Ace has maintained a
     sound financial condition consistently during the 90 days prior to the
     request, and Company's right to Sales Proceeds would be fully secured with
     a security interest having priority over the security interests of Ace's
     other creditors, but Company denies the request, then Ace shall have the
     right to terminate this Agreement by giving Company written notice within
     thirty (30) days after Ace received the notice of disapproval or after the
     expiration of Company's sixty (60) day response period without approval
     from Company.

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       98 

<PAGE>

     Pricing Option Matrix (Money Orders):

     * 














------------------------------------------------------------------------------
(1)  All remittances are made by fed wire.
(2)  Next banking day payment. Friday, Saturday, and Sunday sales remitted on
     Monday (or next banking day if Monday is not a banking day).
(3)  Payment of one-fifth of one week's average sales made each day beginning
     Monday of the first sales week. Weekly adjustments made (+/-) on a
     specified day following each sales week.
(4)  Ace shall include the fees with the appropriate remittance of Sales
     Proceeds by fed wire.
(5)  Ace shall pay the fees by fed wire by the 10th day after receipt of
     Company's monthly invoice therefor.

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       99

<PAGE>

5.   REPRICING. Company may adjust the per item fee for Money Orders (other
     than Self-use Money Orders) as follows:
          If less than the Store Minimum (as defined below) dispenses or sells
          Money Orders in any calendar quarter, the per-item fee under
          paragraph I a. of this Exhibit A for each Money Order sold by Ace
          shall be adjusted as set forth below for Money Orders sold in the
          next calendar quarter:

          For each decrease in the number of Stores (as defined below)
          dispensing or selling Money Orders to a Level (as defined below) or a
          new Level, the per-item fee will be adjusted by *     per Money Order
          sold in favor of Company.
 
          *











--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       100

<PAGE>

          For each increase in the number of Stores dispensing or selling Money
          Orders to a Level or a new Level or to a number equal to or above the
          Store Minimum, the per item fee will be adjusted by *     per Money
          Order sold in favor of Ace.

6.   SIGNING BONUSES. Company will pay Ace a Money Order Signing Bonus of
     $2,000,000, no later than May 1,1998.  Company will pay Ace an additional
     bonus of $500,000 no later than May 1,1998 as consideration for Ace
     entering into both this Agreement and the Bill Payment Processing and
     Funds Transfer Services Agreement ("Bill Payment Agreement"). Ace
     acknowledges that it is also entitled to receive an additional signing
     bonus of $500,000 under the Bill Payment Agreement as consideration for
     Ace entering into both this Agreement and the Bill Payment Agreement; both
     such additional signing bonuses (an aggregate of $1,000,000) are herein
     referred to as the "Dual Signing Bonuses". The additional payment under
     the Bill Payment Agreement will be made no later than May 1, 1998. All
     such payments will be made by fed wire to an account designed by Ace. If
     this Agreement or the Bill Payment Agreement is terminated before its
     expiration date wrongfully by Ace, or by Company as permitted by Section
     18.b. for default by Ace, or by Ace as permitted by Sections 18.b. (vi)
     and 18A, Ace agrees to refund the pro-rata portion of (i) the Signing
     Bonus related to the terminated agreement and (ii) the Dual Signing
     Bonuses. In each case, the "pro-rata portion" will be the number of full
     weeks remaining after the termination date under the terminated agreement
     multiplied by one-two hundred sixtieth (1/260) of the Signing Bonus to be
     repaid.

--------------
*   Confidential information deleted and filed separately with the Securities
    and Exchange Commission pursuant to Rule 24b-2. 	

                                       101

<PAGE>

7.   ANNUAL INCENTIVE BONUSES. Company will pay Ace an Annual Incentive Bonus
     of $300,000, by fed wire to an account designated by Ace, on the first
     banking day after January 1,1999 and on the first banking day after each
     subsequent January 1 during the term of this Agreement.  Company will pay
     Ace an additional Annual Incentive Bonus of $50,000, at the same time (and
     in the same manner) as each Annual Incentive Bonus is paid as set forth in
     the preceding sentence, while both this Agreement and the Bill Payment
     Agreement remain in effect. If this Agreement is terminated before its
     expiration date wrongfully by Ace, or by Company as permitted by Section
     18.b. for default by Ace, or by Ace as permitted by Sections 18.b. (vi)
     and 18A, then Ace will refund to Company the pro rata portion of the
     Annual Incentive Bonuses received under this paragraph 7 in the year of
     termination. The "pro-rata portion" will be the number of full weeks in
     the calendar year remaining after the termination date multiplied by one-
     fifty-second (1/52) of the Annual Incentive Bonuses paid for that year.

                                       102

<PAGE>

8.   NON-EFFECTIVENESS. If the Parties do not enter into the Ace Financing-
     related Documents on or before January 1,1999, 50 that this Agreement does
     not then become effective, Ace agrees to immediately repay Company the
     entire amount of the Money Order Signing Bonus and the Dual Signing
     Bonuses paid to Ace, plus interest on the entire amount, at the annual
     rate set forth in Section 12.a., from the date of Company's payment of the
     Signing Bonuses.

                                       103

<PAGE>

                     EXHIBIT B TO MONEY ORDER AGREEMENT

                          CONFIDENTIALITY AGREEMENT
                          -------------------------

1. CONFIDENTIAL INFORMATION. During the effectiveness of this Agreement, a
   Party may disclose confidential and proprietary information and materials,
   including information about its customers, businesses, third-party
   relationships, and intellectual property, to the other Party. (That
   disclosure may include granting the other Party access to books and records
   in accordance with Section 25A.) All of this information is Confidential
   Information of the disclosing Party, except as specifically excluded below.

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

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

   a.  Information which is or becomes publicly available or available in the
       industry or is in the possession of a third party without any violation
       of this Agreement.
     
                                       104

<PAGE>

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

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

4. COURT ORDERS, SUBPOENAS AND OTHER LEGAL REQUIREMENTS. A Party may disclose
   the other Party's Confidential Information to the extent required by court
   order or subpoena, without violating this Agreement; in this circumstance,
   the Party required to disclose must notify the other Party immediately and,
   at the reasonable request of the other Party, cooperate in any lawful effort
   to contest the subpoena or other legal process or to limit the scope of the
   disclosure. In addition, if a Party reasonably believes that (based on
   advice of counsel) it has any other legal obligation to disclose
   Confidential Information of the other Party, then the disclosure may be
   made, to the extent required, without the consent of the other Party.

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

                                       105

<PAGE>

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

7. REMEDIES. A Party's breach of the provisions of this Confidentiality
   Agreement may cause irreparable harm to the other Party. Each Party agrees
   that in the event of a breach or a threatened breach by it1 the other Party
   may seek injunctive relief in addition to other remedies available to it.

                                       106

<PAGE>

                        EXHIBIT C TO MONEY ORDER AGREEMENT

                              Dispute Resolution   
                              ------------------

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

2. NEGOTIATION.  If a Dispute (including any Dispute about any remittance or
   payment to or by a Party under this Agreement) arises or if a non-payment-
   related breach or default has not been cured within the 30-day cure period
   set forth in Section 1 of this Exhibit C (if applicable), a Party may submit
   the Dispute (which, for the purposes of this and the following provisions of
   Exhibit C, shall include an uncured actual or alleged non-payment-related
   breach or default) in writing to the other Party in accordance with Section
   22 of the Agreement.  Upon the other Party's receipt of that notice, the
   Parties agree to use their reasonable best efforts to negotiate a resolution
   of the Dispute.  If the Parties are unable to resolve the Dispute by
   agreement within 30 days after receipt of that notice, each Party will
   promptly designate in writing one executive representative to, and they will
   use their respective reasonable best efforts to, negotiate a resolution of
   the Dispute within ten days after the expiration of that 30-day period.
 
                                       107 

<PAGE>


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

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

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

                                       108

<PAGE>

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

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

   c. All statutes of limitations that would otherwise be applicable shall
      apply to any arbitration hereunder.  The Federal Rules of Evidence and
      Procedure shall apply to the arbitration. The arbitrators may authorize
      all forms of discovery, including depositions, interrogatories and
      document production, on a showing of particularized need that the
      requested discovery is likely to lead to material
 
                                       109

<PAGE>

      evidence needed to resolve the Dispute and is not excessive in scope,
      timing or cost.

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

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

                                       110

<PAGE>

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

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

                                       111