COMMUNITY WEST BANCSHARES /
<DOCUMENT>
<TYPE>EX-10
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<FILENAME>doc2.txt
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                          MASTER LOAN AGENCY AGREEMENT


This  Master Loan Agency Agreement ("Agreement") is made on August 11, 1999 (the
                                     ---------
"Effective  Date"),  by  Goleta  National  Bank,  a national banking association
 ---------------
("GNB"),  and  Ace Cash Express, Inc., a Texas corporation ("Ace").  GNB and Ace
 ----                                                        ---
are  collectively  referred  to  in  this  Agreement  as  the  "Parties."
                                                                -------

A.   GNB's  business,  as  a  national  bank,  includes  making  loans.

B.   GNB's business includes issuing cards that permit electronic access to bank
     accounts  at  GNB.

C.  Ace's  business  includes the operation of locations at which various retail
    financial  services  are  offered  and  sold  by  Ace  ("Locations").
                                                             ---------

D.   The  Parties  believe  that  it  is  beneficial  for  them  to  enter  into
     arrangements  under which GNB will make loans to Ace's customers at various
     Locations, GNB will issue cards to borrowers to access the loan proceeds in
     those  borrowers'  accounts  at GNB, Ace will serve as administrative agent
     for  GNB  at  various  Locations  in  processing  those loans, and Ace will
     purchase  participations  in  those  loans  made  by  GNB.

In  consideration  of  the  foregoing and the mutual covenants set forth in this
Agreement,  the  Parties  hereby  agree  as  follows:

ARTICLE  I  -  LOANS  AND  AGENCY

1.1  Bank  Loans. This Agreement describes and governs the Parties' relationship
     -----------
     regarding  Bank  Loans.  A  "Bank Loan" is a loan or extension of credit by
                                  ---------
     GNB:

     (a)  to  a  potential  borrower who submits a loan application to GNB for a
          short-term  loan and who, in GNB's judgment, meets the Credit Criteria
          (as  defined  below  in  this  Section  1.1),

     (b)  with  a  stated  term of no more than 33 calendar days (but with up to
          three  Renewals,  as  described  and  defined  in  Section  1.2),  and

     (c)  that  is  funded  by GNB's credit to the borrower's deposit account at
          GNB  that may be accessed electronically only by the borrower's use of
          a  Card  (as  defined  below  in  this  Section  1.1).

     The  "Credit  Criteria" are the credit criteria that must be satisfied by a
           ----------------
     potential  borrower  to  be eligible for a Bank Loan (including a Renewal),
     which  have  been established by GNB and are set forth on Exhibit A to this
                                                               ---------
     Agreement,  as such credit criteria may be amended by GNB from time to time
     in  its sole discretion by at least 90 days' prior Notice (as defined below


<PAGE>

     in  this Section 1.1) to Ace (with each such amendment to be evidenced by a
     superseding Exhibit A); except that if the Office of the Comptroller of the
                 ---------
     Currency or the Board of Governors of the Federal Reserve System (the "Bank
                                                                            ----
     Regulatory  Authority")  requires  or recommends that GNB change the Credit
     ---------------------
     Criteria  within  90  days,  GNB  shall  give  that Notice to Ace as far in
     advance  of  the change as is reasonably practicable. A "Card" is a plastic
                                                              ----
     card  issued  to  a  borrower  by GNB that, with the corresponding personal
     identification  number ("PIN"), permits electronic access to the borrower's
                              ---
     deposit  account at GNB into which the Bank Loan is funded. A "Notice" is a
                                                                    ------
     written  communication  that  complies  with  Section  11.3.

1.2  Terms  of Bank Loans.  The Bank Loans shall be made on the following terms:
     ---------------------

     (a)  Each  initially  funded  Bank Loan must be in the amount (exclusive of
          interest or fees) of $100, or in any $50 increment above $100, up to a
          maximum  of  $500.

     (b)  No  more  than one Bank Loan may be outstanding to any borrower at one
          time.

     (c)  An  initially  funded  Bank  Loan  may  be  renewed by GNB up to three
          consecutive  times,  for  up to 33 calendar days each, only if, at the
          time  each such renewal of a Bank Loan (a "Renewal") is requested, the
                                                     -------
          borrower (i) satisfies the Credit Criteria applicable to that Renewal,
          (ii)  pays  all  interest  accrued  (but  not yet paid) to date on the
          principal  amount  of  the  Bank  Loan, and (iii) repays at least five
          percent  of  the  principal  amount of the then outstanding Bank Loan.

     (d)  The  interest charged to the borrower for a Bank Loan may be up to the
          maximum  rate  of interest that GNB may charge from time to time under
          applicable  law.

     GNB  may  (in  its  sole discretion) modify the terms of the Bank Loans set
     forth  in  this  Section 1.2 upon Notice to Ace at least 90 days before the
     modification  or,  if  the Bank Regulatory Authority requires or recommends
     that  GNB  modify  the  terms  within  90  days, then as soon as reasonably
     practicable after that requirement or recommendation by the Bank Regulatory
     Authority.  Except  as  otherwise provided in this Agreement, neither Party
     may  charge a prospective borrower or a borrower any fee or other amount in
     connection  with  a  Bank Loan (including a Renewal) or any other aspect or
     transaction  described in this Agreement relating to a Bank Loan (including
     the issuance of a Card and the establishment or maintenance of a borrower's
     deposit  account).  Nothing  in  this Agreement, however, affects a Party's
     right  to charge for any service or services rendered to its customers (who
     may  also be prospective borrowers or borrowers) not in connection with any
     other  transactions  described  in  this  Agreement relating to Bank Loans.

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        2
<PAGE>
1.3  Agency  Appointment.  GNB  hereby  appoints  Ace  as  GNB's  agent,  at the
     -------------------
     Locations  at  which  Ace  may  legally so serve, to facilitate and provide
     administrative  services  regarding  the  Bank Loans in accordance with the
     terms  of this Agreement. Ace hereby accepts that appointment and agrees to
     so  serve  as  agent  in  accordance  with  the terms of this Agreement. In
     addition,  Ace  may  invite franchisees of Ace or Ace's affiliates to enter
     into  arrangements  substantially  similar  to  those  in  this  Agreement,
     including  serving  as  GNB's  agents  at their respective retail financial
     services  locations  to  facilitate,  and  provide  administrative services
     regarding,  the  Bank  Loans  ("Participating  Franchisees")  if  all
                                     --------------------------
     Participating  Franchisees enter into an agreement with GNB similar to this
     Agreement;  Ace  agrees  that it shall be and remain liable for all acts or
     omissions to act of all Participating Franchisees as GNB's agent under that
     agreement.

1.4  GNB  Lending  Activities.  For  or  in  connection with the Bank Loans, GNB
     ------------------------
     shall:

     (a)  Establish,  maintain,  and  monitor  the  Credit  Criteria.

     (b)  Provide  to  Ace  appropriate  application  forms  for  Bank Loans, in
          electronic  or  paper  format  as  agreed  by  the  Parties.

     (c)  Review  and  evaluate  each  completed  application  for  a  Bank Loan
          transmitted  by  Ace  for  a prospective borrower, and approve or deny
          that  request  within  *____  after  transmission  of the application.

     (d)  Create  and maintain such forms of disclosure to prospective borrowers
          and  borrowers  as  may  be  required  by  applicable  law.

     (e)  Create  and  maintain  appropriate documentation as may be required by
          applicable  law  in  the  event  that  a  loan  application is denied.

     (f)  Create  and  maintain  appropriate  documentation  for  Bank Loans and
          provide  it  (through  Ace)  to  each  prospective borrower whose loan
          application  has been approved by GNB, including an authorization from
          each  borrower  to  allow  GNB  to grant Ace access to that borrower's
          information  as  contemplated  by  Section  5.1.

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        3
<PAGE>
     (g)  Establish  a  deposit  account  at  GNB for each borrower under a Bank
          Loan,  and  create  appropriate  account  documentation and provide it
          (through  Ace)  to  the  borrower.

     (h)  Fund  the  amount of the Bank Loan into the borrower's deposit account
          at  GNB.

     (i)  Issue  a  Card (including the corresponding PIN) to the borrower under
          Bank  Loans thereby enabling the borrower to access the borrower's GNB
          Bank  account.


     (j)  Develop  (to  the  extent  not  yet  developed)  and  maintain
          credit-evaluation  and decision-making software at GNB's loan approval
          center  ("Credit  Software") that communicates with Ace's POS Software
                    ----------------
          (as  defined  in Section 1.5) at each Location at which Bank Loans are
          offered, and maintain a national toll-free telephone access number for
          the  purpose  of  that  electronic  communication.

     (k)  Take  all  such other actions, other than those to be performed by Ace
          under  this Agreement, as may be required or reasonably appropriate to
          make  Bank  Loans.

     (l)  Reimburse  Ace  for all legal fees and expenses reasonably incurred by
          Ace  in  excess  of  $*  per  year  during  the  effectiveness of this
          Agreement for review of the documentation used in connection with Bank
          Loans  for compliance with applicable bank and lending laws, rules and
          regulations.

1.5  Agent Services. Ace shall, at GNB's reasonable direction in accordance with
     --------------
     the  terms of this Agreement, as GNB's agent at each Location at which Bank
     Loans  are  offered:

     (a)  Obtain  (if  necessary)  and  maintain  a  PIN keypad, a magnetic card
          reader that can read the Cards, POS Software (as defined below in this
          Section 1.5), and the ability to connect to GNB's loan approval center
          through  GNB's national toll-free telephone access number, all in such
          form  as  is  reasonably  acceptable  to  GNB.

     (b)  Maintain  signage  reasonably  acceptable  to  GNB  indicating  the
          availability  of Bank Loans and, if the application forms are in paper
          format,  copies  of  application  forms  for  Bank  Loans.

     (c)  Provide  GNB's  application  forms  for  Bank  Loans  to  prospective
          borrowers  who  so  request.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        4
<PAGE>
     (d)  Upon  request,  assist  each  prospective  borrower  in  completing an
          application  form  and  transmit that completed application form for a
          Bank  Loan  to  GNB  for  evaluation.

     (e)  Deliver  to  each  prospective  borrower  the  appropriate  form(s) of
          legally  required  disclosure  (prepared  by  GNB).

     (f)  Submit  to  each  prospective borrower whose loan application has been
          approved  by GNB the documentation required by GNB for a Bank Loan, or
          deliver  to  each prospective borrower whose loan application has been
          denied  the  loan  denial  documentation  prepared  by  GNB.

     (g)  To  the  extent  required by GNB, deliver to GNB the borrower's signed
          loan  documentation  (including  the  Bank  Loan  application  and the
          promissory  note)  for  a Bank Loan * after approval of the Bank Loan,
          with  the  delivery cost from Ace's regional office to (or as directed
          by)  GNB  to  be  paid  by  GNB.

     (h)  Provide  to  each borrower GNB's forms to establish an account at GNB,
          assist (as requested) each borrower in completing the forms, deliver a
          Card  (including  the corresponding PIN) to each borrower under a Bank
          Loan  as  directed by GNB, and (to the extent required by GNB) deliver
          to  GNB the borrower's signed Card and account authorization documents
          (* after the execution of these documents, with the delivery cost from
          Ace's  regional  office  to  GNB  to  be  paid  by  GNB).

     (i)  Establish  a  bank account with Wells Fargo Bank (or another bank that
          is  a  part  of  the syndicate of banks lending to Ace) into which Ace
          will  deposit  payments  regarding Bank Loans, including principal and
          interest  and  fees (other than the Ace Administrative Fee, as defined
          below  in  this  Section  1.5) received from borrowers (the "Bank Loan
                                                                       ---------
          Repayment  Account").
          ------------------

     (j)  Accept  payments  of  Bank  Loans  as  reasonably directed by GNB, and
          corresponding  interest  and  fees  (other than the Ace Administrative
          Fee),  by  or  on behalf of borrowers and make the amounts so received
          available  to  GNB,  no  later  than the next business day, for GNB to
          initiate  a  debit  entry  through  the Automated Clearinghouse system
          against  the  Bank  Loan  Repayment  Account;  and transmit to GNB the
          paying  borrower's  name,  GNB  Bank  account  number, and amount paid
          immediately  upon  Ace's  receipt  (at a Location or otherwise) or any
          form  of  payment  (whether  paid  by  cash,  check,  or  Automatic
          Clearinghouse  transmission).

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        5
<PAGE>
     (k)  To  the  extent  GNB  does  not  require  delivery  by Ace of the loan
          documentation  or  Card  and  account authorization documentation, GNB
          hereby  appoints  Ace  as custodian of all such documentation, and Ace
          shall  maintain  that  documentation in safekeeping for the benefit of
          GNB.

     Ace  shall develop or cause to be developed software, integrated with Ace's
     point-of-sale  system  at  each  such Location (the "POS System"), by which
                                                          ----------
     data  and documents regarding Bank Loans or applications for Bank Loans may
     be  transmitted  to  and  received  from  GNB's  loan approval center; that
     software actually developed by Ace is "POS Software." The only fee that Ace
                                            ------------
     (for  itself) may charge a prospective borrower or a borrower in connection
     with any Bank Loan or related transactions described in this Agreement is a
     one-time  fee  per  person  of  up  to  $*  to  establish an administrative
     relationship  with  Ace  regarding  any Bank Loans (the "Ace Administrative
                                                              ------------------
     Fee").  GNB  shall  have  no  right  to  any  Ace  Administrative  Fee.
     ---

1.6  Exclusivity.  Subject to Section 8.4(d), the Parties' relationship shall be
     -----------
     exclusive during the effectiveness of this Agreement in accordance with the
     following:

     (a)  After  the  Testing  Period  (as defined in Section 1.7(f)), Ace shall
          not,  directly  or indirectly, offer in any of the Locations, anywhere
          in  the United States of America, any short-term loan that is the same
          as  or substantially similar to the Bank Loans (including any deferred
          check deposit service or product or similar "payday advance" permitted
          under  applicable check-cashing statutes); except that (i) when Ace is
          unable, in light of applicable operational (including contractual) and
          regulatory  requirements,  to  offer Bank Loans at a Location, Ace may
          offer  short-term  loans  substantially  similar  to  the  Bank Loans,
          including  payday  advances,  at  that  Location,  and  (ii)  if  any
          regulatory  authority  having  jurisdiction over the check-cashing and
          related  businesses  of  Ace  requires or recommends that Ace cease to
          offer  Bank Loans at any Location or Locations, Ace may cease to offer
          Bank  Loans  at  that  Location  or  those  Locations  and  may  offer
          short-term  loans  substantially  similar to the Bank Loans, including
          payday  advances,  at  that  Location  or those Locations. The Parties
          acknowledge  that  Ace's and its affiliates' franchisees are not bound
          by  this  Agreement,  and  may continue to offer such short-term loans
          without  regard  to  this  Agreement, unless they become Participating
          Franchisees  as  provided  in  Section  1.3.

     (b)  GNB  shall  not, directly or indirectly, anywhere in the United States
          of America, offer or provide any Bank Loan or any short-term loan that
          is  the  same as or substantially similar to the Bank Loans through or


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        6
<PAGE>
          with any other person; except GNB may make any short-term loan that is
          the  same  as  or substantially similar to the Bank Loans to borrowers
          who  apply  in  person  at  an  office of GNB or to the limited extent
          required  by  applicable  banking  regulations.

     (c)  Ace  shall  use  commercially  reasonable  efforts  to make Bank Loans
          available in all of its Locations as soon as reasonably practicable in
          light  of  operational  and  regulatory  considerations.

     (d)  The  Parties  anticipate  that  Ace  will  submit  for  GNB's approval
          completed  applications  satisfying the Credit Criteria for at least *
          Bank  Loans (including Renewals) during each Year (as defined below in
          this Section 1.6(d)) commencing with the second Year after the Testing
          Period  (the  "Annual  Application  Number"). If Ace submits for GNB's
                         ---------------------------
          approval  during  a Year, commencing with the second Year, a number of
          completed  applications  satisfying the Credit Criteria for Bank Loans
          (including Renewals) that is *% of the Annual Application Number, then
          the Parties' exclusivity commitment, and (accordingly) the stated term
          of  this Agreement in Section 4.1, shall be extended for an additional
          Year  after  the  expiration  date  of  this  Agreement theretofore in
          effect.  A  "Year"  is a consecutive 12-month period after the Testing
                       ----
          Period  that begins on the day after the Testing Period expires and on
          each  anniversary  of  that  day  during  the  Term.

     (e)  If  Ace  does  not,  however,  submit  for  GNB's  approval  completed
          applications  satisfying the Credit Criteria for at least * Bank Loans
          (including Renewals) during any Year, commencing with the second Year,
          then  GNB  may,  within  30  days after the end of such Year, give Ace
          Notice  of  intent  to  terminate  the  Parties' continued exclusivity
          commitment  under  this  Section  1.6.  If,  within 90 days after that
          Notice  of intent to terminate exclusivity, Ace does not submit to GNB
          completed  applications  satisfying the Credit Criteria for at least *
          Bank  Loans  (including  Renewals),  then  the  Parties  shall have no
          further exclusivity commitment under this Section 1.6. The termination
          of  the Parties' exclusivity commitment shall not, however, affect the
          then  effective  stated  term  of  this  Agreement  in  Section  4.1.

1.7  Software Development. To facilitate the process for Bank Loans described in
     --------------------
     this  Agreement,  the  Parties  shall  cooperate  in  developing the Credit
     Software  and  the  POS  Software  as  follows:

     (a)  Ace  will  provide GNB information regarding the POS System for review
          and  evaluation  by  or  on  behalf  of  GNB.

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        7
<PAGE>
     (b)  GNB  will  provide  Ace  information  regarding the software that will
          serve  as  the basis for the Credit Software for review and evaluation
          by  or  on  behalf  of  Ace.

     (c)  The  Parties  will  establish  and  agree  upon  the  functionality
          requirements  for the POS Software and the Credit Software. Each Party
          shall  cooperate, at its own expense, with any reasonable request made
          by  or  on  behalf  of  the  other Party in connection with that other
          Party's  development  of  its  software (i.e., the POS Software or the
          Credit  Software,  as  the  case  may  be).

     (d)  The  POS  Software  developed  by  Ace shall be Ace's property, and no
          ownership rights in or to that POS Software are granted or transferred
          to  GNB  (or  any subsidiary of GNB) in this Agreement or by GNB's (or
          any  GNB subsidiary's) access to or use of the POS Software under this
          Agreement.  The  Credit  Software  developed  by  GNB  shall  be GNB's
          property,  and  no  ownership rights in or to that Credit Software are
          granted  or transferred to Ace in this Agreement or by Ace's access to
          or  use  of  the  Credit  Software  under  this  Agreement.

     (e)  Information  provided  by one Party to or for the benefit of the other
          Party  under  this  Article  1.7  shall be Confidential Information in
          accordance  with Article VII and may not be used for any purpose other
          than  as  provided  in  this  Article  1.7.

     (f)  Upon  completion  of  the  POS  Software  and the Credit Software, the
          Parties  will  cooperate  to  (i)  conduct  initial  tests  of the POS
          Software  and  the Credit Software at Ace's corporate headquarters and
          GNB's  loan  approval  center,  (ii)  conduct  a  beta test of the POS
          Software and the Credit Software at a Location, and (iii) test the POS
          Software  and  the  Credit  Software  in one or two Ace markets before
          offering  Bank  Loans in other Locations. The time period in which all
          such  testing  will  occur  is  the  "Testing Period," and the Testing
                                                --------------
          Period  shall expire on the date on which Bank Loans are first offered
          at  150  Locations  or  the  first  anniversary of the Effective Date,
          whichever  is  earlier.


1.8  Training.  The  Parties shall conduct training sessions for Ace's personnel
     --------
     regarding  the  proper  use  of  equipment  and the proper procedures to be
     followed  in  connection  with  offering  and  processing  Bank  Loans  and
     applications  for  Bank  Loans.  That  training  will  be provided at Ace's
     regional  locations  and  corporate  office with such frequency and on such
     schedule  as  the  Parties  shall  determine.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        8
<PAGE>
1.9  Collection  of Bank Loans. Contemporaneous with this Agreement, the Parties
     -------------------------
     are  entering into a Collection Servicing Agreement, under which is Exhibit
                                                                         -------
     B  to  this  Agreement.  To  the  extent  that  the terms of the Collection
     -
     Servicing Agreement conflict with the terms of this Agreement, the terms of
     this  Agreement  shall  control.

1.10 Advertising.
     -----------

     (a)  Ace may, at its own expense, advertise and promote the availability of
          Bank Loans. For this purpose, GNB hereby grants Ace a nonexclusive and
          nontransferable  license,  during the effectiveness of this Agreement,
          to  use  GNB's  trade  names,  trade  marks,  service marks, and logos
          (whether or not registered or protected or protectible) ("GNB Marks").
                                                                    ---------
          All  uses  of  the  GNB Marks must be approved in advance by GNB, such
          approval not to be unreasonably withheld or delayed. A list of current
          GNB  Marks  is  set  forth  on Exhibit C to this Agreement. GNB is not
                                         ---------
          granting  to Ace any, and shall retain ownership of the GNB Marks. Ace
          shall  discontinue  all  uses  of the GNB Marks upon the expiration or
          termination  of  this  Agreement.

     (b)  GNB may, at its own expense, advertise and promote the availability of
          Bank  Loans through the Locations at which Bank Loans are offered. For
          this purpose, Ace hereby grants GNB a nonexclusive and nontransferable
          license,  during  the  effectiveness  of  this Agreement, to use Ace's
          trade  names,  trademarks,  service  marks,  and logos (whether or not
          registered or protected or protectible) ("Ace Marks"). All uses of the
                                                    ---------
          Ace  Marks must be approved in advance by Ace, such approval not to be
          unreasonably  withheld  or delayed. A list of current Ace Marks is set
          forth  on Exhibit C to this Agreement. Ace is not granting to GNB any,
                    ---------
          and shall retain ownership of the Ace Marks. GNB shall discontinue all
          uses  of  the  Ace  Marks  upon  the expiration or termination of this
          Agreement.

ARTICLE  II  -  LOAN  PARTICIPATION

2.1  Participation  Agreement.  Contemporaneous with this Agreement, the Parties
     ------------------------
     are  entering  into  a  Master Loan Participation Agreement under which GNB
     agrees  to  sell  to  Ace,  and  Ace  agrees  to  purchase  from GNB, a 95%
     participation  in  each  of  the  Bank  Loans made by GNB. That Master Loan
     Participation  Agreement  is  Exhibit  D  to  this  Agreement.
                                   ----------

ARTICLE  III  -  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

3.1  Representations  and  Warranties by GNB. GNB represents and warrants to Ace
     ---------------------------------------
     as  follows:

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        9
<PAGE>
     (a)  GNB  has  full  legal  right,  power  and  authority to enter into and
          perform  this  Agreement.


     (b)  This Agreement has been duly authorized, executed and delivered by GNB
          and  constitutes  the  legal,  valid  and  binding  agreement  of GNB.

     (c)  No  consent,  approval,  authorization  or  order  of any governmental
          agency  or authority, except those disclosed to Ace in writing by GNB,
          is  required  to  be  obtained  by  GNB  to  permit  it to perform its
          obligations  under  this  Agreement.

     (d)  There  is  no  order,  action, suit, proceeding, claim, arbitration or
          investigation  by  any  person,  including any governmental authority,
          pending,  issued  or  outstanding  against  GNB  as a party or, to the
          knowledge  of  GNB, threatened against GNB that challenges GNB's right
          to  execute,  deliver,  perform  under  or consummate the transactions
          described  in  this  Agreement.

     (e)  To  the  extent  related  to  the services offered and provided by GNB
          under  this  Agreement:

          (i)  all  federal,  state  and  local  laws  and regulations have been
               complied  with  in  all  material  respects  relating  to  this
               Agreement;

          (ii) any  and  all licenses, permits and other authorizations required
               of GNB by federal, state or local laws (the "GNB Authorizations")
                                                            ------------------
               have  been  obtained,  are in full force and effect and are valid
               under  applicable  federal,  state  and  local  laws;  and

          (iii)  the  continuation, validity and effectiveness of all of the GNB
               Authorizations shall not be impaired or adversely affected by the
               terms  hereof.

     (f)  The  Confidential  Information  of  Ace previously provided by GNB has
          been  kept  secret and has not been disclosed by GNB to any person who
          is not under a written agreement with GNB or other legal obligation to
          hold  such  Confidential  Information  in  confidence.

3.2  Covenants  by  GNB.  GNB  covenants  with  ACE  as  follows:
     ------------------

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       10
<PAGE>
     (a)  GNB  will  cooperate  with  Ace  regarding  any  inspections  or
          investigations  by any governmental agency or authority that may occur
          during  the  Term  (as  defined  in  Article  IV).

     (b)  GNB  will  promptly  give  Notice  to  Ace of any order, action, suit,
          proceeding,  claim,  arbitration,  or  investigation  by  any  person,
          including  any  governmental  authority,  that  is  filed,  issued, or
          threatened  against  GNB  that challenges GNB's legal right to perform
          its  obligations  under  this  Agreement.

     (c)  GNB  will maintain the effectiveness of all of the GNB Authorizations,
          or  will  obtain new or additional GNB Authorizations, as necessary to
          permit  it  to  perform  its  obligations  under  this  Agreement.

     (d)  When developed, the Credit Software will not, to the best knowledge of
          GNB, infringe upon the proprietary rights, including patent, copyright
          or  trade-secret  rights,  of  any  other  person.

     (e)  The  Credit  Software  will  accurately  receive,  provide and process
          date/time data (including calculating, comparing and sequencing) from,
          into and between the 20th and 21st centuries, including the years 1999
          and  2000,  and leap-year calculations and will not malfunction, cease
          to  function  or  provide  invalid or incorrect results as a result of
          date/time  data.

     (f)  GNB  will  pay  Ace  the  portion  of  the ATM charges received by GNB
          described  in,  and  in  accordance with, Exhibit E to this Agreement.
                                                   ----------

     (g)  GNB  shall  comply  in  all  material  respects  with  all  legal  and
          regulatory  requirements,  including bank and lending laws, rules, and
          regulations,  imposed  on  or  applicable to it in connection with the
          performance  of  its  obligations  and its other activities under this
          Agreement.

3.3  Representations  and  Warranties by Ace. Ace represents and warrants to GNB
     ---------------------------------------
     as  follows:

     (a)  Ace  has  full  legal  right,  power  and  authority to enter into and
          perform  this  Agreement.

     (b)  This Agreement has been duly authorized, executed and delivered by Ace
          and  constitutes  the  legal,  valid  and  binding  agreement  of Ace.

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       11
<PAGE>
     (c)  No  consent,  approval,  authorization  or  order  of any governmental
          agency  or authority, except those disclosed to GNB in writing by Ace,
          is  required  to  be  obtained  by  Ace  to  permit  it to perform its
          obligations  under  this  Agreement.

     (d)  There  is  no  order,  action, suit, proceeding, claim, arbitration or
          investigation  by  any  person,  including any governmental authority,
          pending,  issued  or  outstanding  against  Ace  as a party or, to the
          knowledge  of  Ace, threatened against Ace that challenges Ace's right
          to  execute,  deliver,  perform  under  or consummate the transactions
          described  in  this  Agreement.

     (e)  To  the  extent  related  to  the services offered and provided by Ace
          under  this  Agreement:

          (i)  all  federal,  state  and  local  laws  and regulations have been
               complied  with  in  all  material  respects  relating  to  this
               Agreement;

          (ii) any  and  all licenses, permits and other authorizations required
               of Ace by federal, state or local laws (the "Ace Authorizations")
                                                            ------------------
               have  been  obtained,  are in full force and effect and are valid
               under  applicable  federal,  state  and  local  laws;  and

          (iii)  the  continuation, validity and effectiveness of all of the Ace
               Authorizations shall not be impaired or adversely affected by the
               terms  hereof.

     (f)  The  Confidential  Information  of  GNB previously provided to Ace has
          been  kept  secret and has not been disclosed by Ace to any person who
          is not under a written agreement with Ace or other legal obligation to
          hold  such  Confidential  Information  in  confidence.

3.4  Covenants  by  Ace.  Ace  covenants  with  GNB  as  follows:
     ------------------

     (a)  Ace  will  cooperate  with  GNB  regarding  any  inspections  or
          investigations  by any governmental agency or authority that may occur
          during  the  Term.

     (b)  Ace  will  promptly  give  Notice  to  GNB of any order, action, suit,
          proceeding,  claim,  arbitration,  or  investigation  by  any  person,


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       12
<PAGE>
          including  any  governmental  authority,  that  is  filed,  issued, or
          threatened  against  Ace  that challenges Ace's legal right to perform
          its  obligations  under  this  Agreement.

     (c)  Ace  will maintain the effectiveness of all of the Ace Authorizations,
          or  will  obtain new or additional Ace Authorizations, as necessary to
          permit  it  to  perform  its  obligations  under  this  Agreement.

     (d)  When  developed,  the  POS Software will not, to the best knowledge of
          Ace, infringe upon the proprietary rights, including patent, copyright
          or  trade-secret  rights,  of  any  other  person.

     (e)  The  POS  Software  will  accurately  receive,  provide  and  process
          date/time data (including calculating, comparing and sequencing) from,
          into and between the 20th and 21st centuries, including the years 1999
          and  2000,  and leap-year calculations and will not malfunction, cease
          to  function  or  provide  invalid or incorrect results as a result of
          date/time  data.

     (f)  Ace  will  pay  GNB  the fees for the Cards and the Loan Participation
          Processing  Fees  described  in,  and in accordance with, Exhibit E to
                                                                    ---------
          this  Agreement;  Ace  shall  have  no  right  to  any  such  fees.

     (g)  As  GNB's  agent  with  respect  to  Bank Loans, Ace will follow GNB's
          reasonable  instructions  in  accordance  with  the  terms  of  this
          Agreement.

     (h)  Ace  shall  comply  in  all  material  respects  with  all  legal  and
          regulatory  requirements,  including  check-cashing  laws,  rules, and
          regulations,  imposed  on  or  applicable to it in connection with the
          performance  of  its  obligations  and its other activities under this
          Agreement.

ARTICLE  IV  -  TERM  AND  TERMINATION

4.1  Term  of  Agreement.  Unless earlier terminated as provided in Section 4.2,
     -------------------
     this Agreement shall expire at 11:59:59 p.m., Central Time, on the later of
     (a)  the  fifth anniversary of the date on which the Testing Period expires
     or  (b)  the  date  on which the exclusivity period provided by Section 1.6
     expires.  As  used  herein, the "Term" of this Agreement begins on the date
                                      ----
     hereof  and  shall  continue  until this Agreement expires or is terminated
     earlier  under  Section  4.2.



__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       13
<PAGE>
4.2  Termination.  A  Party  may  terminate  this  Agreement  as  follows:
     -----------

     (a)  Either  Party may terminate this Agreement immediately upon Notice if:

          (i)  the  other  Party  makes  a  general  assignment  of  all  or
               substantially  all  of  its  assets for the benefit of creditors;

          (ii) 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, including
               a  receivership or custody relationship imposed by a governmental
               or  quasi-governmental  regulatory  authority;  or

          (iii)  the other Party files a voluntary petition for relief under the
               United  States  Bankruptcy Code or other bankruptcy or insolvency
               laws;  or

          (iv) an  involuntary  bankruptcy  or insolvency petition filed against
               the  other  Party  is  not  dismissed  within  90  days.

     (b)  Either Party may terminate this Agreement on ten business days' Notice
          upon  the  other  Party's  refusal  or failure to make any payment due
          under  this  Agreement which is not cured within such ten business-day
          period.  Such  termination  shall  be  effective  immediately  upon
          expiration  of such cure period unless the defaulting Party cures such
          default  within  the  applicable  cure  period.

     (c)  Either  Party  may  terminate  this  Agreement  upon 30 business days'
          Notice  upon  the  occurrence of any material breach or default by the
          other  Party  under this Agreement (other than as described in Section
          4.2(b))  which  is  not  cured  within  such  30  business-day period.

     (d)  Ace  may terminate this Agreement upon 60 business days' Notice if any
          change  in  the  Credit  Criteria  or  in  the terms of the Bank Loans
          (stated  in  Section  1.2)  by  GNB,  in Ace's judgment, has adversely
          affected  or  would  adversely  affect  the  market  for  Bank  Loans.

     (e)  Either  party  may  terminate  this  Agreement  upon 30 business days'
          Notice  if  the  Bank Regulatory Authority requires or recommends that
          GNB  cease  making  Bank  Loans,  in whole or in part, as provided for
          under  this  Agreement,  or imposes such conditions on GNB's making of


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       14
<PAGE>
          Bank Loans as would have a material adverse effect on GNB's ability to
          make  Bank Loans as provided for under this Agreement, as confirmed to
          Ace  by  GNB's  bank  regulatory  counsel.

4.3  Restrictions  on  Termination.  A Party may not terminate this Agreement if
     -----------------------------
     the  event  or  circumstance described in Section 4.2 upon which that Party
     would  rely  in  so  terminating,  was  caused by that Party's breach of or
     default under this Agreement. Termination rights to the Party under Section
     4.2  are not exclusive of any other right or remedy available to or granted
     to  a  nonbreaching  or  nondefaulting  Party  under  this  Agreement.

4.4  Change of 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 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.

4.5  Post-Termination  Obligations.  Upon  the expiration or termination of this
     -----------------------------
     Agreement,  each  Party  will remit to the other Party all amounts owing to
     such  Party  at the time of such expiration or termination. 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
     date.

ARTICLE  V  -  ACCESS;  INSPECTION  RIGHTS

5.1  Loan  Databases.
     ---------------

     (a)  GNB shall maintain a database of information regarding all Bank Loans,
          including  information  regarding the borrower's name, the Card number
          associated  with  the  borrower's deposit account, the balance in such
          account,  the  Bank Loan funding and payment history, and the Location
          (or,  if  applicable,  the  Participating Franchisee location) through
          which  the  Bank  Loan was originated and facilitated. GNB shall allow
          Ace  access  to  that  database  at any time during the Term and shall
          coordinate  with  Ace regarding any software and hardware necessary to
          access  such  database.

     (b)  Ace  shall  maintain  a  database of information regarding the payment
          history  of all Bank Loans, including information regarding the paying
          borrower's  name,  GNB Bank account number, and amount paid. Ace shall
          allow  GNB  access  to  that  database at any time during the Term and
          shall  coordinate  with  GNB  regarding  any  software  and  hardware
          necessary  to  access  such  database.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       15
<PAGE>
5.2  Inspection  Rights.  During  the  Term,  but  no  more often than once each
     ------------------
     calendar  year  during  the Term (or more often only as necessary to comply
     with  requirements  of  the  Bank Regulatory Authority or of any regulatory
     authority having jurisdiction over the check-cashing and related businesses
     of  Ace  or  if  there  is  a  material  discrepancy identified through the
     electronic  monitoring  of  the databases described in Section 5.1), either
     Party may request an inspection of the financial or other books and records
     of  the  other Party relating to this Agreement by giving at least 30 days'
     prior  Notice  to  the  other Party. Any such inspection shall be conducted
     only during the regular business hours of the other Party, or at such other
     reasonable  time  to  which  the  other  Party may consent, and without any
     unreasonable disruption of the other Party's business operations. If, based
     upon the results of any such inspection, a Party claims or intends to claim
     any  additional  funds  are owing from the other Party, then (a) such Party
     shall,  within  ten  business days after its receipt of the results of that
     inspection,  submit  to  the  other  Party  a  copy  of the results of that
     inspection,  and (b) the other Party shall have ten business days to review
     and,  if  it  chooses,  object  to  those  results  by giving notice of its
     objection to the Party conducting the inspection. Any Dispute regarding the
     results  of  that inspection that is not resolved by the Parties' agreement
     within ten business days after the other Party's notice of objection to the
     inspecting  Party  shall  be  settled  in  accordance with Section 8.6. The
     disputed  results of any inspection shall not be binding on the other Party
     for purposes of this Section 5.2 until the Dispute has been resolved by the
     Parties'  agreement  or  in  accordance  with Section 8.6. The cost of such
     inspection  shall  be  paid  by  the  inspecting  Party.

ARTICLE  VI  -  NONSOLICITATION

6.1  Nonsolicitation. During the Term and the first year after the expiration or
     ---------------
     termination  of  this  Agreement,  a  Party  may not directly or indirectly
     solicit  for employment or employ any employee of the other Party or any of
     the other Party's affiliates or induce or attempt to induce any employee of
     the  other  Party  or any of the other Party's affiliates to terminate that
     employee's  employment  relationship;  except  that:

     (a)  general solicitations of employment published in journals, newspapers,
          or  other  publications  of  general  circulation and not specifically
          directed  toward any employee or group of employees of the other Party
          or any of the other Party's affiliates shall not be deemed a violation
          of  this  Section  6.1;  and


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       16
<PAGE>
(b)     a  Party  shall not be prohibited from employing any person who contacts
that Party or any of that Party's affiliates on that person's own initiative and
without  any  solicitation, directly or indirectly, by that Party or any of that
Party's  affiliates.

ARTICLE  VII  -  CONFIDENTIAL  INFORMATION

7.1  Confidential  Information. Each Party shall keep confidential the following
     -------------------------
     information  ("Confidential  Information")  acquired  by  it  under  or  in
                    -------------------------
     connection  with  this  Agreement:

     (a)  Information  relating  to  the  other  Party's  business,  financial
          condition or performance, or operations that the other Party treats as
          confidential  or  proprietary.

     (b)  Copies  of  records  and  other information obtained from that Party's
          examination  of  the  other  Party's  records  under  Article  V.

     (c)  The  terms  and  performance  of, any breach under, or any Dispute (as
          defined  in  Section  8.6)  regarding  this  Agreement.

     (d)  The  Parties'  conduct, decisions, documents, and negotiations as part
          of,  and  the  status  of,  any  proceedings  to  resolve any Dispute.

     (e)  Any  other  information,  including  the  POS  Software and the Credit
          Software and the information used in the development or implementation
          of  the  POS  Software  and the Client Software, whether in a tangible
          medium or oral and whether proprietary to the other Party or not, that
          is  marked or clearly identified by the other Party as confidential or
          proprietary.

     A Party may not use any of the other Party's Confidential Information other
     than  as  required  to  perform  its obligations or exercise its rights and
     remedies,  including  as  part of the resolution of any Dispute, under this
     Agreement.

7.2  Excluded  Information.  A  Party  has  no obligation under this Article VII
     ---------------------
     regarding  any  information,  including information that would otherwise be
     Confidential  Information,  to  the  extent  that  the  information:

     (a)  is  or  becomes  publicly available or available in the industry other
          than  as a result of any breach of this Agreement or any other duty of
          that  Party;  or

__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       17
<PAGE>
     (b)  is  or  becomes  available  to  that Party from a source that, to that
          Party's  knowledge,  is lawfully in possession of that information and
          is  not  subject  to  a  duty of confidentiality, whether to the other
          Party  or  another  person,  violated  by  that  disclosure.

7.3  Standard  of Care. Each Party shall use at least the same degree of care in
     ----------------
     maintaining  the  confidentiality  and  restricting  the  use  of the other
     Party's Confidential Information as that Party uses with respect to its own
     proprietary  or  confidential  information,  and  in  no  event  less  than
     reasonable  care.

7.4  Permitted Disclosures. A Party may disclose Confidential Information to its
     ----------------------
     officers,  directors,  agents,  or employees as necessary to give effect to
     this  Agreement.  Each Party shall inform each of those persons to whom any
     Confidential  Information is communicated of the obligations regarding that
     information under this Article VII and impose on that person the obligation
     to  comply  with  this  Article VII regarding the Confidential Information.
     Each  Party shall be responsible for any breach of that Party's obligations
     under  this  Article  VII by its officers, directors, agents, or employees.

7.5  Required  Disclosures.  Each Party may disclose Confidential Information in
     ---------------------
     response  to  a  request  for  disclosure  by a court or other governmental
     authority, including a subpoena, court order, or audit-related request by a
     taxing  authority,  if  that  Party:

     (a)  promptly  Notifies  the other Party of the terms and the circumstances
          of  that  request;

     (b)  cooperates  with the other Party's reasonable instructions (if any) to
          resist  or  narrow  that  request;

     (c)  furnishes  only  information  that,  according  to advice of its legal
          counsel,  that  Party  is  legally  compelled  to  disclose;  and

     (d)  uses  commercially  reasonable  efforts  to  obtain  an order or other
          reliable  assurance  that  confidential treatment will be accorded the
          information  disclosed.

     A  Party  need  not comply with these conditions to disclosure, however, to
     the  extent  that  the  request  or  order of the governmental authority in
     effect  prohibits  that  compliance. A Party may also disclose Confidential
     Information  without complying with these conditions to the extent that the
     Party  is otherwise legally obligated to do so (for example, to comply with
     applicable  securities  and/or  banking  laws),  as  confirmed by advice of
     counsel.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       18
<PAGE>
7.6  Title  to Information. The Confidential Information of a Party disclosed by
     ----------------------
     it to the other Party under this Agreement shall remain the property of the
     disclosing  Party; nothing in this Agreement grants or conveys to the other
     Party  any  ownership  rights  in,  or  (except as expressly stated in this
     Agreement)  rights to use or license, any of that Confidential Information.

7.7  Survival;  Return. The obligations under this Article VII shall continue on
     -----------------
     and  after the expiration or termination of this Agreement. Upon request of
     the  disclosing  Party  upon or after the expiration or termination of this
     Agreement,  the other Party shall return or, if requested by the disclosing
     Party, destroy the Confidential Information of the disclosing Party that it
     holds.  The  requested  return  or  destruction  shall  include  removal or
     deletion of Confidential Information from all data bases and magnetic media
     of  the  other  Party.

ARTICLE  VIII  -  INDEMNIFICATION  AND  REMEDIES

8.1  Indemnification  by  GNB.  GNB  shall  indemnify  Ace  and  its  officers,
     ------------------------
     directors, agents, attorneys and affiliates (collectively, "Ace Indemnified
                                                                 ---------------
     Persons")  against,  and  hold Ace and the Ace Indemnified Persons harmless
     -------
     from,  the  following:

     (a)  Five percent of all losses, claims, obligations, demands, assessments,
          penalties,  liabilities,  costs  (including reasonable attorneys' fees
          and  expenses) and damages asserted against Ace or any Ace Indemnified
          Person or incurred by Ace or any Ace Indemnified Person (collectively,
          "Ace  Losses")  by  reason  of,  resulting  from,  or  relating to any
           -----------
          Third-Party  Claims  (as  defined  below in this Section 8.1) asserted
          against  Ace  or  any  Ace  Indemnified Person, except any Third-Party
          Claims  described  in  Section  8.1(b)  or  Section  8.1(c).

     (b)  All  Ace  Losses  by  reason  of,  resulting  from, or relating to any
          Third-Party  Claims asserted against Ace or any Ace Indemnified Person
          based  on  any  Infringement (as defined below in this Section 8.1) or
          alleged  Infringement  by any of the GNB Marks or the Credit Software.

     (c)  All  Ace  Losses  by  reason  of,  resulting  from, or relating to any
          Third-Party  Claims asserted against Ace or any Ace Indemnified Person
          in  which,  or  in  connection  with which, GNB or any GNB Indemnified
          Person  (as  defined  in  Section  8.2) admits or acknowledges, or any
          court or other governmental authority or arbitrator finds or otherwise
          determines,  that  GNB or any GNB Indemnified Person has committed (by
          act  or  omission)  any  willful  misconduct.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       19
<PAGE>
     GNB  shall not be obligated to indemnify Ace or any Ace Indemnified Person,
     or  hold Ace or any Ace Indemnified Person harmless from, any Ace Losses by
     reason  of, resulting from, or relating to any Third-Party Claims (i) based
     on  any Infringement or alleged Infringement by any of the Ace Marks or the
     POS Software, or (ii) in which, or in connection with which, Ace or any Ace
     Indemnified  Person  admits  or  acknowledges,  or  any  court  or  other
     governmental  authority  or arbitrator finds or determines, that Ace or any
     Ace  Indemnified  Person  has  committed  (by  act or omission) any willful
     misconduct.  A  "Third-Party  Claim"  is  any  claim  of liability asserted
                      ------------------
     against  a Party by any person other than Ace or any Ace Indemnified Person
     or  GNB  or  any  GNB  Indemnified Person arising out of a Bank Loan or the
     services  or  products  provided  under  this  Agreement  by  either Party.
     "Infringement"  means  any  infringement  of  any copyright established in,
      ------------
     infringement of any patent duly issued in, or misappropriation of any trade
     secret  protected  in  the  United  States  of  America.

8.2  Indemnification  by  Ace.  Ace  shall  indemnify  GNB  and  its  officers,
     ------------------------
     directors, agents, attorneys and affiliates (collectively, "GNB Indemnified
                                                                 ---------------
     Persons")  against,  and  hold GNB and the GNB Indemnified Persons harmless
     -------
     from,  the  following:

     (a)  Ninety-five  percent  of  all  losses,  claims,  obligations, demands,
          assessments,  penalties,  liabilities,  costs  (including  reasonable
          attorneys'  fees and expenses) and damages asserted against GNB or any
          GNB  Indemnified  Person  or  incurred  by  GNB or any GNB Indemnified
          Person  (collectively,  "GNB Losses") by reason of, resulting from, or
                                   ----------
          relating  to  any  Third-Party  Claims asserted against GNB or any GNB
          Indemnified Person, except any Third-Party Claims described in Section
          8.2(b)  or  Section  8.2(c).

     (b)  All  GNB  Losses  by  reason  of,  resulting  from, or relating to any
          Third-Party  Claims asserted against GNB or any GNB Indemnified Person
          based  on  any  Infringement or alleged Infringement by any of the Ace
          Marks  or  the  POS  Software.

     (c)  All  GNB  Losses  by  reason  of,  resulting  from, or relating to any
          Third-Party  Claims  in  which or in connection with which, Ace or any
          Ace  Indemnified  Person  admits  or  acknowledges,  or  any  court or
          governmental  authority  or  arbitrator finds or otherwise determines,
          that  Ace  or  any  Ace  Indemnified  Person  has committed (by act or
          omission)  any  willful  misconduct.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       20
<PAGE>
     Ace  shall  not  be  obligated to indemnify or hold harmless GNB or any GNB
     Indemnified  Person  regarding any GNB Losses by reason of, resulting from,
     or  relating  to  any  Third-Party  Claims (i) based on any Infringement or
     alleged  Infringement  by  any  of the GNB Marks or the Credit Software, or
     (ii)  in which, or connection with which, GNB or any GNB Indemnified Person
     admits  or  acknowledges,  or  any court or other governmental authority or
     arbitrator  finds  or otherwise determines, that GNB or any GNB Indemnified
     Person  has  committed  (by  act  or  omission)  any  willful  misconduct.

8.3  Defense  of  Certain  Third-Party  Claims.  Each  Party shall promptly give
     -----------------------------------------
     Notice  to  the  other  Party of any Third-Party Claim asserted against the
     notifying  Party  (though  the  failure  to  give any such Notice shall not
     affect  any rights or remedies of the Parties or any GNB Indemnified Person
     or  any  Ace  Indemnified  Person  except  to  the extent that such failure
     impairs  or  prejudices  the  defense  of  the  Third-Party  Claim).  If  a
     Third-Party  Claim  is  asserted  against either Party, any GNB Indemnified
     Person, or any Ace Indemnified Person and GNB does not acknowledge or admit
     any  indemnification  obligation  under  Section  8.1(b) or Section 8.1(c),
     then:

     (a)  Ace shall be entitled to assume and conduct the defense and settlement
          of  that Third-Party Claim, with counsel chosen by Ace, though no such
          settlement  shall  be  binding  on  GNB  or any GNB Indemnified Person
          without its written consent, which may not be unreasonably withheld or
          delayed;

     (b)  subject  to  Section 8.3(c), Ace shall treat that Third-Party Claim as
          subject  to  Sections  8.1(a)  and  8.2(a);  and

     (c)  if  it is subsequently determined in accordance with Section 8.6 or by
          the  Parties'  agreement  that  the  Third-Party  Claim  is subject to
          Sections  8.1(b),  Section  8.1(c),  Section 8.2(b), or Section 8.2(c)
          (rather  than  Sections 8.1(a) and 8.2(a)) then the responsibility for
          Ace  Losses  or  GNB Losses, or both, shall be allocated in accordance
          with  the  applicable provision or provisions of Sections 8.1 and 8.2.

     Nevertheless,  if Ace acknowledges or admits its indemnification obligation
     under  Section  8.2(b)  or Section 8.2(c), Ace need not comply with Section
     8.3(b) and need not obtain the consent of GNB or any GNB Indemnified Person
     to  any  settlement.



__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       21
<PAGE>
8.4  Force  Majeure.
     --------------

     (a)  Neither  Party  shall be in breach or default of its obligations under
          this  Agreement to the extent that delay or failure in its performance
          is  caused  by  an act of God, fire, flood, severe weather conditions,
          utilities  or  telecommunications  failures,  materials  shortage,
          unavailability  of  transportation,  government  ordinance,  laws,
          regulations  or  restrictions,  events of war or civil disorder or any
          other  cause  beyond  the  reasonable  control of that Party. However,
          nothing  in  this  Section  8.4  shall  relieve  any  Party  from  its
          obligations  to  make  payments to the other Party as provided in this
          Agreement.

     (b)  If  a  Party  anticipates any excusable delay or failure under Section
          8.4(a),  it  shall  promptly Notify the other Party of the anticipated
          delay  or failure, the anticipated effect of that delay or failure and
          any actions that are being or are to be taken to alleviate or overcome
          the  cause  of  the  delay  or  failure.

     (c)  If  a  Party  is  claiming an excusable delay or failure under Section
          8.4(a),  it  shall use commercially reasonable efforts to alleviate or
          overcome  the  cause  of  the  delay  or  failure as soon as possible.


     (d)  If  a  Party is unable to perform due to an excusable delay or failure
          under  Section  8.4(a),  and  such delay or failure continues for more
          than  72  hours,  then  the  exclusivity  restrictions  of Section 1.6
          binding  on the Party entitled to performance shall be suspended until
          the  Party  whose  performance is impaired can again fully perform its
          obligations.

8.5  Insurance.  The  Parties  shall make good faith efforts to obtain insurance
     ---------
     against loss for acts or omissions to act by the Parties as provided for in
     this Agreement. To the extent the Parties mutually determine that insurance
     covering  Third-Party  Claims is available on commercially reasonable terms
     (including  premium  costs),  the  Parties  will  obtain  and maintain such
     insurance  coverage  during  the Term. The amount of the insurance coverage
     will  be  as mutually determined by the Parties. The premium costs for that
     insurance policy shall be paid *% by Ace and * by GNB. The Parties shall be
     designated loss payees under that insurance policy in accordance with their
     respective  responsibility  regarding Third-Party Claims under this Article
     VIII.

8.6  Arbitration.  Any  dispute, controversy or claim arising out of or relating
     -----------
     to  this  Agreement, or the breach or validity hereof ("Dispute"), shall be
                                                             -------
     settled  by  final and binding arbitration in accordance with the Rules for
     Commercial  Arbitration  (the  "Rules")  of  the  American  Arbitration
                                     -----
     Association  ("AAA")  in  effect  as  of  the  date  of  the Dispute and in
                    ---
     accordance  with  the  following  subsections  of this Section 8.6. (In the


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       22
<PAGE>
     event of any inconsistency between the Rules and the arbitration provisions
     of  this  Section  8.6,  the  latter  shall  control.)

     (a)  The  arbitration  shall  be  conducted  by  a  sole arbitrator who has
          experience  in  or is otherwise familiar with the kinds of business to
          which  this  Agreement  relates  and  is  not,  and  has  not been, an
          affiliate  or  a  family  member  of  either  Party.  In  the event an
          arbitrator  who  has  such  experience or familiarity cannot be found,
          then  the  Parties  shall  appoint  an  arbitrator  who  is  mutually
          satisfactory  to  them.  Such  arbitrator  shall  be  appointed by the
          Parties within 15 days from the filing of the Demand and Submission in
          accordance  with  Section 7 of the Rules. If the Parties fail to agree
          upon  a sole arbitrator within such 15-day period and fail to agree to
          an  extension  of such period, the arbitration shall be conducted by a
          sole  arbitrator appointed by the AAA in accordance with Section 14 of
          the  Rules.  The  arbitrator  appointed  shall be knowledgeable in the
          subject  matter  of  the  Dispute.

     (b)  The  place  of  arbitration  shall  be Phoenix, Arizona, and the final
          decision  or  award  of the arbitrator shall be issued at the place of
          arbitration.  The  arbitrator  may, however, call and conduct hearings
          and  meetings at such other places as (i) the Parties hereby may agree
          or  (ii) the arbitrator may, on the motion of a Party, determine to be
          necessary  to  obtain  significant  testimony  or  evidence.

     (c)  The  arbitrator  shall  have  the  power  to  authorize  all  forms of
          discovery  (including  depositions,  interrogations  and  document
          production)  on  a  showing  of particularized need that the requested
          discovery (i) is likely to lead to material evidence needed to resolve
          the  controversy  and (ii) is not excessive in scope, timing, or cost.

     (d)  The  arbitrator shall not have the power to (i) rule upon or grant any
          extension,  renewal  or  continuance  of  this  Agreement,  (ii) award
          damages  or  other remedies expressly prohibited by this Agreement, or
          (iii)  grant  interim  injunctive  relief  before  rendering the final
          decision  or  award. Nevertheless, either of the Parties may apply for
          and  obtain  temporary or provisional injunctive relief from any court
          having  jurisdiction  over  one or both of the Parties or their assets
          regarding any violation or alleged violation by the other Party of its
          obligations  under  this  Agreement.

     (e)  The final decision or award of the arbitrator shall be made as soon as
          reasonably  practicable  after the appointment of the arbitrator under
          Section  8.6(a).  Such  a  final  decision  or  award  may include (i)
          recovery of actual damages for violation of any obligations under this
          Agreement  or  of  governing  law  or  (ii)  injunctive relief against
          threatened  or  actual  violations  of  any  obligations  under  this
          Agreement  or  of  governing  law.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       23
<PAGE>
     (f)  The  final  decision  or  award  of  the arbitrator shall be final and
          binding on the Parties, and judgment upon such final decision or award
          may  be  entered  in any court having jurisdiction over one or both of
          the  Parties or their assets. The Parties specifically waive any right
          they  may have to apply to any court for relief from the provisions of
          this  Agreement or from any decision of the arbitrator made before the
          final  decision  or  award  of  the  arbitrator.

     (g)  Subject  to the final decision or award of the arbitrator, each of the
          Parties  shall  bear  an  equal  portion  of the arbitrator's fees and
          expenses,  and each shall bear all of its own expenses. The arbitrator
          shall  have  the  power,  however,  to  award recovery of all fees and
          expenses (including attorneys' fees, administrative fees, arbitrator's
          fees  and  court  costs)  to  the prevailing Party in the arbitration.

8.7  Equitable  Relief.  To  the extent that monetary relief is not a sufficient
     -----------------
     remedy  for  any  breach of this Agreement, or upon any breach or impending
     breach  of Articles VI or VII, the non-breaching Party shall be entitled to
     injunctive  relief  as  a remedy for that breach or impending breach by the
     other Party, in addition to any other remedies granted to the non-breaching
     Party  in  this  Agreement.  That injunctive relief shall be sought through
     arbitration  in accordance with Section 8.6, except as permitted by Section
     8.6(d).

8.8  Waiver of Remedies. No forbearance, delay, or indulgence by either Party in
     ------------------
     enforcing  this  Agreement  shall  prejudice the rights or remedies of that
     Party.  No  waiver  of  a Party's rights or remedies regarding a particular
     breach  of this Agreement constitutes a waiver of those rights or remedies,
     or  any  other  rights  or  remedies, regarding any other or any subsequent
     breach  of  this  Agreement.

8.9  Survival.  The  rights,  remedies,  and obligations under this Article VIII
     --------
     shall  continue  on  and  after  the  expiration  or  termination  of  this
     Agreement.

8.10 Certain  Damages.  Under no circumstance 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 a possibility those damages was disclosed or otherwise
     known  to  that  Party.  A Party may not claim or receive as damages in any
     claim  or  proceeding  against  the other Party alleging that other Party's
     breach  or  default  of  this Agreement any amounts paid or incurred by the


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       24
<PAGE>
     claiming  Party in fulfilling its indemnification obligations in connection
     with  Third-Party  Claims  in  accordance  with  Sections  8.1 through 8.3.

8.11 Interest  on  Past  Due  Amounts. All amounts due under this Agreement, but
     --------------------------------
     remaining  unpaid for 30 days after Notice of non-payment (if so elected by
     the Party entitled to the payment), shall bear interest at a rate per annum
     equal  to  the  prime rate set forth in the Money Rates section of The Wall
     Street  Journal plus two percent (2%) until those amounts are paid in full.

ARTICLE  IX  -  PREEMPTIVE  AND  REFUSAL  RIGHTS

9.1  Preemptive  and  Refusal  Rights  Agreement.  Contemporaneous  with  this
     -------------------------------------------
     Agreement,  the  Parties and Electronic Paycheck, LLC, a California limited
     liability  that  is a subsidiary of GNB, are entering into a Preemptive and
     Refusal  Rights  Agreement,  which  is  Exhibit  F  to  this  Agreement.
                                             ----------

ARTICLE  X  -  SERVICE  LEVEL  AGREEMENT

10.1 Service  Level  Agreement. Contemporaneous with this Agreement, the Parties
     -------------------------
     are  entering  into  a  Service Level Agreement, which is Exhibit G to this
                                                               ---------
     Agreement.

ARTICLE  XI  -  MISCELLANEOUS

11.1 Parties' Relationship. The Parties are independent, and 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
     compensation  and  the actions or omissions of those employees, and neither
     Party  has  any  authority  with  respect  to  the other Party's employees.

11.2 Governing  Law.  California  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.

11.3 Notices.  Each  notice,  request,  demand, and other communication from one
     -------
     Party to the other under this Agreement must be in writing and delivered in
     person  or  by  courier  or  sent  by  certified  mail,  overnight mail, or
     facsimile,  in  any  case  prepaid  by  the  notifying  Party,  and must be
     addressed  as  follows:


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       25
<PAGE>
                        If  to  Ace:
                        Ace  Cash  Express,  Inc.
                        1231  Greenway  Drive
                        Suite  800
                        Irving,  Texas  75038
                        Facsimile:  (972)  582-1430
                        Attention:  Jay  B.  Shipowitz,
                                    Chief  Financial  Officer

                        If  to  GNB:
                        Goleta  National  Bank
                        5827  Hollister  Avenue
                        Goleta,  California  93117
                        Facsimile:  (805)  683-2082
                        Attention:  Llewellyn  W.  Stone,
                                    President  and  Chief  Executive  Officer

     A  Party  may  change its address for this purpose by giving Notice of that
     change to the other Party in accordance with this Section 11.3. Each Notice
     delivered  or  sent  as  provided above in this Section 11.3 will be deemed
     given,  received,  and effective on the date of actual receipt (or refusal)
     by  the  addressee.

11.4 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 under this Agreement without the prior
     written consent of the other Party, except that:

     (a)  the  consent  of  the  other Party may not be unreasonably withheld or
          delayed  if  the proposed assignment is to a person that is capable of
          performing the assigning Party's obligations under this Agreement, and

     (b)  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 that transaction will render that
          Party  incapable  of  performing its obligations under this Agreement.

     Nothing  in  this Section 11.4 or otherwise in this Agreement prohibits the
     assignment  of  a Party's right to receive amounts due under this Agreement
     or  Ace's  grant  of  a  security interest or lien in its rights under this
     Agreement  to  its secured creditors. Any purported assignment in violation
     of  this  Section  11.4  is  void  and  ineffective.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       26
<PAGE>
11.5 Interpretation and Certain 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 as otherwise
     stated  or  the  context  otherwise  requires:

     (a)  "business day" means any Monday through Friday, excluding any such day
           ------------
          on  which  national  banks  are  authorized  to  be  closed;

     (b)  "person"  means  an  individual  or  natural  person;  a  corporation,
           ------
          partnership,  limited  liability company, trust, association, or other
          entity  of any kind; or a government, court, or governmental agency or
          authority;

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

     (d)  "Article" refers to an Article of this Agreement, and "Section" refers
           -------                                               -------
         to  a  Section  of  this  Agreement;

     (e)  "affiliate"  means a person that directly or indirectly through one or
           ---------
          more  intermediaries  controls,  is  controlled by, or is under common
          control  with  another  person  (and  for  this  purpose "control" and
                                                                    -------
          correlative terms means the power to direct the management and affairs
          of  a  person);

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

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

     (h)  each  Exhibit  is  an  integral  part  of  this  Agreement.

11.6 Severability. 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.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       27
<PAGE>
11.7 Integration;  Amendment. This Agreement, together with its Exhibits, is the
     -----------------------
     entire agreement between the Parties relating to the subject matter of this
     Agreement  and  supersedes all prior agreements or understandings regarding
     that  subject  matter.  This Agreement may be amended or modified only by a
     writing  signed  by  the  Parties.

11.8     Counterpart  Signatures.  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.


__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       28
<PAGE>
SIGNATURES:

                                   ACE  CASH  EXPRESS,  INC.



                                   By:     /s/  Jay  Shipowitz
                                           -------------------
                                   Name:   Jay  B.  Shipowitz
                                   Title:  Senior  Vice  President  and
                                           Chief  Financial  Officer


                                   GOLETA  NATIONAL  BANK



                                   By:     /s/  Llewelyn  Stone
                                           --------------------

                                   Name:   Llewellyn  W.  Stone
                                   Title:  President and Chief Executive Officer



EXHIBIT  A  -  Credit  Criteria
EXHIBIT  B  -  Collection  Servicing  Agreement
EXHIBIT  C  -  GNB  marks  and  Ace  marks
EXHIBIT  D  -  Master  Loan  Participation  Agreement
EXHIBIT  E  -  Schedule  of  Interest  and  Fees
EXHIBIT  F  -  Preemptive  and  Refusal  Rights  Agreement
EXHIBIT  G  -  Service  Level  Agreement



__________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                       29
<PAGE>
                                    EXHIBIT A

                                 CREDIT CRITERIA







_________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
                                    EXHIBIT B

                         COLLECTION SERVICING AGREEMENT


     This  COLLECTION  SERVICING AGREEMENT ("Agreement"), dated as of August 11,
1999,  is  between  Goleta  National  Bank,  a national banking association (the
"Lender"),  and  Ace Cash Express, Inc., a Texas corporation (in its capacity as
Servicer,  the  "Servicer").

     WHEREAS,  pursuant  to  the Master Loan Agency Agreement dated as of August
11,  1999  (the  "Master  Agreement")  the  Lender  has  agreed  to make certain
short-term  loans  ("Loans")  to  borrowers who satisfy the "Credit Criteria" as
that  term  is  defined  in  the  Master  Agreement;  and

     WHEREAS,  the  Servicer  is  willing  to service the  Loans pursuant to the
terms  hereof.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section  1.1     Usage  of  Terms.  With  respect  to  all  terms  in  this
                      ----------------
Agreement,  the  singular includes the plural and the plural the singular; words
importing  any  gender include the other gender; references to "writing" include
printing,  typing, lithography and other means of reproducing words in a visible
form;  references  to  agreements  and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into  in  accordance  with  their  respective  terms  and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and  the  term  "including"  means  "including  without  limitation."

     Section  1.2     Referencess.  All  section  references,  unless  otherwise
                      -----------
indicated,  shall  be  to  Sections  in  this  Agreement.

     Section  1.3     Terms.  The  defined  terms  used  herein  are  defined on
                      -----
Schedule  B.

                                   ARTICLE  II
                               SERVICING OF LOANS


<PAGE>
     Section  2.1     Appointment  and  Acceptance;  Responsibility  for  Loan
Servicing.  Ace  Cash  Express, Inc. is hereby appointed as Servicer pursuant to
this  Agreement.  Ace  Cash Express, Inc. accepts such appointment and agrees to
act as the Servicer pursuant to this Agreement.  The Servicer shall be obligated
to  perform such duties and only such duties as are specifically set out in this
Agreement  and  in the Master Agreement, and no implied duties or obligations on
the  part  of  the  Servicer  shall be read into this Agreement.  This Agreement
shall  expire  or  terminate  on  the  90th  day  following  the  expiration  or
termination  of the Master Agreement.  Servicer hereby waives any fee or payment
from  Lender  for  its  services  under  this  Agreement.
(a)     The Servicer will have the obligation to service and make collections on
the Loans.  The Lender, at the written request of the Servicer, will provide the
Servicer  with  any  powers  of  attorney  or  other  documents  necessary  or
appropriate, as mutually agreed to by the Servicer and the Lender, to enable the
Servicer  to  carry  out  its  servicing  duties  hereunder.

     Section  2.2     General Duties.  The Servicer will service and enforce the
                      --------------
Loans  subject  to  the provisions of this Agreement.  The Servicer will perform
the  specific  duties  set  forth in Schedule A (as may be amended and in effect
from  time  to  time)  and  such  other  duties  described  in  this  Agreement
(collectively,  the  "Loan  Services").  The  Servicer  will service and collect
amounts owing on the Loans  with reasonable care, using that degree of skill and
attention  that the Servicer exercises with respect to comparable assets that it
services  for  its own account.  The Servicer will, subject to the provisions of
this  Agreement,  follow  its  customary  standards, policies, and procedures in
connection  with  such servicing and collection.  The Servicer shall commence or
participate  in  a legal proceeding (including a bankruptcy proceeding) relating
to  or  involving  a  Loan  (a  "Loan  Legal Proceeding") promptly following any
default  in payment on such Loan, subject to the reasonable consent and approval
of Lender.  If the Servicer commences or participates in a Loan Legal Proceeding
in accordance with this Section 2.2, the Servicer is authorized and empowered by
the  Lender,  pursuant to this Section 2.2, to execute and deliver, on behalf of
itself  and the Lender, any and all instruments of satisfaction or cancellation,
or partial or full release or discharge, and all other notices, demands, claims,
complaints,  responses, affidavit or other document or instruments in connection
with  any  such  proceedings.  If  the  Servicer  is  legally  prohibited  from
commencing  a  legal  proceeding  to enforce a defaulted Loan, then the Servicer
will retain an attorney qualified to take legal action in the appropriate court.

     Section  2.3     Collection  Efforts.  The  Servicer  will  use  reasonable
                      -------------------
efforts to collect all payments called for under the terms and provisions of the
Loans  as  and  when  the  same  become  due,  and  will follow those collection
procedures  which  it  follows  with  respect  to  all comparable assets that it
services for its own account, subject to any reasonable direction of the Lender.
The  Servicer shall not, subject to Section 2.4, consent to amend, waive, modify
or  otherwise  vary  any  provision  of  a  Loan.

     Section  2.4     Modification  of  Loans.  The  Servicer  shall  notify the
                      -----------------------
Lender  upon receipt of any request to amend, waive, modify, extend or otherwise
vary  the  terms of a Loan, and follow the reasonable instructions of the Lender
with  respect  to  any  such  request  or with respect to any other matter which
requires  the  consent  of  the  Lender.


<PAGE>
     Section  2.5     Notice  of  Default.  The  Servicer  and  the Lender shall
                      -------------------
follow  such  procedures  as they may agree to implement regarding any notice of
the  occurrence  of  any  default under any Loan, provided such procedures shall
provide,  at  a minimum, for periodic reporting of Loans in default.  Each party
shall  maintain  its own system for monitoring such defaults.  Each party shall,
in addition to periodic reporting, on the reasonable request of the other party,
provide  summary  information  regarding the Loans such party's records indicate
are in default.  In the event that the Servicer becomes aware of a failure by an
Obligor  to  make  a  payment  on a Loan when due, the Servicer shall follow the
agreed upon procedures and, if required thereby, promptly commence activities as
required  pursuant  to  Section  2.2  and  2.3  hereof  without the need for any
additional  notice  or  instructions  related  thereto  from  Lender.

                                  ARTICLE  III
                             COOPERATION OF SERVICER

     Section  3.1     Servicer to Cooperate with Lender.  The Servicer shall, at
                      ---------------------------------
the  request of the Lender, provide the Lender with such information and reports
relating  to  the  Loans as the Lender may reasonably require for the proper and
efficient  performance by the Lender of its obligations under this Agreement and
the  Master  Agreement;  provided  that  the  Servicer  shall not be required to
provide  such information if to do so would be contrary to any applicable law or
regulation.

                                   ARTICLE IV

                           DELEGATION BY THE SERVICER

     Section  4.1     General.  The  Servicer  may  not, other than as expressly
                      -------
provided in Section 4.2, subcontract or delegate the provision or performance of
the  Loan  Services.

     Section  4.2     Appointment  of Delegates.  The Servicer  (the "Delegating
                      -------------------------
Party")  may, with the consent of the Lender (not to be unreasonably withheld or
delayed), enter into agreements with one or more other agents or representatives
(including any Affiliate of the Delegating Party) to perform all or a portion of
the  Loan Services, provided that the Servicer shall remain liable to the Lender
for  acts  or  omissions  to  act  of  any  subcontractor,  delegatee,  agent or
representative.  All  actions  of such agent or representative taken pursuant to
such  a  delegation  agreement will be taken as an agent of the Delegating Party
with  the  same  force  and  effect as though performed by the Delegating Party.

     Section  4.3     Notice  of Appointment.  The Delegating Party shall, prior
                      ----------------------
to  the  appointment  of  the  agent  or representative pursuant to Section 4.2,
provide  written  notice  to  the  parties  hereto  of  such  appointment.

     Section  4.4     Enforcement of Rights by Delegating Party.  The Lender may
                      -----------------------------------------
require  the  Delegating  Party to enforce any right which such Delegating Party
may  have  against  such  agent  or representative arising from the provision or
performance  of  such  delegated  duties  by  such  agent  or  representative.

     Section 4.5     Further Assurance.  The Lender  will furnish the Delegating
                     -----------------
Party, and the Delegating Party will furnish any agents or representatives, with
any  powers  of  attorney and other documents necessary or appropriate to enable
the  Delegating  Party  or such agent or representative, as applicable, to carry
out  the  Loan  Services  under  this  Agreement,  as  mutually agreed to by the
Servicer  and  the  Lender.


<PAGE>
                                    ARTICLE V

                                   COLLECTIONS

     Section  5.1     Collection  of  Money.  Except  as  otherwise  expressly
                      ---------------------
provided in the Master Agreement, (i) the Servicer, on behalf of the Lender, may
demand  payment  or  delivery  of,  and  shall receive and collect, directly and
without  intervention  or  assistance of any fiscal agent or other intermediary,
all  money  and other property payable on any Loan, and (ii) all moneys received
by  the  Servicer  shall  be  held  in trust for the benefit of the Lender.  The
Servicer, acting on behalf of the Lender, shall apply all such money as provided
in  the  Master  Agreement.

     Section  5.2     Establishment  of  Accounts.  The Servicer shall establish
                      ---------------------------
and  maintain  such accounts and sub-accounts as described in, and in accordance
with  the  terms  of,  the  Master  Agreement on behalf of the parties specified
therein.

                                   ARTICLE VI

                             LIMITATION ON LIABILITY

     Section  6.1     Consequential  Damages.  Notwithstanding  anything  to the
                      ----------------------
contrary  set  forth  herein:  (i)  the  Servicer shall not have any obligations
under  this  Agreement  other  than  those specifically set forth herein, and no
implied  obligations  shall  be  read  into this Agreement; and (ii) in no event
shall  the  Servicer  be  liable  under or in connection with this Agreement for
indirect,  special,  or  consequential  losses or damages of any kind, including
lost  profits,  even if advised of the possibility thereof and regardless of the
form  of  action  by  which  such  losses  or  damages  may  be  claimed.

     Section 6.2     Limitation on Liabilities.  Neither the Servicer nor any of
                     -------------------------
its  directors,  officers,  agents  or  employees shall be liable for any action
taken  or omitted to be taken in good faith by it or them under or in connection
with  this  Agreement,  except  for  its  or  their  own  negligence  or willful
misconduct  and  except  as  provided  in  Section  4.2  hereof.

     Notwithstanding  anything  to  the  contrary  set forth herein, in no event
shall the Servicer be liable for payment from its own funds for (i) any taxes on
or  by  reference  to  any Loans or payments thereon or (ii) any alleged duty to
make  advances  or (iii) except as set forth in the Master Agreement, any amount
paid  or  to  be  paid  by  or  for  the  account  of  the  Lender.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     (a)     The  Servicer  represents  and  warrants  to  the  Lender  that:

          (1)  such  party  is  a Texas corporation validly existing and in good
     standing  under  the  laws  of  the  State  of  Texas;


<PAGE>
          (2)  such  party has the power and authority to make, execute, deliver
     and  perform  its  obligations  under  this  Agreement,  and  has taken all
     necessary  corporate  action  to  authorize  its  execution,  delivery  and
     performance  of  this  Agreement;

          (3) this Agreement constitutes the legal, valid and binding obligation
     of such party, enforceable against such party in accordance with its terms,
     except  as  may  be  limited  by  bankruptcy,  insolvency  or  similar laws
     affecting  the  enforcement  of creditors' rights generally or by equitable
     principles  of  general  application;  and

          (4) the execution and delivery of this Agreement by such party and its
     fulfillment  of  or  compliance  with  the  terms  and  conditions  of this
     Agreement  does  not  and  shall  not, in any manner which would materially
     adversely  affect  its  ability  to  perform  its  obligations  under  this
     Agreement,  result  in  a  breach of, or constitute a default under (i) any
     term,  condition  or provision of such party's charter or by-laws; (ii) the
     terms  or  provisions  of  any material indenture agreement, deed or trust,
     contract or other agreement or instrument to which such party is a party or
     by  which  such  party is bound; or (iii) any law, rule, regulation, order,
     judgment  or  decree  of  any  court  or  governmental  authority  having
     jurisdiction  over  such  party  which materially and adversely affects the
     ability  of  such  party  to  perform  its  obligations.

     (b)     The  Lender  represents  and  warrants  to  the  Servicer  that:

          (1)  such  party  is  a  banking association duly established, validly
     existing  and  in  good  standing  under  the  laws  of  the United States;

          (2)  such  party has the power and authority to make, execute, deliver
     and  perform  its  obligations  under  this  Agreement,  and  has taken all
     necessary  corporate  action  to  authorize  its  execution,  delivery  and
     performance  of  this  Agreement;

          (3) this Agreement constitutes the legal, valid and binding obligation
     of such party, enforceable against such party in accordance with its terms,
     except  as  may  be  limited  by  bankruptcy,  insolvency  or  similar laws
     affecting  the  enforcement  of creditors' rights generally or by equitable
     principles  of  general  application;  and

          (4) the execution and delivery of this Agreement by such party and its
     fulfillment  of  or  compliance  with  the  terms  and  conditions  of this
     Agreement  does  not  and  shall  not, in any manner which would materially
     adversely  affect  its  ability  to  perform  its  obligations  under  this
     Agreement,  result  in  a  breach of, or constitute a default under (i) any
     term,  condition  or provision of such party's charter or by-laws; (ii) the
     terms  or  provisions  of any material indenture, agreement, deed or trust,
     contract or other agreement or instrument to which such party is a party or
     by  which  such  party is bound; or (iii) any law, rule, regulation, order,
     judgment  or  decree  of  any  court  or  governmental  authority  having
     jurisdiction  over  such  party  which materially and adversely affects the
     ability  of  such  party  to  perform  its  obligations.


<PAGE>
                                  ARTICLE  VIII

                                    COVENANTS

     Section  8.1     Covenants  of  the Servicer.  The Servicer, in addition to
                      ---------------------------
its  duties  and obligations set forth elsewhere in this Agreement or the Master
Agreement,  hereby  covenants  with  the  Lender  that:

     (a)     Performance  of Duties and Obligations.  It will give such time and
attention  and  will  exercise  such  skill,  care  and  diligence  and allocate
sufficient  resources  as  is  necessary  for  the  proper  performance  of  its
obligations under this Agreement in accordance with the standards imposed by and
the  terms  of  this  Agreement.

     (b)     Instructions  from  the Lender.  It will, subject to the provisions
of  the  Master  Agreement,  comply  with  all reasonable directions, orders and
instructions  which the Lender may from time to time give in accordance with the
terms  of this Agreement and the Master Agreement, provided that it shall not be
obligated  to  act  on  any such instructions if it believes it has not received
sufficient  information  to  enable it to act and it shall not be liable for any
failure  to  act  on  any  such  instructions  in  such  circumstances.

     (c)     Applications  and  Filings.  It will prepare and submit in a timely
manner  all  applications and filings as may be necessary to enable it to comply
with  its  duties and obligations under this Agreement and the Master Agreement.

     (d)     Maintenance  of  Records  and  Files.  It will, at its own cost and
expense, maintain all records and files required to be maintained by it pursuant
to  this  Agreement  and  the  Master Agreement in accordance with its customary
procedures.

     (e)     Compliance  with  Law.  It  will  comply, in all material respects,
with  all material laws and regulations of any Governmental Authority applicable
to  it  in  connection  with  the  performance  of  its  obligations  under this
Agreement;  provided that the Servicer, as the case may be, may contest any such
law  or  regulation  in  any  reasonable  manner  which  will not materially and
adversely  affect  the  value  of  the  Loans.

(f)     Use of Endorsement. Servicer will not use the authority granted to it to
endorse items made payable to Lender for any purpose or in any manner other than
in  connection  with  the  collection  of  Loans  hereunder.

                                   ARTICLE IX


                                    EXPENSES

     Section  9.1     Payment  of  Certain  Expenses  of Servicer.  The Servicer
                      -------------------------------------------
shall  be  responsible  for  payment  of  all  normal  and customary expenses of
collection, but shall be reimbursed for any extraordinary expenses relating to a
Loan Legal Proceeding that Lender specifically requests be undertaken to collect
a  Loan.


<PAGE>
                                    ARTICLE X

                                  MISCELLANEOUS

     Section  10.1     Amendment.  This  Agreement  may  be amended from time to
                       ---------
time  by the Servicer and the Lender for the purpose of adding any provisions to
or  changing  in  any  manner  or  eliminating  any  of  the  provisions of this
Agreement, provided such amendment must be in writing and signed by the Servicer
and  the  Lender  to  be  effective.

     Section  10.2     Governing  Law.  This  Agreement  shall  be  construed in
                       --------------
accordance with the laws of the State of California and the obligations, rights,
and  remedies  of  the  parties  under  the  Agreement  shall  be  determined in
accordance  with  such  laws.

     Section 10.3     Notices.  All notices, demands, certificates, requests and
                      -------
communications  hereunder  ("notices")  shall  be  in writing and in English and
shall  be  effective  (a)  upon  receipt  when  sent  through  the registered or
certified  mail, return receipt requested, postage prepaid, with such receipt to
be  effective  the  date of delivery indicated on the return receipt, (b) on the
date  personally delivered or delivered by courier to the party to which sent or
(c)  on the date received by legible telecopier transmission with a confirmation
of  receipt,  in  all  cases  addressed  to  the  recipient  as  follows:

                      (i)  If  to  the  Servicer:

                           Ace  Cash  Express,  Inc.
                           1231  Greenway  Drive
                           Suite  800
                           Irving,  Texas  75038
                           Fax  No.:  (972)  582-1430
                           Attention: Chief  Financial  Officer


                      (ii) If  to  the  Lender:

                           Goleta  National  Bank
                           5827  Hollister  Avenue
                           Goleta  California  93117
                           Fax  No:   (805)  683-2082
                           Attention: Chief  Executive  Officer

Each  party hereto may, by notice given in accordance herewith to each the other
party  hereto,  designate  any  further or different address to which subsequent
notices  shall  be  sent.


<PAGE>
     Section  10.4     Severability  of  Provisions.  If  one  or  more  of  the
                       ----------------------------
covenants,  agreements,  provisions  or terms of this Agreement shall be for any
reason  whatsoever  held invalid, then such covenants, agreements, provisions or
terms  shall  be  deemed  severable  from  the  remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Loans; except
that  the continued effectiveness of the other provisions of this Agreement will
be  conditioned  on  their not imposing or resulting in any substantial economic
detriment  to  either  party  or  on  the  parties'  amending  this Agreement as
necessary  to  preserve  their  underlying  economic  or financial arrangements.

     Section  10.5     Third  Party Beneficiaries.    This Agreement shall inure
                       --------------------------
to  the  benefit  of and be binding upon the parties hereto and their respective
successors  and  permitted  assigns.  The  parties  hereto hereby manifest their
intent  that  no  third  party shall be deemed a third-party beneficiary of this
Agreement,  and specifically that the Obligors are not third-party beneficiaries
of  this  Agreement.

     Section  10.6     Counterparts.  This  Agreement may be executed in several
                       ------------
counterparts, each of which shall be an original and all of which shall together
constitute  but  one  and  the  same  instrument.

     Section  10.7     Headings.  The  headings  of  the  various  Articles  and
                       --------
Sections  herein  are  for convenience of reference only and shall not define or
limit  any  of  the  terms  or  provisions  hereof.

     Section 10.8     Incorporation by Reference.    The Lender and the Servicer
                      --------------------------
hereby  agree  that  the  provisions  of  Articles  V through VIII of the Master
Agreement,  are  hereby incorporated by reference, including the indemnification
and  arbitration  provisions  set forth therein. To the extent that the terms of
this Agreement conflict with the terms of the Master Agreement, the terms of the
Master  Agreement  shall  control

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

                           GOLETA  NATIONAL  BANK,  as  Lender


                           By:  /s/  Llewellyn  W.  Stone
                                -------------------------
                           Name:  Llewellyn  W.  Stone
                           Title: President  and  Chief  Executive  Officer

                           ACE  CASH  EXPRESS,  INC.,
                           as  Servicer


                           By:  /s/  Jay  B.  Shipowitz
                                -----------------------
                           Name:  Jay  B.  Shipowitz
                           Title: Senior  Vice  President  and
                                  Chief  Financial  Officer


<PAGE>
                                   Schedule A

                                  Loan Services


                                I.  Loan Services

     The  Servicer's  duties  with  respect  to  the  Loans  will  include:

     (a)     monitoring  receipt  and  taking  reasonable action consistent with
procedures  developed  by  Servicer  and Lender to facilitate payments on Loans;

     (b)     if  requested  by  Lender,  notifying  the  Lender  as  promptly as
practicable  as  to  any  payments  due  but not received or any defaults by the
Obligors;

     (c)     undertaking  enforcement  procedures  with  respect  to payments in
arrears  in  accordance  with  Sections  2.2  and  2.3  of  this  Agreement;

     (d)     providing  the  information  to  the  Lender  required  under  this
Agreement;  and

     (e)     performing  all  such other services as are incidental to the above
services and as are from time to time agreed upon with the Lender, including the
services described in Section 1.5(i) and Section 1.5(j) of the Master Agreement.


<PAGE>
                                   Schedule B

                                   Definitions

"Affiliate"  B  a  Person  that  directly  or  indirectly  through  one  or more
intermediaries  controls,  is  controlled  by,  or  is under common control with
another  Person  (and  for this purpose "control"and correlative terms means the
power  to  direct  the  management  and  affairs  of  a  Person)

"Agreement"  -  as  defined  in  the  Recitals

"Delegating  Party"  -  as  defined  in  Section  4.2

"Lender"  -  as  defined  in  the  Recitals

"Loan  Services"  -  as  defined  in  Section  2.2

"Loan  Legal  Proceeding"  -  as  defined  in  Section  2.2

"Loans"  -  as  defined  in  the  Recitals

"Master  Agreement"  -  as  defined  in  the  Recitals

"notices"  -  as  defined  in  Section  10.3

"Obligor"  shall  mean  the  individual  obligated  to  repay  a  Loan

"Person"  shall  mean  any individual, corporation, business trust, association,
company,  partnership,  joint  venture,  governmental  entity or any other legal
entity

 "Servicer"  -  as  defined  in  the  Recitals


<PAGE>








                         COLLECTION SERVICING AGREEMENT


                                     between



                              GOLETA NATIONAL BANK,
                                   as Lender,

                                       and

                             ACE CASH EXPRESS, INC.,
                                   as Servicer



                      Dated as of __________________, 1999


<PAGE>
                                    EXHIBIT D

                                   MASTER LOAN
                             PARTICIPATION AGREEMENT


     This  Master  Loan  Participation Agreement (the "Agreement") is made as of
the  11th  day of August, 1999, between Goleta National Bank, a national banking
association  (hereinafter  called  "GNB")  and  Ace  Cash Express, Inc., a Texas
corporation  (hereinafter  called  "Participant").

     WHEREAS,  GNB  may  hereafter extend credit to various individual borrowers
(hereinafter  referred  to as "Obligors") whose obligations to GNB are evidenced
by  a  Promissory  Note  and other loan documents ("Loan Documents"), samples of
which  are  attached  hereto  as  Exhibit  A  (such  extensions  of  credit  are
hereinafter  referred  to  collectively  as  "Bank  Loans");

     WHEREAS,  as  a result of its independent review, Participant has agreed to
purchase  an  undivided interest in the Bank Loans upon the terms and conditions
of  this  Agreement,  which  is  intended  to govern the purchase and sale of an
undivided  interest in each Bank Loan, the administration of the Bank Loans, the
procedures  upon  default  by  any  Obligor  and  other  related  matters;  and

     WHEREAS,  Participant  desires  to  purchase,  and  GNB  desires to sell to
Participant, an undivided ninety-five percent (95%) interest in each of the Bank
Loans.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  and  agreements  hereinafter  set  forth,  GNB and Participant hereby
mutually  agree  as  follows:

     1.   GNB  agrees to sell to Participant, from time to time, and Participant
          agrees  to  purchase  from  GNB,  from  time  to  time,  an  undivided
          ninety-five percent (95%) interest in each and every Bank Loan made by
          GNB.

     2.   The  purchase  price for each Bank Loan purchased by Participant shall
          be ninety-five percent (95%) of the principal amount of such Bank Loan
          ("Purchase  Price").  In  no  event  shall  Participant  acquire  any
          participation  in  a  Bank  Loan related to an overdraft or funding by
          Lender  in  excess  of  the  approved  Bank  Loan.

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
     3.   Within  five  (5) business days after the execution of this Agreement,
          Participant will establish an account or accounts (the "Account") at a
          bank  chosen  by  Participant  for  the  exclusive  purpose  of  the
          transactions  contemplated  by  this  Agreement.

     4.   The  Purchase  Price  for each Bank Loan shall be transferred from the
          Account  to  GNB  on  the day such Bank Loan is funded and ninety-five
          percent  (95%)  of any payment of fees, interest or principal received
          by  GNB  on  such Bank Loan shall be transferred to the Account on the
          day  received  by  GNB;  provided  however,  that  if  any  instrument
          representing  payment of the fee, principal or interest on a Bank Loan
          is  later  dishonored,  rescinded  or revoked, or GNB, for any reason,
          fails  to  receive  good  funds,  then  the  credit  to the Account of
          Participant  shall  be  transferred  to  GNB.

     5.   GNB  shall be responsible for administering the Bank Loans, collecting
          all  payments  (principal,  interest, late fees, or receipts resulting
          from  the liquidation of any collateral) and disbursing to Participant
          its  share  of  all  amounts  received.

     6.   GNB  hereby  represents, warrants and covenants that it shall exercise
          that  degree  of  ordinary  care that would be exercised by bankers or
          financiers,  in  the  industry,  in  administering  a  Bank  Loan  in
          accordance  with the usual practices and procedures employed by GNB on
          similar  loans for its own accounts taking into consideration the size
          of  the  Bank  Loan, creditworthiness of the applicable Obligor, other
          credit  extended  to  the  applicable  Obligor  and  other  matters
          customarily  taken  into  account  in  underwriting  and administering
          similar  loans  in  the  ordinary course of GNB's business. GNB hereby
          represents,  warrants  and  covenants  that  it  shall  use reasonable
          efforts,  consistent  with  the  efforts or GNB utilizes in connection
          with  loans for its own account, to insure that the Loan Documents are
          enforceable  in  accordance  with  their terms, comply with regulatory
          requirements  related  thereto,  and  provide  customary  rights  and
          remedies  to  the  holder  thereof.

     7.   In  the  event  of  a default in the payment of principal, interest or
          fees due on a Bank Loan by Obligor, GNB shall not be required to remit
          Participant's share thereof until collected. GNB shall, subject to the
          standard  set  forth in Section 6, have discretion with respect to the
          collection  of  any defaulted Bank Loan and may employ the services of
          agents,  including  Participant,  to  assist  it  in  these collection
          efforts.

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        2
<PAGE>
     8.   Participant  shall  pay  the  "Expenses," related to the collection or
          enforcement of a defaulted Bank Loan unless otherwise provided in this
          Agreement or other Agreements between the parties. The term "Expenses"
          shall  mean  all  reasonable out of pocket expenses incurred by GNB or
          any  agent  of  GNB,  which may be Participant, in connection with the
          collection  of  a  Bank  Loan  including,  but not limited to, outside
          attorneys'  fees,  and all other costs and expenses typically incurred
          by  a  lender  in  connection  with  the collection of a similar loan.

     9.   GNB,  or  a  custodian appointed by it, shall retain in trust physical
          possession  of  the  Loan  Documents  and  any  other  documents  or
          instruments  in  its physical possession relating to the Bank Loans in
          accordance with the terms of this Agreement for the account of GNB and
          Participant  as  owners  thereof.  Any person, firm or corporation may
          deal  with  GNB concerning the Bank Loans in the same manner as if GNB
          were  the  sole  owner  thereof  and  no  participation  therein  were
          outstanding.

     10.  GNB,  or  its  agents,  shall  maintain  customary  books  and records
          relating  to  the  Bank  Loans,  which  shall  be  made  available  to
          Participant  or its duly authorized agents at all reasonable times for
          the  purposes  of inspection, examination or audit upon three business
          days'  written  notice  from  Participant  to  GNB.

     11.  GNB  and  Participant  shall  share  any  losses (but not unreimbursed
          Expenses)  with  respect to any defaulted Bank Loan in accordance with
          their respective interests in such Bank Loan (i.e. ninety-five percent
          (95%) of such loss shall be borne by Participant and five percent (5%)
          shall  be  borne  by  GNB).

     12.  Neither  this  Agreement  nor  any term hereof may be changed, waived,
          discharged  or terminated orally, but only by an instrument in writing
          signed  by  both  of  the  parties.

     13.  This  Agreement may be executed in several counterparts, each of which
          shall  constitute  an  original,  but  all  of  which  together  shall
          constitute  but  one  instrument.

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        3
<PAGE>
     14.  Each  notice,  request,  demand,  and  other  communication under this
          Agreement  must  be in writing and delivered in person, or by courier,
          or  sent by certified mail, overnight mail, or confirmed facsimile, in
          any case prepaid by notifying party, and must be addressed as follows:

            If  to  GNB:

            Goleta  National  Bank
            5827  Hollister  Avenue
            Goleta,  California  93117
            Facsimile:  (805)  683-2082
            Attn:  Mr. Llewellyn W. Stone, President and Chief Executive Officer

            If  to  Participant:

            Ace  Cash  Express,  Inc.
            1231  Greenway  Drive,  Suite  800
            Irving,  Texas  75308
            Facsimile:  (972)  582-1430
            Attn:  Mr.  Jay  B.  Shipowitz,  Chief  Financial  Officer

          Notices  shall  be  deemed to be delivered, given and effective on the
          first  business day after the date of delivery. A party may change its
          address  for this purpose by giving notice of that change to the other
          party  in  accordance  with  this Section 14. Each notice delivered or
          sent  as  provided above will be deemed given, received, and effective
          on  the  date  of  actual  receipt  (or  refusal)  by  the  addressee.

     15.  This Agreement shall be construed fairly as to both parties and not in
          favor  of  or against either party, regardless of which party prepared
          this  Agreement.

     16.  This  Agreement  shall be construed and interpreted in accordance with
          the  laws of the State of California. This Agreement shall be governed
          by  and  construed  in  accordance  with  the  laws  of  the  State of
          California.  Any  dispute,  controversy  or  claim  arising  out of or
          relating  to  this  Agreement,  or  the  breach  or  validity  hereof
          ("Dispute"),  shall  be  settled  by  final and binding arbitration in
          accordance  with the Rules for Commercial Arbitration (the "Rules") of
          the  American Arbitration Association ("AAA") in effect as of the date
          of  the  Dispute  and  in accordance with the following subsections of
          this  Section 16. (In the event of any inconsistency between the Rules
          and  the  arbitration  provisions of this Section 16, the latter shall
          control.)

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        4
<PAGE>
     (a)  The  arbitration  shall  be  conducted  by  a  sole arbitrator who has
          experience  in  or is otherwise familiar with the kinds of business to
          which  this  Agreement  relates  and  is  not,  and  has  not been, an
          affiliate  or  a  family  member  or  either  Party.  In  the event an
          arbitrator  who  has  such  experience or familiarity cannot be found,
          then  the  Parties  shall  appoint  an  arbitrator  who  is  mutually
          satisfactory  to  them.  Such  arbitrator  shall  be  appointed by the
          Parties  within  fifteen  (15)  days from the filing of the Demand and
          Submission  in  accordance with Section 7 of the Rules. If the Parties
          fail  to  agree  upon  a sole arbitrator within such 15-day period and
          fail to agree to an extension of such period, the arbitration shall be
          conducted by a sole arbitrator appointed by the AAA in accordance with
          Section  14  of  the  Rules.  The  arbitrator  appointed  shall  be
          knowledgeable  in  the  subject  matter  of  the  Dispute.

     (b)  The  place  of  arbitration  shall  be Phoenix, Arizona, and the final
          decision  or  award  of the arbitrator shall be issued at the place of
          arbitration.  The  arbitrator  may, however, call and conduct hearings
          and  meetings at such other places as (i) the Parties hereby may agree
          or  (ii) the arbitrator may, on the motion of a Party, determine to be
          necessary  to  obtain  significant  testimony  or  evidence.

     (c)  The  arbitrator  shall  have  the  power  to  authorize  all  forms of
          discovery  (including  depositions,  interrogations  and  document
          production)  on  a  showing  of particularized need that the requested
          discovery (i) is likely to lead to material evidence needed to resolve
          the  controversy  and (ii) is not excessive in scope, timing, or cost.

     (d)  The  arbitrator shall not have the power to (i) rule upon or grant any
          extension,  renewal  or  continuance  of  this  Agreement,  (ii) award
          damages  or  other remedies expressly prohibited by this Agreement, or
          (iii)  grant  interim  injunctive  relief  before  rendering the final
          decision  or  award. Nevertheless, either of the Parties may apply for
          an  obtain  temporary  or provisional injunctive relief from any court
          having  jurisdiction  over  one or both of the Parties or their assets
          regarding any violation or alleged violation by the other Party of its
          obligations  under  this  Agreement.

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        5
<PAGE>
     (e)  The final decision or award of the arbitrator shall be made as soon as
          reasonably  practicable  after the appointment of the arbitrator under
          Section 16(a). Such a final decision or award may include (i) recovery
          of  actual  damages  for  violation  of  any  obligations  under  this
          Agreement  or  of  governing  law  or  (ii)  injunctive relief against
          threatened  or  actual  violations  of  any  obligations  under  this
          Agreement  or  of  governing  law.

     (f)  The  final  decision  or  award  of  the arbitrator shall be final and
          binding on the Parties, and judgment upon such final decision or award
          may  be  entered  in any court having jurisdiction over one or both of
          the  Parties or their assets. The parties specifically waive any right
          they  may have to apply to any court for relief from the provisions of
          this  Agreement or from any decision of the arbitrator made before the
          final  decision  or  award  of  the  arbitrator.

     (g)  Subject  to the final decision or award of the arbitrator, each of the
          Parties  shall  bear  an  equal  portion  of the arbitrator's fees and
          expenses,  and each shall bear all of its own expenses. The arbitrator
          shall  have  the  power,  however,  to  award recovery of all fees and
          expenses (including attorneys' fees, administrative fees, arbitrator's
          fees  and  court  costs)  to  the prevailing Party in the arbitration.

17.  If any provision of this Agreement shall be declared to be unenforceable or
     invalid, the remainder of this Agreement shall not be affected thereby, and
     each term and provision of this Agreement shall be valid and enforceable to
     the  fullest  extent  permitted  by  law.

18.  Time  is  of  the  essence  of this Agreement and every provision hereof in
     which  time  of  performance  is  a  factor.

19.  Neither the execution of this Agreement, the sharing of the Loan Documents,
     nor  any  agreement  to  share  in  the  Bank Loans is intended to create a
     partnership  or  joint  venture  between  Participant  and  Lender.

20.  Except  as  specifically  provided in Section 21 of this Agreement, none of
     the  provisions of this Agreement shall inure to the benefit of any Obligor
     or  any  person  other  than  Participant  and  Lender.

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        6
<PAGE>
21.  GNB  acknowledges  that  Participant's interest in each and every Bank Loan
     made  by GNB (i.e., Participant's participation interest) is subject to a *
     in  favor  of  *  ("Trustee"), pursuant to the terms of (i) that certain *,
     dated  as  of  *,  by  and between Participant and Trustee, for the ratable
     benefit  of  the  beneficiaries  from  time  to  time  a party to the * (as
     hereinafter defined), as the same may be amended, modified or extended from
     time  to  time,  and  (ii)  that contain *, by and among Participant, *, as
     Agent,  *,  and  Trustee,  as the same may be amended, modified or extended
     from  time  to time (the "Collateral Trust Agreement"). Notwithstanding any
     provision  of  this  Agreement  to the contrary, any payments to be made to
     Participant  (in  that capacity and not as loan servicing agent) under this
     Agreement  shall,  upon  receipt  of written notice by GNB from Trustee, be
     paid  directly  to  Trustee  at  its principal office in *, for application
     pursuant  to  the  Collateral Trust Agreement. GNB is entitled to rely upon
     and  is  authorized  and  directed  to  follow  all written instructions of
     Trustee  contained  in  any notice described in the preceding sentence, and
     GNB  shall  have no duty to inquire as to the authorization or authenticity
     of  any  such  instructions.  GNB  further  acknowledges that Participant's
     rights  in  this  Agreement  may  be  assigned  to  Trustee  as  additional
     collateral  security for the beneficiaries from time to time a party to the
     Collateral  Trust  Agreement.

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


                             GOLETA  NATIONAL  BANK


                             By: /s/  Llewellyn  W.  Stone
                                 -------------------------
                             Name: Llewellyn  W.  Stone
                             Title President and Chief Executive Officer


                             ACE  CASH  EXPRESS,  INC.

                             By: /s/  Jay  B.  Shipowitz
                                 -----------------------
                             Name:  Jay  B.  Shipowitz
                             Title: Senior  Vice  President  and
                                      Chief  Financial  Officer

________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        7
<PAGE>
                                    EXHIBIT E

                          SCHEDULE OF INTEREST AND FEES


1.     Interest.  GNB  will  charge  the  borrower  interest  on  each Bank Loan
       --------
including  each  Renewal,  which  interest  will  be  shared  by  GNB and Ace in
accordance  with  the participation percentage of the corresponding Bank Loan as
set forth in that certain Master Loan Participation Agreement by and between GNB
and  Ace.

2.     Loan  Participation  Processing  Fee.  GNB  will  charge Ace (and not the
       ------------------------------------
borrower),  and  Ace  will  pay  to GNB, a Loan Participation Processing Fee for
processing  the  out participation of each Bank Loan (including each Renewal) to
Ace  equal  to  the sum of (a) * of all interest charged to the borrower on each
Bank  Loan  (including  each  Renewal)  plus  (b)  *.  The  Loan  Participation
Processing  Fee  will  be charged by GNB and paid by Ace at the time interest is
actually  paid  by  the  borrower  on  each  Bank Loan (including each Renewal).

3.     Card Fee.  GNB will charge Ace and Ace will pay to GNB, not later than 60
       --------
days  from the date of delivery of the Card to the Ace Location, * for each Card
so  delivered.

4.     ATM  Charges.  Borrowers  who access the Bank Loan proceeds with the Card
       ------------
through  an  automated  teller  machine will pay all costs charged by the ATM in
addition to GNB's charge of * per withdrawal (the "Withdrawal Fee").  There will
be  no charge for disbursement of Bank Loan proceeds at a Location at which Bank
Loans  are offered. GNB will pay Ace a commission equal to * for each Withdrawal
Fee collected by GNB, which commission will be paid not later than the fifteenth
(15th)  day of the month immediately following the month in which the Withdrawal
Fee  is  collected.


________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
                                    EXHIBIT F

                     PREEMPTIVE AND REFUSAL RIGHTS AGREEMENT

______________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
                                    EXHIBIT G

                             SERVICE LEVEL AGREEMENT

Servicing  Agreement
--------------------
Goleta  National  Bank  will  operate  or  cause  to  be  operated a facility to
authorize loans described in this agreement.  The facility will include computer
servers  that  electronically  authorize  and  process  transactions.

Operation  of  Computer  System
-------------------------------
The  authorization  computer  system  will  be  expected to operate 24 hrs/day 7
days/week  with  scheduled maintenance to take place during off peak hours.  Any
scheduled down times will not be planned to exceed 2 hours and will be announced
at  least  24  hours  prior  to  such  down  time.

Unscheduled  Down  Time
-----------------------
Computer  Systems  Fail.  As  a  result  Bank  will have in place prudent backup
systems that can be started within 15 minutes of failure when staffed and within
30  minutes  of  failure  during  un-staffed  times.  If  the  system failure is
expected  to  exceed 5 minutes, then Bank will allow the manual authorization of
loans  through  telephone  calls  and/or  fax to the Bank's designated servicing
office.

Staffing  Hours  (Pacific  Time)     Testing Period     After Testing
--------------------------------     --------------     -------------
Monday-Friday                        7am  -  6pm        6am  -  9pm
Saturday                             8am  -  4pm        7am  -  9pm
Sunday                               Closed             7am  -  5pm

Non-Staffed  Hours
------------------
Bank  Representatives  will be on call through an Answering Service 24 hours for
emergencies  during non-staffed hours at a designated toll free telephone number
to  be  announced  later.

     AGREED  to  this  11th  day  of  August,  1999,  by  the  undersigned.

                             GOLETA  NATIONAL  BANK


                            By: /s/  Llewellyn  W.  Stone
                                -------------------------
                            Name: Llewellyn  W.  Stone
                            Title: President and Chief Executive Officer

                                   ACE  CASH  EXPRESS,  INC.

                            By: /s/ Jay  B.  Shipowitz
                                -----------------------
                            Name: Jay  B.  Shipowitz
                            Title: Senior  Vice  President  and
                                     Chief  Financial  Officer


<PAGE>
                              AMENDMENT NUMBER 1 TO
                          MASTER LOAN AGENCY AGREEMENT


     This  Amendment Number 1 to Master Loan Agency Agreement (this "Amendment")
is made as of this 29th day of March, 2001, by and between Goleta National Bank,
a  national  banking  association  ("GNB"),  and Ace Cash Express, Inc., a Texas
corporation  ("Ace"),  with  regard  to  the  following:

     A.   GNB  and  Ace  entered  into that certain Master Loan Agency Agreement
dated  August  11,  1999  (the  "Agreement").

     B.   Section  11.7  of  the  Agreement  permits  GNB  and  Ace to amend the
Agreement  by  a  writing  signed  by  them.

     C.   GNB,  after  consultation  with  the  Bank  Regulatory  Authority, has
determined  that  it  is  in  the  best  interests  of  GNB to implement certain
revisions  and adjustments to the origination, processing and collection of Bank
Loans,  which  revisions  and  adjustments  are  set  forth  in,  and  have been
communicated  to  Ace  in the form of, a set of compliance manuals, which may be
amended  from  time  to  time  by  GNB.

     D.   GNB  and  Ace  wish  to  amend  the  Agreement to reflect revisions in
their relationship as a result of the implementation of the bank loan compliance
manuals  and  as  set  forth  herein.

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  hereinafter  set  forth,  Ace  and GNB hereby agree as follows:

     1.   The  first  sentence  of  Section  1.6(a)  of  the Agreement is hereby
amended  by  deleting the "and" preceding "(ii)," deleting the "." at the end of
that  sentence,  and  adding  the  following  after  clause  (ii):

          ",  and  (iii)  Ace may offer, in lieu of Bank Loans, short-term loans
          substantially similar to the Bank Loans from one or more other bank or
          other  financial institution lenders in approximately * Locations, but
          not  more  than * Locations, in the aggregate at any one time from the
          one  or  more  other  bank  or  other  financial institution lenders."

     2.   Section  2.1  of  the  Agreement is hereby amended to read as follows:

____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
          "2.1 Participation Agreement. Contemporaneous with this Agreement, the
               ------------------------
               Parties  are  entering into a Master Loan Participation Agreement
               under which GNB agrees to sell to Ace, and Ace agrees to purchase
               from  GNB,  a 95% participation in each of the Bank Loans made by
               GNB  from the Effective Date and prior to the POS Compliance Date
               (as  defined  in Section 3.4(i)), and a 90% participation in each
               of  the  Bank Loans made by GNB from and after the POS Compliance
               Date.  That  Master  Loan  Participation Agreement (as amended by
               Amendment  Number  1 to Master Loan Participation Agreement dated
               March  29,  2001)  is  Exhibit  D  to  this  Agreement."
                                      ----------

     3.   Section  3.2(f) of the Agreement is hereby amended to read as follows:

          "(f) GNB  will  pay Ace the portion of the ATM charges received by GNB
               described in, and in accordance with, Exhibit E to this Agreement
                                                     ---------
               (as  amended  by  Amendment  Number 1 to Schedule of Interest and
               Fees  dated  March  29,  2001)."

     4.   The  following  is  hereby  added  as Section 3.2(h) of the Agreement:

          "(h) GNB  has  delivered  to  Ace,  in  written form, a set of manuals
               setting  forth  the  policies,  procedures, training, and systems
               regarding  the  origination,  processing,  and collection of Bank
               Loans  resulting from GNB's consultation with the Bank Regulatory
               Authority through the date thereof, for Ace to implement and make
               operational  in  order  to serve as GNB's agent to facilitate and
               provide  administrative  services  regarding  Bank  Loans  at
               Locations; a complete set thereof shall be delivered to Ace on or
               before  April 27, 2001, and that complete set as so delivered and
               as  identified separately by GNB to Ace as definitive as of March
               30,  2001,  will collectively be the "Initial Bank Loan Operating
                                                     ---------------------------
               Manuals."  (In  this  Agreement,  "Bank  Loan  Operating Manuals"
               -------                            -----------------------------
               refers  collectively  to  the Initial Bank Loan Operating Manuals
               and  the  Initial  Bank  Loan  Operating  Manuals  as  amended or
               revised, including any further amendment or revision, in any case
               as  in  effect  from  time to time.) GNB may amend and revise the
               Bank Loan Operating Manuals, in its sole discretion to reasonably
               comply  with  requirements  or  recommendations  of  the  Bank
               Regulatory  Authority,  from  time to time, and shall deliver all
               such  amendments  and  revisions  to Ace; all such amendments and
               revisions shall, upon their effectiveness in accordance with this
               Agreement,  be  deemed part of the "Bank Loan Operating Manuals."
                                                   ---------------------------

____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        2
<PAGE>
               GNB shall also conduct such training sessions for Ace's personnel
               regarding  the  Bank  Loan  Operating  Manuals,  including  any
               amendments  and  revisions  thereto,  as  the  Parties  may  deem
               necessary or reasonably appropriate to permit or facilitate Ace's
               implementation and operation of the requirements of the Bank Loan
               Operating  Manuals or any amendments or revisions thereto, as the
               case  may  be."


     5.   The  following  is  hereby  added  as Section 3.2(i) of the Agreement:

          "(i) GNB  shall  pay  its  proportionate share, in accordance with its
               interest  in  the  Bank Loans made from time to time after giving
               effect  to  the  participations in the Bank Loans sold to Ace, of
               all  of  the  expenses  of  the  lobbying and related activities,
               regarding  legislation  and  pending  legislation  affecting
               short-term  loans, which the Parties mutually determine to engage
               in  or  support from time to time during the Term; provided, that
               the  maximum  amount  GNB  shall  be  obligated  to  pay for such
               expenses  in  any  one  year is $20,000, unless the Parties agree
               otherwise;  and  provided further, that such lobbying and related
               activities shall not involve any direct or indirect contribution,
               payment,  distribution,  loan, advance, deposit, gift of money or
               any  services,  or  anything  of value to any candidate, campaign
               committee,  political  action  committee  or  political  party or
               organization  in  connection  with  any  election."

     6.   The  following  is  hereby  added  as Section 3.4(i) of the Agreement:

          "(i) Ace  shall  use its commercially reasonable efforts in good faith
               to  develop,  implement  and  make  operational  all revisions or
               adjustments to the POS System as are necessary to comply with the
               software requirements of the Initial Bank Loan Operating Manuals,
               on  or  before 5:00 p.m., Pacific Time, on April 30, 2001, but in
               any  event, Ace shall develop, implement and make operational all
               adjustments to the POS System as are necessary to comply with the
               software  requirements of the Initial Bank Loan Operating Manuals
               not later than 11:59:59 p.m., Pacific Time, on June 30, 2001. For
               purposes  of this Agreement, the "POS Compliance Date" shall mean
                                                 -------------------
               the  earlier  of  (i)  the  day  on  which  Ace  has  developed,
               implemented, and made operational all revisions or adjustments to
               the POS System necessary to comply with the software requirements
               of  the  Bank  Loan Operating Manuals as required in this Section
               3.4(i),  or  (ii)  July  1,  2001."


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        3
<PAGE>
     7.   The  following  is  hereby  added  as Section 3.4(j) of the Agreement:

          "(j) Ace  shall  use its commercially reasonable efforts in good faith
               to  substantially  comply  with  and  implement all of the terms,
               conditions, policies, and procedures required by the Initial Bank
               Loan  Operating  Manuals on or before 5:00 p.m., Pacific Time, on
               April  30,  2001,  but  in  any  event, Ace shall comply with and
               implement  all  of the terms, conditions, policies and procedures
               required  by the Initial Bank Loan Operating Manuals on or before
               5:00  p.m.,  Pacific  Time,  on  October  1,  2001  (the  "Final
                                                                          -----
               Compliance  Date").  In  addition,  Ace  shall  take  all  action
               ----------------
               necessary  to  comply  with  and implement the terms, conditions,
               policies,  and  procedures required by each amendment or revision
               to  the  Bank  Loan Operating Manuals not later than 60 days from
               and  after  the  date  of  delivery  to  Ace of such amendment or
               revision  by  GNB,  when  Ace  must  be  in  compliance."

     8.   The  following  is  hereby  added  as Section 3.4(k) of the Agreement:


          "(k) Ace  shall  pay  its  proportionate share, in accordance with its
               participations  in the Bank Loans purchased from GNB from time to
               time,  of  all  of  the  expenses  of  the  lobbying  and related
               activities,  regarding  legislation  and  pending  legislation
               affecting  short-term loans, which the Parties mutually determine
               to  engage  in  or  support  from  time  to time during the Term;
               provided,  that  such  lobbying  and related activities shall not
               involve  any  direct  or  indirect  contribution,  payment,
               distribution,  loan,  advance,  gift of money or any services, or
               anything  of  value to a candidate, campaign committee, political
               action  committee,  or  political  party  or  organization  in
               connection  with  any  election."

     9.   Section  4.2(c) of the Agreement is hereby amended to read as follows:

          "(c) Either  Party may terminate this Agreement upon 30 business days'
               Notice  upon  the occurrence of any material breach or default by
               the  other Party under this Agreement (other than as described in
               Section 4.2(b), Section 4.2(f), Section 4.2(g), or the provisions
               of  Section  4.2  after Section 4.2(g)) which is not cured within
               such  30  business-day  period."

     10.  The  following  is  hereby  added  as Section 4.2(f) of the Agreement:


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        4
<PAGE>
          "(f) GNB  may  terminate  this  Agreement  at any time after the Final
               Compliance  Date, upon nine (9) months' Notice, if GNB reasonably
               determines that Ace is not in compliance with the requirements of
               the  Bank  Loan Operating Manuals. Such Notice must describe with
               reasonable specificity the basis or bases for the termination and
               the corrective actions to be taken to make Ace in compliance with
               the  requirements  of  the  Bank  Loan  Operating  Manuals.  Such
               termination shall be effective immediately upon the expiration of
               such  nine (9) month period, unless Ace is in compliance with the
               requirements of the Bank Loan Operating Manuals within forty-five
               (45)  days  after  GNB  has  given the nine (9) months' Notice to
               terminate."

     11.  The  following  is  hereby  added  as Section 4.2(g) of the Agreement:

          "(g) Ace  may  terminate  this  Agreement  at any time after the Final
               Compliance  Date, upon nine (9) months' Notice (which Notice must
               describe  with  reasonable specificity the basis or bases for the
               termination) if GNB amends and/or revises the Bank Loan Operating
               Manuals and any such amendment or revision changes the operation,
               policies,  procedures,  training  and/or  system(s) regarding the
               origination,  processing,  or  collection  of  Bank  Loans  in  a
               material  way,  Ace  uses  its commercially reasonable efforts to
               comply  with  the  amendment  or  revision,  and  Ace  reasonably
               determines  that compliance, or the use of resources to effect or
               maintain  compliance, by Ace with the amendment or revision would
               have  a material adverse effect upon Ace's loan-related business,
               operations  or  financial  condition.  Such  termination shall be
               effective  immediately upon the expiration of such nine (9) month
               period,  unless Ace, by Notice to GNB within forty-five (45) days
               after  Ace  has  given  the nine (9) months' Notice to terminate,
               withdraws  such  termination  Notice  and has effected compliance
               with  the  amendment  or  revision  to  the  Bank  Loan Operating
               Manuals."

     12.  The following is hereby added at the end of Section 4.2, after Section
          4.2(g),  of  the  Agreement:

          "In  addition,  if GNB should reasonably determine, from time to time,
          that  Ace's  operations  regarding  the  Bank  Loans at any particular
          Locations  or  Locations  ("Noncomplying  Locations")  are  not  in
                                      -----------------------
          substantial  compliance  with  the  requirements  of  the  Bank  Loan
          Operating  Manuals, GNB may give Ace a Notice which (i) describes with
          reasonable  specificity  both  the


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        5
<PAGE>
          circumstances  that  constitute  noncompliance  at  each  Noncomplying
          Location and the corrective actions to be taken to make the operations
          at each Noncomplying Location comply with the requirements of the Bank
          Loan  Operating  Manuals,  and (ii) states that the agency appointment
          made in Section 1.3 with respect to each Noncomplying Location will be
          revoked  if  the  specified  corrective  actions are not taken. If the
          specified  corrective actions are not taken regarding Ace's operations
          at  a  Noncomplying  Location  within ten (10) business days after the
          giving  of  the  Notice, Ace shall no longer have the right to legally
          serve as GNB's agent to facilitate and provide administrative services
          regarding  new  Bank  Loans  at  any  continuing Noncomplying Location
          unless  thereafter authorized by GNB (though Ace may continue to serve
          as  agent  regarding  any  and all then-outstanding Bank Loans made at
          such Noncomplying Location). If, however, Ace's right to legally serve
          as  GNB's  agent is terminated by GNB in accordance with the preceding
          two  sentences  at  more  than  * Locations, in the aggregate from the
          Effective  Date,  then  either Party may terminate this Agreement upon
          nine  (9)  months'  Notice  to the other Party. Such termination, when
          Notice  is  given  by  Ace,  shall  be  effective immediately upon the
          expiration  of  such  nine  (9)  month  period. Such termination, when
          Notice  is  given  by  GNB,  shall  be  effective immediately upon the
          expiration  of  such  nine  (9)  month  period, unless Ace has, within
          forty-five  (45)  days after GNB has given the nine (9) months' Notice
          to  terminate,  corrected  the  noncompliance  at  each  Noncomplying
          Location  which  was the subject of GNB's last Notice of noncompliance
          which  caused  the  number  of  Noncomplying  Locations  to  exceed  *
          Locations,  in  the  aggregate  from  the  Effective  Date."

     13.  The  following  is  hereby  added  as  Section  5.3  of the Agreement:

          "5.3 Compliance Examination. At such reasonable intervals as GNB shall
               ----------------------
               deem appropriate during the Term and upon reasonable prior Notice
               from  GNB,  Ace  shall  afford  GNB,  through  its  authorized
               representatives, counsel, accountants, agents, and employees (the
               "GNB  Representatives"), reasonable access during normal business
                --------------------
               hours  to all of Ace's business operations, properties (including
               each  Location at which Bank Loans are offered), books, files and
               records,  and  will  take  all  such  other  actions  reasonably
               necessary,  to  enable the GNB Representatives to make a complete
               examination of Ace's financial statements and business operations
               regarding  the  origination,  documentation,  processing  and
               collection  of  Bank  Loans  for  the sole purpose of determining
               Ace's compliance with the requirements of the Bank Loan Operating
               Manuals.  Such examination shall be conducted in cooperation with


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        6
<PAGE>
               the  officers  and  agents  of  Ace  and  in  such a manner as to
               minimize,  to  the extent possible consistent with the reasonable
               conduct  of  a  comprehensive  examination, any disruption of, or
               interference  with,  the  normal  business operations of Ace. The
               cost  of  such  examination  shall  be  paid  by  GNB."

     14.  Section  8.1(a) of the Agreement is hereby amended to read as follows:


          "(a) Five  percent  (5%)  of all losses, claims, obligations, demands,
               assessments,  penalties, liabilities, costs (including reasonable
               attorneys' fees and expenses) and damages asserted against Ace or
               any  Ace  Indemnified  Person  or  incurred  by  Ace  or  any Ace
               Indemnified  Person  (collectively,  "Ace  Losses") by reason of,
                                                     -----------
               resulting from, or relating to any Third-Party Claims (as defined
               below  in  this  Section  8.1)  asserted  against  Ace or any Ace
               Indemnified  Person if the Third-Party Claims arise out of one or
               more  Bank Loans made or services or products provided under this
               Agreement  solely  from  the Effective Date and prior to April 1,
               2001,  except  any Third-Party Claims described in Section 8.1(b)
               or  Section  8.1(c);  and  ten percent (10%) of all Ace Losses by
               reason  of, resulting from, or relating to any Third-Party Claims
               asserted  against  Ace  or  any  Ace  Indemnified  Person  if the
               Third-Party  Claims  arise  out of one or more Bank Loans made or
               services  or  products  provided under this Agreement solely from
               and  after April 1, 2001, except any Third-Party Claims described
               in  Section  8.1(b)  or  Section 8.1(c); and for purposes of this
               Section  8.1(a),  (i) each Renewal of a Bank Loan shall be deemed
               made  on  the date the Bank Loan was originally made or funded by
               GNB  and  (ii)  the  foregoing  percentages  of  Ace Losses to be
               indemnified by GNB shall apply regardless of when any Third-Party
               Claims are asserted or arise (i.e., whether before or after April
               1,  2001)  and  regardless of when the Ace Losses are suffered or
               incurred."

     15.  Section  8.2(a) of the Agreement is hereby amended to read as follows:

          "(a) Ninety-five  percent  (95%)  of  all losses, claims, obligations,
               demands,  assessments,  penalties,  liabilities, costs (including
               reasonable  attorneys'  fees  and  expenses) and damages asserted
               against  GNB  or any GNB Indemnified Person or incurred by GNB or
               any GNB Indemnified Person (collectively, "GNB Losses") by reason
                                                          ----------
               of,  resulting  from,  or  relating  to  any  Third-Party  Claims
               asserted  against  GNB  or  any  GNB  Indemnified  Person  if the


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        7
<PAGE>
               Third-Party  Claims  arise  out of one or more Bank Loans made or
               services  or  products  provided under this Agreement solely from
               the  Effective  Date  and  prior  to  April  1,  2001, except any
               Third-Party Claims described in Section 8.2(b) or Section 8.2(c);
               and  ninety  percent  (90%)  of  all  GNB  Losses  by  reason of,
               resulting  from,  or  relating to any Third-Party Claims asserted
               against  GNB  or  any  GNB  Indemnified Person if the Third-Party
               Claims  arise  out  of one or more Bank Loans made or services or
               products  provided  under  this  Agreement  solely from and after
               April 1, 2001, except any Third-Party Claims described in Section
               8.2(b)  or  Section  8.2(c);  and  for  purposes  of this Section
               8.2(a),  (i)  each Renewal of a Bank Loan shall be deemed made on
               the  date  the  Bank Loan was originally made by GNB and (ii) the
               foregoing  percentages  of  GNB  Losses  to be indemnified by Ace
               shall  apply  regardless  of  when  any  Third-Party  Claims  are
               asserted  or  arise (i.e., whether before or after April 1, 2001)
               and  regardless of when the GNB Losses are suffered or incurred."

     16.  The  fourth sentence of Section 8.5 of the Agreement is hereby amended
          to  read  as  follows:

          "The  premium cost of that insurance policy shall be paid (a) * by Ace
          and  *  by GNB from the Effective Date and prior to the POS Compliance
          Date,  and (b) * by Ace and * by GNB from and after the POS Compliance
          Date."

     17.     Section  11.3  of  the  Agreement  is  hereby amended to substitute
"President  and Chief Operating Officer" for the title "Chief Financial Officer"
after  "Jay  B.  Shipowitz,"  in  the  address  for  any  Notice  to  Ace.

     18.     Section  11.5  of  the  Agreement is hereby amended by deleting the
"and"  at  the  end  of  subsection  (g) thereof, deleting the "." at the end of
subsection  (h) hereof, adding "; and" at the end of subsection (h) thereof, and
adding  a  new  subsection  (i)  to  read  as  follows:

          "(i)  a reference in this Agreement to any agreement or other document
          or  to  any  Exhibit  to this Agreement shall include any amendment or
          supplement  to, or restatement of, that agreement or other document or
          that Exhibit to this Agreement to the extent permitted by the terms of
          that agreement or other document or that Exhibit to which reference is
          made."


____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        8
<PAGE>
     19.     GNB  and  Ace  hereby  acknowledge  that the Preemptive and Refusal
Rights  Agreement, which was Exhibit F to the Agreement, has been terminated and
superseded  effective  March  30,  2000.

     20.     Except  as  set forth in this Amendment, all terms used herein that
are defined in the Agreement shall have the respective meanings set forth in the
Agreement.

     21.     Except  as  amended hereby, the Agreement is hereby affirmed in its
entirety.

     22.     This  Amendment  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.

     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Amendment to be
duly  executed  by  their respective officers as of the day and year first above
written.


                               GOLETA  NATIONAL  BANK


                               By: /s/  Llewellyn  W.  Stone
                                   -------------------------
                               Name:  Llewellyn  W.  Stone
                               Title: President  and  Chief  Executive  Officer


                               ACE  CASH  EXPRESS,  INC.


                              By: /s/  Jay  B.  Shipowitz
                                   -----------------------
                               Name:  Jay  B.  Shipowitz
                               Title: President  and  Chief  Operating  Officer



____________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        9
<PAGE>
                              AMENDMENT NUMBER 1 TO
                       MASTER LOAN PARTICIPATION AGREEMENT


     THIS  AMENDMENT  NUMBER  1  TO  MASTER  LOAN  PARTICIPATION AGREEMENT (THIS
"AMENDMENT")  IS  MADE  AS OF THE 29TH DAY OF MARCH, 2001, BY AND BETWEEN GOLETA
NATIONAL  BANK,  A  NATIONAL  BANKING ASSOCIATION ("GNB"), AND ACE CASH EXPRESS,
INC.,  A  TEXAS  CORPORATION  ("PARTICIPANT"),  WITH  REGARD  TO  THE FOLLOWING:

     1.   GNB  and  Participant  entered  into  that  certain Master Loan Agency
Agreement  dated  August  11,  1999, and contemporaneously with the execution of
this  Amendment  are  amending  the Master Loan Agency Agreement by that certain
Amendment  Number 1 to Master Loan Agency Agreement of even date herewith (as so
amended,  the  "Agency  Agreement").

     B.   GNB  and  Participant  entered  into  that  certain  Master  Loan
Participation  Agreement  dated August 11, 1999 (the "Participation Agreement"),
and  wish  to  amend the Participation Agreement to correspond with the terms of
the  Agency  Agreement  and  as  set  forth  herein.

     C.    Section  12  of  the  Participation  Agreement  permits  GNB  and
Participant  to  amend  the Participation Agreement by a writing signed by them.

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  hereinafter  set  forth,  GNB  and  Participant hereby agree as
follows:

     1.   The  third  recital  (or  "WHEREAS")  paragraph  of  the Participation
Agreement  is  amended  to  read  as  follows:

          "WHEREAS,  Participant desires to purchase, and GNB desires to sell to
     Participant,  an  undivided  interest  in  each  of  the  Bank  Loans."

     2.   The  following  sentences  are hereby added to, at the end of, Section
1  of  the  Participation  Agreement:

     "But from and after the POS Compliance Date (as that term is defined in the
     Agency Agreement, as defined below) (the "POS Compliance Date"), GNB agrees
     to  sell  to  Participant,  from  time  to  time, and Participant agrees to
     purchase  from  GNB,  from  time to time, an undivided ninety percent (90%)
     interest  in  each  and  every Bank Loan made by GNB from and after the POS
     Compliance Date. For purposes of this Agreement, (a) the "Agency Agreement"
     is  that  certain  Master Loan Agency Agreement between GNB and Participant
     dated  August  11, 1999, as amended to date, and (b) each and every renewal
     of  a  Bank  Loan  shall  be  deemed  made  on  the  date the Bank Loan was
     originally made or funded by GNB and shall be treated in the same manner as
     that  original  Bank  Loan."


<PAGE>
     3.   The  first  sentence  of  Section  2 of the Participation Agreement is
hereby  amended  to  read  as  follows:

     "The  purchase  price  for each Bank Loan purchased by Participant shall be
     ninety-five  percent  (95%)  of the principal amount of such Bank Loan made
     prior  to  the POS Compliance Date and shall be ninety percent (90%) of the
     principal  amount  of each Bank Loan made from and after the POS Compliance
     Date  ("Purchase  Price").

     4.   Section  4  of  the  Participation Agreement is hereby amended to read
as  follows:

          "4.  The  Purchase  Price for each Bank Loan shall be transferred from
               the Account to GNB on the day such Bank Loan is funded and either
               (a) ninety-five percent (95%) of any payment of fees, interest or
               principal  received  by  GNB  on each such Bank Loan purchased by
               Participant regarding Bank Loans made prior to the POS Compliance
               Date,  or  (b)  ninety  percent  (90%)  of  any  payment of fees,
               interest  or  principal  received  by  GNB on each such Bank Loan
               purchased by Participant regarding Bank Loans made from and after
               the  POS  Compliance Date, shall be transferred to the Account on
               the  day  received  by  GNB;  provided,  however,  that  if  any
               instrument representing payment of the fee, principal or interest
               on a Bank Loan is later dishonored, rescinded or revoked, or GNB,
               for  any  reason, fails to receive good funds, then the credit to
               the  Account  of  Participant  shall  be  transferred  to  GNB."

     5.   Section  11  of  the Participation Agreement is hereby amended to read
as  follows:

          "11. GNB  and Participant shall share any losses (but not unreimbursed
               Expenses)  with  respect to any defaulted Bank Loan in accordance
               with  their  respective  interests  in  such  Bank  Loan  (i.e.,
               ninety-five  percent  (95%)  of  such  Loss  shall  be  borne  by
               Participant  and  five percent (5%) shall be borne by GNB on each
               such Bank Loan purchased by Participant regarding Bank Loans made
               prior  to  the  POS  Compliance Date, and ninety percent (90%) of
               such  Loss  shall  be  borne by Participant and ten percent (10%)
               shall  be  borne  by  GNB  on  each  such  Bank Loan purchased by
               Participant  regarding  Bank  Loans  made  from and after the POS
               Compliance  Date).

     6.   Section  14  of  the  Participation  Agreement  is  hereby  amended to
substitute  "President  and  Chief  Operating  Officer"  for  the  title  "Chief
Financial  Officer"  after  "Jay  B.  Shipowitz," in the address for any notice,
request,  demand,  or  other  communication  to  Participant.

     7.   The  following  is  hereby  added  as  a  new  Section  22  of  the
Participation  Agreement:


                                        2
<PAGE>
          "22. GNB's  obligation  to  sell  to  Participant,  and  Participant's
               obligation  to purchase from GNB, an interest in Bank Loans shall
               cease  upon  termination  of  the  Agency  Agreement."

     8.   Except  as  set  forth  in  this Amendment, all terms used herein that
are  defined  in  the Participation Agreement shall have the respective meanings
set  forth  in  the  Participation  Agreement.

     9.   Except  as  amended  hereby,  the  Participation  Agreement  is hereby
affirmed  in  its  entirety.

     10.  This  Amendment  may be signed in counterparts with the same effect as
if both  parties  hereto  had  signed the same paper; all counterparts are to be
construed  together  to  be  one  and  the  same  document.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly  executed  by  their respective officers as of the day and year first above
written.

                            GOLETA  NATIONAL  BANK

                            By:  /s/ Llewellyn  W.  Stone
                                 -------------------------
                            Name:  Llewellyn  W.  Stone
                            Title: President and Chief Executive Officer


                            ACE  CASH  EXPRESS,  INC.


                            By:  /s/  Jay  B.  Shipowitz
                                      -----------------------
                            Name:  Jay  B.  Shipowitz
                            Title: President and Chief Operating Officer


                                        3
<PAGE>
                            AMENDMENT NUMBER 1 TO THE
                          SCHEDULE OF INTEREST AND FEES


     This  Amendment  Number  1  to the Schedule of Interest and Fees ("Schedule
Amendment")  is  made  as of this 29th day of March, 2001, by and between Goleta
National  Bank,  a  national  banking association ("GNB"), and Ace Cash Express,
Inc.,  a  Texas  corporation  ("Ace"),  with  regard  to  the  following:

     A.   GNB  and  Ace  entered  into that certain Master Loan Agency Agreement
dated  August  11, 1999 (the "Agreement"), which included as Exhibit "E" thereto
that  certain  Schedule  of  Interest  and  Fees  (the  "Schedule").

     B.   Contemporaneously  with  the execution of this Schedule Amendment, GNB
and  Ace are amending the Agreement by that certain Amendment Number 1 to Master
Loan  Agency  Agreement  of  even  date  herewith  (as  so  amended, the "Agency
Agreement")  and  wish  to  amend  the  Schedule  as  set  forth  herein.

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth in the Agency Agreement and in this Schedule Amendment,
Ace  and  GNB  hereby  agree  as  follows:

     The  following  Paragraph  5 is added to, immediately after Paragraph 4 of,
the  Schedule:

          5.  Exclusivity and Loan Compliance Fee. In consideration of the grant
              -----------------------------------
          of  exclusivity by GNB to Ace provided in Section 1.6(b) of the Agency
          Agreement, and to assist GNB in offsetting the costs of complying with
          regulatory  requirements for originating the Bank Loans, Ace shall pay
          to  GNB  a  one-time Exclusivity and Loan Compliance Fee of * on March
          30,  2001,  and  *  on  the  last business day of each calendar month,
          commencing  April 30, 2001, up to and including the earlier of (a) the
          last  day  of the month in which the POS Compliance Date (as that term
          is  defined  in  the  Agency Agreement) occurs, or (b) June 30, 2001."

     1.   Except  as  set  forth  in  this  Schedule  Amendment,  all terms used
herein  that  are  defined  in  the  Agency  Agreement shall have the respective
meanings  set  forth  in  the  Agency  Agreement.

     2.   Except  as  amended  hereby,  the  Schedule  is hereby affirmed in its
entirety.

_______________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


<PAGE>
     3.   This  Schedule  Amendment  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.

     IN  WITNESS WHEREOF, the parties hereto have caused this Schedule Amendment
to  be  duly  executed by their respective officers as of the day and year first
above  written.

                            GOLETA  NATIONAL  BANK


                            By: /s/ Llewellyn  S.  Stone
                                    -------------------------
                            Name:  Llewellyn  W.  Stone
                            Title: President  and  Chief  Executive  Officer

                            ACE  CASH  EXPRESS,  INC.

                            By: /s/ Jay  B.  Shipowitz
                                ----------------------
                            Name:  Jay  B.  Shipowitz
                            Title: President  and  Chief  Operating  Officer


_______________________________
*    Confidential  treatment  has  been  requested  for certain portions of this
     document  pursuant to an application for confidential treatment sent to the
     Securities  and  Exchange  Commission.  Such portions are omitted from this
     filing  and  filed  separately with the Securities and Exchange Commission.


                                        2
<PAGE>
                              AMENDMENT NUMBER 2 TO
                          MASTER LOAN AGENCY AGREEMENT



     This  Amendment Number 2 to Master Loan Agency Agreement (this "Amendment")
is  made as of this 30th day of June, 2001, by and between Goleta National Bank,
a  national  banking  association  ("GNB"),  and Ace Cash Express, Inc., a Texas
corporation  ("Ace"),  with  regard  to  the  following:

     A.   GNB  and  Ace  entered  into that certain Master Loan Agency Agreement
          dated  August  11, 1999, as amended by that certain Amendment Number 1
          to  Master  Loan  Agency  Agreement  dated  March  29,  2001  (the
          "Agreement").

     B.   Section  11.7  of  the  Agreement  permits  GNB  and  Ace to amend the
          Agreement  by  a  writing  signed  by  them.

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  set  forth,  GMB  and  Ace  hereby  agree  as  follows:

     1.   Section  2.1  of  the  Agreement is hereby amended to read as follows:


          "2.1 Participation Agreement. Contemporaneous with this Agreement, the
               -----------------------
               Parties  are  entering into a Master Loan Participation Agreement
               under which GNB agrees to sell to Ace, and Ace agrees to purchase
               from  GNB,  a 95% participation in each of the Bank Loans made by
               GNB  from the Effective Date and prior to the POS Compliance Date
               (as  defined  in Section 3.4(i)), and a 90% participation in each
               of  the  Bank Loans made by GNB from and after the POS Compliance
               Date.  That  Master  Loan  Participation Agreement (as amended by
               Amendment  Number  1 to Master Loan Participation Agreement dated
               March  29,  2001  and  by  Amendment  Number  2  to  Master  Loan
               Participation Agreement dated June 30, 2001) is Exhibit D to this
                                                               ---------
               Agreement."

     2.   Except  as set forth in this Amendment, all terms used herein that are
          defined  in the Agreement shall have the respective meanings set forth
          in  the  Agreement.

     3.   Except  as  amended  hereby,  the  Agreement is hereby affirmed in its
          entirety.

     4.   This  Amendment  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.


<PAGE>
     IN  WITNESS  WHEREOF,  the  Parties  have  caused this Amendment to be duly
executed  by  their  respective  officers  as  of  the  day and year first above
written.

                                   GOLETA  NATIONAL  BANK



                                   By: /s/  Llewellyn  W.  Stone
                                       -------------------------
                                   Name:  Llewellyn  W.  Stone
                                   Title: Executive  Vice  President



                                   ACE  CASH  EXPRESS,  INC.



                                   By: /s/  Jay B. Shipowitz
                                       -----------------------
                                   Name:  Jay B. Shipowitz
                                   Title: President and Chief Operating Officer


<PAGE>
                              AMENDMENT NUMBER 2 TO
                       MASTER LOAN PARTICIPATION AGREEMENT

     This  Amendment  Number  2  to  Master  Loan  Participation Agreement (this
"Amendment")  is  made  as of this 30th day of June, 2001, by and between Goleta
National  Bank,  a  national  banking association ("GNB"), and Ace Cash Express,
Inc.,  a  Texas  corporation  ("Participant"),  with  regard  to  the following:

     A.   GNB  and  Participant  entered  into  that  certain Master Loan Agency
          Agreement  dated August 11, 1999, as amended by that certain Amendment
          Number  1  to  Master  Loan Agency Agreement dated March 29, 2001 (the
          "Agency  Agreement"),  and contemporaneously with, and to reflect, the
          execution  of this Amendment are amending the Agency Agreement by that
          certain  Amendment  Number  2  to Master Loan Agency Agreement of even
          date  herewith.

     B.   GNB  and  Participant  entered  into  that  certain  Master  Loan
          Participation  Agreement  dated  August  11,  1999, as amended by that
          certain  Amendment  Number  1  to  Master Loan Participation Agreement
          dated  March  29,  2001  (the  "Participation  Agreement").

     C.   Section  12 of the Participation Agreement permits GNB and Participant
          to  amend  the  Participation  Agreement  by a writing signed by them.

     D.   GNB  and  Participant  wish to implement the decrease in Participant's
          undivided  interest  in  the  Bank Loans as of the POS Compliance Date
          (i.e.,  July  1,  2001)  described in the Participation Agreement from
          ninety-five percent (95%) to ninety percent (90%), but are not readily
          able to, and currently prefer not to, modify their respective software
          systems  for  that  purpose.

     E.   GNB  and  Participant  wish  to  amend  the Participation Agreement to
          provide  for  a  method,  different  than  stated in the Participation
          Agreement,  to  pay  the  price  for and the earnings on Participant's
          decreased  undivided interest in the Bank Loans from and after the POS
          Compliance  Date.

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  set  forth,  GNB  and  Participant  hereby  agree  as  follows:

     1.   Section  2 of the Participation Agreement is hereby amended to read as
          follows:

          "2.  The  purchase  price for the undivided interest in each Bank Loan
               made  prior  to  the  POS  Compliance  Date  that is purchased by
               Participant  shall  be ninety-five percent (95%) of the principal
               amount  of  such  Bank Loan. The purchase price for the undivided
               interest in each Bank Loan made from and after the POS Compliance
               Date  that  is  purchased  by

______________________
*     Confidential  treatment  has  been  requested for certain portions of this
document  pursuant  to  an  application  for  confidential treatment sent to the
Securities; and Exchange Commission.  Such portions are omitted from this filing
and  filed  separately  with  the  Securities  and  Exchange  Commission.


<PAGE>
               Participant shall be ninety percent (90%) of the principal amount
               of  such  Bank Loan, paid in accordance with Section 4(b) of this
               Agreement.  In  no  event  shall  Participant  acquire  any
               participation  in  a Bank Loan related to an overdraft or funding
               by  GNB  in  excess  of  the  approved  Bank  Loan."

     2.   Section  4 of the Participation Agreement is hereby amended to read as
          follows:

          "4.  (a)  The  purchase  price for the undivided interest in each Bank
                    Loan made prior to the POS Compliance Date that is purchased
                    by  Participant shall be transferred from the Account to GNB
                    on  the day such Bank Loan is funded and ninety-five percent
                    (95%) of any payment of fees, interest or principal received
                    by  GNB  each  such  Bank  Loan  shall be transferred to the
                    Account  on  *  by  GNB;  provided  however,  that  if  any
                    instrument  representing  payment  of  the fee, principal or
                    interest  on  a  Bank Loan is later dishonored, rescinded or
                    revoked,  or  GNB,  for  any  reason,  fails to receive good
                    funds,  then  credit  to the Account of Participant shall be
                    transferred  to  GNB.

               (b)  The  purchase  price for the undivided interest in each Bank
                    Loan  made  from  and  after the POS Compliance Date that is
                    purchased  by Participant shall be paid by transfer from the
                    Account to GNB, *, of an amount equal to ninety-five percent
                    (95%) of the principal amount of such Bank Loan and by GNB's
                    establishing an account payable to Participant equal to five
                    percent (5%) of the principal amount of such Bank Loan. This
                    account  payable shall be satisfied and paid to Participant,
                    and  earnings  on Participant's participation interest shall
                    be  paid  to Participant, by transfer to the Account by GNB,
                    on * by GNB, of an amount equal to ninety-five percent (95%)
                    of  all  fees, interest or principal received by GNB on each
                    such  Bank Loan, subject to the monthly adjustment described
                    in  Section  4(c)  of  this  Agreement.

               (c)  An  adjustment  (intended to reflect Participant's ownership
                    of  a ninety percent (90%) rather than a ninety-five percent
                    (95%)  undivided  interest  in  each Bank Loan made from and
                    after  the  POS  Compliance Date) shall be effected for each


______________________
*     Confidential  treatment  has  been  requested for certain portions of this
document  pursuant  to  an  application  for  confidential treatment sent to the
Securities; and Exchange Commission.  Such portions are omitted from this filing
and  filed  separately  with  the  Securities  and  Exchange  Commission.


                                        2
<PAGE>
                    calendar  month (or partial calendar month), commencing July
                    2001,  by  the  wire transfer from Participant to GNB of the
                    Participation Adjustment Amount on or before the *. For this
                    purpose:


                    (i)  "Participation  Adjustment Amount" shall mean, for each
                         calendar  month  (or partial calendar month), the Gross
                         Amount  for  that  calendar  month (or partial calendar
                         month)  minus the Loan Loss for that calendar month (or
                         partial  calendar  month).

                    (ii) "Gross  Amount" shall mean, for each calendar month (or
                         partial  calendar  month),  an  amount  equal  to  five
                         percent (5%) of the Finance Charge Collections for that
                         calendar  month  (or  partial  calendar  month).

                    (iii) "Finance  Charge  Collections"  shall  mean,  for each
                         calendar  month  (or partial calendar month), the total
                         finance charges for all Bank Loans, made from and after
                         the  POS  Compliance  Date,  charged  by  GNB  in  that
                         calendar month (or partial calendar month), as reported
                         in  the GNB Loan Performance Report prepared as part of
                         the  GNB  Monthly  Loan  Analysis  Report.

                    (iv) "Loan  Loss"  shall  mean,  for each calendar month (or
                         partial  calendar  month),  the  product  of  the Gross
                         Amount  for  that  calendar  month (or partial calendar
                         month)  multiplied  by  the  Loan  Loss  Ratio for that
                         calendar  month  (or  partial  calendar  month).

                    (v)  "Loan  Loss  Ratio"  shall  mean, (A) for each of July,
                         August,  and September 2001 (or any partial time period
                         in  any  such calendar month), fifty percent (50%), and
                         (B) for each calendar month (or partial calendar month)
                         after  September  2001,  a percentage equal to the Bank
                         Loan  Loss for that calendar month (or partial calendar
                         month)  divided  by  the Finance Charge Collections for
                         that  calendar  month  (or  partial  calendar  month).


______________________
*     Confidential  treatment  has  been  requested for certain portions of this
document  pursuant  to  an  application  for  confidential treatment sent to the
Securities; and Exchange Commission.  Such portions are omitted from this filing
and  filed  separately  with  the  Securities  and  Exchange  Commission.


                                        3
<PAGE>
                    (vi) "Bank  Loan  Loss"  shall mean, for each calendar month
                         (or  partial  calendar  month),  an amount equal to the
                         result  of  (A)  the  Provision  for  Loan  Losses  of
                         Participant,  as  reported  in  the  Supplemental
                         Statistical  Data  of Participant's Quarterly Report on
                         Form 10-Q or Annual Report on Form 10-K (as applicable)
                         filed  with  the Securities and Exchange Commission for
                         the  fiscal  quarter or the fiscal year (as applicable)
                         immediately  preceding  the  calendar  quarter  most
                         recently  ended  before  the  particular calendar month
                         (so,  for  example,  the  Provision  for Loan Losses of
                         Participant  reported in Participant's Annual Report on
                         Form  10-K for its fiscal year ended June 30, 2001 will
                         be  used for each of October, November, and December of
                         2001,  and the Provision for Loan Losses of Participant
                         reported in Participant's Quarterly Report on Form 10-Q
                         for its fiscal quarter ended September 30, 2001 will be
                         used  for  each  of January, February, and March 2002),
                         divided  by  (B)  ninety-five  percent  (95%).

               (d)  GNB  and  Participant  acknowledge  that  application of the
                    method described in Sections 4(b) and 4(c) of this Agreement
                    may  result  in  some  variance  from an exact allocation of
                    earnings  and  losses  on each Bank Loan made from and after
                    the  POS  Compliance  Date  of  ten percent (10%) to GNB and
                    ninety  percent  (90%) to Participant. Nevertheless, GNB and
                    Participant  agree that such method (i) is acceptable to and
                    sufficient  for  them under the circumstances and (ii) shall
                    supersede  any  inconsistent  provision in this Agreement or
                    the  Agency  Agreement  regarding  Bank  Loans made from and
                    after  the  POS  Compliance  Date."

     3.   Except  as  set  forth  in  this  Amendment, all terms herein that are
          defined  in  the  Participation  Agreement  shall  have the respective
          meanings  set  forth  in  the  Participation  Agreement.

     4.   Except  as  amended  hereby,  the  Participation  Agreement  is hereby
          affirmed  in  its  entirety.


______________________
*     Confidential  treatment  has  been  requested for certain portions of this
document  pursuant  to  an  application  for  confidential treatment sent to the
Securities; and Exchange Commission.  Such portions are omitted from this filing
and  filed  separately  with  the  Securities  and  Exchange  Commission.


                                        4
<PAGE>
     5.   This  Amendment  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.

     IN  WITNESS  WHEREOF,  GNB and Participant have caused this Amendment to be
duly  executed  by  their respective officers as of the day and year first above
written.

                         GOLETA  NATIONAL  BANK


                         By:  /s/  Llewellyn  W.  Stone
                              -------------------------

                         Name:   Llewellyn  W.  Stone
                         Title:  Executive  Vice  President


                         ACE  CASH  EXPRESS,  INC.


                         By:  /s/  Jay  B.  Shipowitz
                              -----------------------

                         Name:   Jay  B.  Shipowitz
                         Title:  President  and  Chief  Operating  Officer


                                        5
<PAGE>

</TEXT>
</DOCUMENT>
