ACE CASH EXPRESS INC/TX
EX-10.3 AMENDMENT TO MASTER LOAN AGENCY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d00906exv10w3.txt
<DESCRIPTION>EX-10.3 AMENDMENT TO MASTER LOAN AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.3(a)

                              AMENDMENT NUMBER 3 TO
                          MASTER LOAN AGENCY AGREEMENT


         This Amendment Number 3 to Master Loan Agency Agreement (this
"Amendment") is made as of this 1st day of November, 2002, 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, and by that certain Amendment Number
2 to Master Loan Agency Agreement dated June 30, 2001 (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 and Ace, after consultation with the Bank Regulatory Authority,
have mutually determined that it is in their respective best interests to (i)
provide for termination of the Agreement effective December 31, 2002, or such
later date as the Bank Regulatory Authority may permit (the date of termination
of the Agreement being the "Termination Date"), though certain provisions of the
Agreement as specified herein shall survive the termination of the Agreement,
(ii) provide that Ace will indemnify GNB for 100% of certain losses on and after
November 1, 2002, and (iii) amend the Agreement in certain other respects.

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

         1. Section 1.6 of the Agreement is hereby amended to read as follows:

                  "1.6     No Exclusivity. On and after November 1, 2002, the
                           Parties' relationship shall not be exclusive;
                           consequently, on and after November 1, 2002, Ace may
                           offer, for its own account or for the account of
                           others, any loans (whether or not similar to Bank
                           Loans) at any of its Locations, and GNB may offer and
                           provide any loans (whether or not similar to Bank
                           Loans) through or with any other person."

         2. Section 1.9 of the Agreement is hereby amended to read as follows:

                  "1.9     Collection of Bank Loans. Contemporaneous with this
                           Agreement, the Parties are entering into a Collection
                           Servicing Agreement, under which Ace is appointed as
                           servicer to collect and enforce the Bank Loans. That
                           Collection Servicing Agreement, as amended by
                           Amendment Number 1 to Collection Servicing Agreement,
                           is Exhibit B to this Agreement. To the extent that
                           the terms of the Collection Servicing Agreement, as
                           amended, conflict with the terms of this Agreement,
                           the terms of this Agreement shall control."


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         3. The first sentence of Section 4.1 of the Agreement is hereby amended
to read as follows:

                           "4.1 Term of Agreement. Unless otherwise terminated
                  as provided in Section 4.2, this Agreement shall terminate at
                  11:59 p.m., Central Time, on December 31, 2002, or on such
                  later date as the Bank Regulatory Authority may permit (the
                  date of termination of this Agreement being the "Termination
                  Date"). Notwithstanding the termination of this Agreement on
                  the Termination Date, all of the provisions of the Amendment
                  (as provided in Section 19 thereof) and the following
                  provisions of this Agreement shall continue in effect after
                  the Termination Date: Section 4.5, Section 6.1, Article VII,
                  Article VIII (as amended in this Amendment) except for Section
                  8.5 which is terminated, Article XI, each other provision that
                  by its terms continues in effect after the expiration or
                  termination of this Agreement and each other provision of the
                  Agreement to the extent necessary to give full effect to the
                  provisions that survive termination of this Agreement as
                  provided herein."

         4. 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 Persons or incurred by Ace or any Ace
                           Indemnified Persons (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
                           Persons 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 Persons
                           if the Third-Party Claims arise out of one or more
                           Bank Loans made or services or products provided
                           under this Agreement solely from April 1, 2001 and
                           prior to November 1, 2002, 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) except as provided in Section 8.1(b) or
                           Section 8.1(c), the foregoing percentages of Ace
                           Losses to be indemnified by GNB shall apply
                           regardless of when any Third-Party


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<PAGE>


                           Claims are asserted or arise and regardless of when
                           the Ace Losses are suffered or incurred.
                           Notwithstanding the foregoing, GNB shall not be
                           required to indemnify Ace or any Ace Indemnified
                           Persons against, or hold Ace or any Ace Indemnified
                           Persons harmless from, any Ace Losses by reason of,
                           resulting from, or relating to any Third-Party Claims
                           (except any Third-Party Claims described in Section
                           8.1(b) or Section 8.1(c)) that are incurred on or
                           after November 1, 2002, regardless of the date that
                           the Bank Loan to which such Third-Party Claim relates
                           was made or the date the Third-Party Claim is
                           asserted or arises. (Stated in another way, GNB's
                           indemnification obligation under the terms of this
                           Section 8.1(a), subject to the exceptions provided in
                           Sections 8.1(b) and 8.1(c), shall be zero percent
                           (0%) of Ace Losses that are incurred on or after
                           November 1, 2002.)"

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

                  "(c)     All Ace Losses (i) 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, (ii) relating to the failure or alleged
                           failure of GNB to have, hold or maintain any or all
                           GNB Authorizations necessary to permit GNB to perform
                           its obligations under and in accordance with the
                           terms of this Agreement, and (iii) consisting of all
                           civil money penalties and similar amounts assessed
                           against GNB by the Bank Regulatory Authority and any
                           and all other fines or penalties imposed on GNB by
                           any other federal regulatory authority. For purposes
                           of this Section 8.1, an Ace Loss that results from
                           the incurrence by Ace of professional fees or related
                           expenses will be deemed to be "incurred" on the date
                           that the services were rendered or the related
                           expense was incurred, in each case regardless of the
                           date that an invoice covering such services or
                           expense was rendered. For the avoidance of doubt,
                           Section 8.1 does not apply to, and Ace shall continue
                           to be responsible for, and GNB shall not indemnify
                           Ace or any Ace Indemnified Persons with respect to,
                           (i) any credit losses incurred by Ace as a result of
                           its ownership of Bank Loans (or portions thereof) or
                           (ii) any civil money penalties or similar amounts
                           assessed against Ace by the Bank Regulatory Authority
                           and any and all other fines or penalties imposed on
                           Ace by any other regulatory authority. For the
                           avoidance of doubt, any finding or determination by a
                           court, regulatory authority, or arbitrator that GNB's
                           originating, renewing, denying or collecting Bank
                           Loans with Ace as its agent was in violation of 12
                           U.S.C. Section 24 or 12 U.S.C. Section 85, or
                           regulations issued pursuant thereto, shall not
                           constitute a failure by GNB to have, hold or maintain
                           any or all GNB Authorizations necessary to permit GNB
                           to perform its obligations as required under this
                           Agreement."


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<PAGE>

         6. 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 Persons or incurred by GNB or
                           any GNB Indemnified Persons (collectively, "GNB
                           Losses") by reason of, resulting from, or relating to
                           any Third-Party Claims asserted against GNB or any
                           GNB Indemnified Persons 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 Claim 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 Persons if the Third-Party Claims
                           arise out of one or more Bank Loans made or services
                           or products provided under this Agreement solely from
                           April 1, 2001 and prior to November 1, 2002, 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) except as provided in Section
                           8.2(b) or Section 8.2(c), the foregoing percentages
                           of GNB Losses to be indemnified by Ace shall apply
                           regardless of when any Third-Party Claims are
                           asserted or arise and regardless of when the GNB
                           Losses are suffered or incurred. In addition, Ace
                           shall indemnify GNB and any GNB Indemnified Persons
                           against, and hold GNB and any GNB Indemnified Persons
                           harmless from, one hundred percent (100%) of any GNB
                           Losses by reason of, resulting from, or relating to
                           any Third-Party Claims (except any Third-Party Claims
                           described in Section 8.2(b) or Section 8.2(c)) that
                           are incurred on or after November 1, 2002, regardless
                           of the date that the Bank Loan to which such
                           Third-Party Claim relates was made or the date such
                           Third-Party Claim is asserted or arises."

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

                  "(c)     All GNB Losses (i) 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, (ii) relating to the failure or alleged
                           failure of Ace to have, hold or maintain any or all
                           Ace Authorizations necessary to permit Ace to perform
                           its obligations under and in accordance with the
                           terms of this Agreement, (iii) consisting of all
                           civil money penalties and similar amounts assessed
                           against Ace by the Bank Regulatory Authority and any
                           and all other fines or penalties imposed on Ace by
                           any other regulatory


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<PAGE>


                           authority, and (iv) resulting from claims by Bank
                           Loan customers or applicants to the extent that such
                           GNB Losses are attributable to (x) GNB giving such
                           notices as may be required by the Bank Regulatory
                           Authority to Bank Loan customers or applicants to the
                           effect that their Bank Loan files may have been
                           destroyed or lost or cannot be located or (y) the
                           destruction or loss of, or the inability to locate
                           such files. For purposes of this Section 8.2(a), a
                           GNB Loss that results from the incurrence by GNB of
                           professional fees or related expenses will be deemed
                           to be "incurred" on the date that the services were
                           rendered or the related expense was incurred, in each
                           case regardless of the date that an invoice covering
                           such services or expense was rendered. For the
                           avoidance of doubt, this Section 8.2 does not apply
                           to, and GNB shall continue to be responsible for, and
                           Ace shall not indemnify GNB or any GNB Indemnified
                           Parties with respect to, (i) any credit losses
                           incurred by GNB as a result of its ownership of Bank
                           Loans (or portions thereof), or (ii) any civil money
                           penalties or similar amounts assessed against GNB by
                           the Bank Regulatory Authority and any and all other
                           fines or penalties imposed on GNB by any other
                           federal regulatory authority."

         8. The following subsection (d) is added to Section 8.3:

                  "(d)     Each Party obligated to provide indemnity hereunder
                           shall promptly discharge its obligations in that
                           regard including, without limitation, the prompt
                           payment or reimbursement of all attorneys' fees and
                           expenses, and the prompt payment of all fines,
                           penalties and judgments, unless such fine, penalty or
                           judgment is appealed and all necessary appeal bonds
                           have been posted."

         9. GNB will, at its expense, give such notice(s) as may be required by
the Bank Regulatory Authority to Bank Loan customers or applicants to the effect
that their Bank Loan files may have been lost or cannot be located. GNB will
deliver to Ace, at least three days before any such notice is sent, a copy of
the form of such notice.

         10. (a) After the Termination Date, each Party shall allow the other
Party access to the database of information regarding Bank Loans and/or the
payment history of Bank Loans, as applicable, maintained by such Party (pursuant
to Section 5.1(a) of the Agreement with respect to Ace and pursuant to Section
5.1(b) of the Agreement with respect to GNB) and shall coordinate with the other
Party regarding access to or the use of any software and hardware necessary to
access such database. If a Party wants physical (as opposed to electronic)
access to the other Party's database pursuant hereto, it must request such
access by giving at least 15 days' prior Notice to the other Party. Any such
access shall be only during the regular business hours of the other Party, or at
such time to which the other Party may consent, and without any unreasonable
disruption of the other Party's business operations, and only to the full extent
permitted by applicable law. Neither Party shall impose any cost upon the other
in connection with access to the physical records or database. Ace shall
cooperate in all reasonable respects with GNB to permit it to carry out any Bank
Loan file audit required of GNB by the Bank


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<PAGE>


Regulatory Authority, and Ace shall bear the expenses Ace incurs in connection
therewith. GNB may request, by at least 15 days' Notice to Ace, that Ace prepare
and send to GNB, at GNB's expense, a print out of Ace's database of information
regarding Bank Loans and/or the payment history of Bank Loans. Ace will comply
with that request as soon as reasonably practicable (taking into account the
scope of the requested material).

                  (b) After the Termination Date, 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. The cost of such inspection shall be paid by the inspecting
Party.

         11. After the Termination Date, Ace may continue to use Confidential
Information of GNB to the extent reasonably necessary in its efforts to collect
Bank Loans.

         12. At the request of GNB, Ace will deliver to GNB all completed
applications for and other documentation signed by Borrowers relating to Bank
Loans, all account authorization documents and all other documents relating to
Bank Loans (other than documents used in its Bank Loan collection activities and
files, if any, which are not in the possession or control of Ace or its
affiliates). GNB shall pay the cost of each such delivery (except for deliveries
of any Bank Loan files required for GNB to conduct the Bank Loan file audits
required of GNB by the Bank Regulatory Authority, the cost of which deliveries
shall be paid by Ace). With respect to each such document delivered to GNB by
Ace, GNB shall maintain such document through the date that all applicable
statutes of limitations have run with respect to the Bank Loan to which such
document relates and, to the full extent permitted by applicable law, shall
allow Ace access to such document from time to time as reasonably requested by
Ace. GNB shall have the right to return each such document to Ace for retention
by Ace, provided that GNB shall pay the cost of the return delivery of each such
document to Ace. To the extent that Ace retains any such document, Ace shall
maintain such document through the date that all applicable statutes of
limitations have run with respect to the Bank Loan to which such document
relates and shall allow GNB access to such document from time to time as
reasonably requested by GNB. To the extent that either GNB or Ace retains any
such document after the date that all applicable statutes of limitations
relating to the Bank Loan to which such document relates the party holding such
document shall be entitled to destroy such document, at any time after 30 days
after it gives the other party written notice of its intent to destroy such
documents, unless the party receiving such notice requests in writing that such
documents be delivered to it. Neither Party shall impose any cost upon the other
in connection with access to the documents relating to Bank Loans. Ace shall
cooperate in all reasonable respects with GNB to permit it to carry out any Bank
Loan file audit required of GNB by the Bank Regulatory Authority, and Ace shall
bear the expenses Ace incurs in connection therewith.

         13. All Bank Loan Operating Manuals in the possession of Ace shall,
pursuant to Section 7.7 of the Agreement, be returned to GNB promptly after the
Termination Date if theretofore requested by GNB. To the extent GNB does not
request the return to it of Bank Loan Operating Manuals by the Termination Date,
Ace shall be entitled to destroy any Bank Loan Operating Manuals in its
possession.


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         14. Promptly following the Termination Date, GNB hereby authorizes Ace
to destroy all blank loan and account applications containing GNB's name, and
all Card inventory and all PIN numbers, in Ace's possession.

         15. Promptly after the Termination Date, and in any event within 15
business days after receipt of an invoice therefor, (i) Ace shall pay to GNB all
unpaid Loan Participation Processing Fees described in Exhibit E to the
Agreement, (ii) GNB will pay to Ace the portion of the ATM charges received by
GNB described in Exhibit E to the Agreement and (iii) either Party will pay to
the other the amount, if any, necessary to cause all expenses of lobbying and
related activities accrued but unpaid as of November 1, 2002 to be shared by the
Parties in accordance with Sections 3.2(i) and 3.4(k) of the Agreement.

         16. All documents, files and records relating to Ace's Bank Loan
collection activities, and all intellectual property of Ace relating thereto,
shall remain the property of Ace following the Termination Date, but shall be
accessible by GNB in accordance with the provisions of this Amendment.

         17. Ace will pay GNB, not later than ten (10) days after an invoice
from GNB therefor (which invoice may not precede the Termination Date), the sum
of $10,000 in cash for the transfer of the Credit Software as of the day after
the Termination Date. GNB acknowledges and agrees that, upon such payment, Ace
shall not owe any amount to GNB for Ace's use of the Credit Software, whether
before or after the Termination Date, with respect to any loan other than a Bank
Loan.

         18. Each Party shall be responsible for the expenses it incurs in
entering into this Amendment and, except as specifically provided for in this
Amendment, the expenses it incurs in implementing the terms of this Amendment.

         19. All of the provisions of this Amendment shall survive and continue
in effect after the Termination Date.

         20. GNB hereby withdraws its letter dated May 9, 2002 to Ace indicating
its intent under Section 1.2 of the Agreement to modify the terms of the Bank
Loans to comply with the laws of each state in which GNB currently offers Bank
Loans.

         21. GNB will continue to participate in all current litigation relating
to or arising out of the activities of Ace pursuant to the Agreement and will
not unreasonably withhold GNB's participation in future litigation relating to
or arising out of the activities of Ace pursuant to the Agreement, as requested
by Ace. Ace agrees, pursuant to its indemnification obligation contained in
Section 8.2 of the Agreement, to reimburse GNB for any reasonable out-of-pocket
expenses (including travel and lodging, but not including the compensation of
any GNB employees) incurred as a result of this participation.


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<PAGE>


         22. GNB will, as of the day after the Termination Date,

                  (i) cause its parent company, Community West Bancshares, Inc.
         ("CWB"), to transfer 100% of its ownership interest in ePacific
         Incorporated, a Delaware corporation ("ePacific"), which consists of
         300,000 shares of common stock of ePacific, and all rights related
         thereto (the "Shares"), free and clear of all liens and other
         encumbrances (except for obligations under the ePacific Incorporated
         Stockholders Agreement dated March 30, 2000 (the "ePacific
         Agreement")), to Ace; and

                  (ii) transfer to Ace, free and clear of all liens and other
         encumbrances, all of GNB's right, title and interest in all of the
         Credit Software, all developments and improvements thereof in process,
         and all related goodwill, all "as is" without any representation or
         warranty, including (without limitation) any warranty of fitness for a
         particular purpose.

         The transfer of the Credit Software will be in consideration of (even
if not simultaneous with) the payment from Ace to GNB described in Section 17 of
this Amendment.

         Each of GNB and ACE agrees to use, and GNB agrees to cause CWB to use,
its commercially reasonable best efforts, at its own expense, to give the
notices and follow the other procedures, or to obtain a waiver of those notices
and other procedures, required under the ePacific Agreement, as a condition to
CWB's transfer of the Shares to Ace. The transfer of the Shares will be in
exchange for the payment from Ace to CWB of $0.05 per Share which shall be paid
contemporaneously with CWB's tender of the Shares to Ace. Ace acknowledges that
should the other stockholders of ePacific exercise their "co-sale" rights under
the ePacific Agreement, that may frustrate the intent of the Parties by
preventing CWB from selling all of the Shares to Ace. However, any failure by
CWB to sell all the Shares to Ace because of the exercise of co-sale rights
under the ePacific Agreement, so long as Ace receives a total of 300,000 shares
of common stock of ePacific against the payment of $0.05 per share, shall not
constitute a breach or default of GNB of this Amendment or the Agreement. The
number of shares of ePacific and the price per share shall be adjusted as
necessary to reflect any stock split, reverse stock split, or other
recapitalization of ePacific common stock after the date of this Amendment.
Further, if CWB becomes unable to sell or transfer the Shares to Ace under this
Section 22 because of actions taken by ePacific or any of its stockholders
(other than Ace), notwithstanding GNB's and CWB's commercially reasonable best
efforts to effect that sale and transfer, CWB's inability shall not be deemed an
excuse for Ace not to perform its indemnification obligations to GNB and any GNB
Indemnified Persons under Section 8 of the Agreement. Should ePacific or any of
its stockholders (other than Ace) commence legal action against CWB and/or GNB
to prevent or prohibit the sale and transfer of the Shares to Ace hereunder, Ace
and GNB agree that the expenditure by GNB and CWB, in the aggregate, of up to
$5,000 in legal fees and other expenses in connection with defending any such
action shall constitute GNB's and CWB's commercially reasonable best efforts for
purposes of this paragraph.


                                       8
<PAGE>


         23. Promptly after the Termination Date, Ace will remove from all of
its Locations all advertising and/or other materials containing GNB Marks
related to Bank Loans.

         24. The Parties agree to take all further actions necessary on or prior
to the Termination Date to amend all other agreements between them regarding the
Agreement to reflect the fact that from and after the Termination Date, GNB will
not originate or renew any Bank Loans and Ace will not act as GNB's agent to
originate or renew any Bank Loans, but will continue to service and collect all
Bank Loans theretofore originated or renewed.

         25. 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.

         26. 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/ LYNDA NAHRA
                                       --------------------
                                       Lynda Nahra
                                       President and Chief Executive Officer



                                 ACE CASH EXPRESS, INC.


                                 By:   /s/ JAY B. SHIPOWITZ
                                       -----------------------------
                                       Jay B. Shipowitz
                                       President and Chief Operating Officer


                                       9
<PAGE>

                                                                EXHIBIT 10.3 (b)

                              AMENDMENT NUMBER 1 TO
                         COLLECTION SERVICING AGREEMENT


This Amendment Number 1 to Collection Servicing Agreement (this "Amendment") is
made as of this 1st day of November, 2002, by and 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"), with regard to
the following:

         A.       The Lender and the Servicer 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, and Amendment Number 2 to
                  Master Loan Agency Agreement dated June 30, 2001 (as so
                  amended, the "Master Agreement"), and contemporaneously with
                  the execution of this Amendment, they are amending the Master
                  Agreement by that certain Amendment Number 3 to Master Loan
                  Agency Agreement of even date herewith.

         B.       The Lender and the Servicer entered into that certain
                  Collection Servicing Agreement dated August 11, 1999 (the
                  "Servicing Agreement").

         C.       Section 10.1 of the Servicing Agreement permits the Lender and
                  the Servicer to amend the Servicing Agreement by a writing
                  signed by them.

         D.       The Lender and the Servicer wish to amend the Servicing
                  Agreement to provide for a more extended effectiveness of the
                  Servicing Agreement, as amended, after the expiration or
                  termination of the Master Agreement, as amended, and to
                  clarify the obligation of the Servicer to apply amounts
                  received on any Loan after the expiration or termination of
                  the Master Agreement, as amended.

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

1.       The fourth sentence of Section 2.1 of the Servicing Agreement is
         amended to read as follows:

                  "This Agreement shall survive the expiration or termination of
                  the Master Agreement until no further Loans made by the
                  Lender, as contemplated by the Master Agreement, remain
                  outstanding or unpaid; however, Servicer shall remain liable
                  thereafter for its own negligence or willful misconduct, and
                  that of its subcontractors, delegates, agents and
                  representatives, if any, to the extent provided by the terms
                  of this Agreement."

2.       The last sentence of Section 5.1 of the Servicing Agreement is hereby
         amended to read as follows:



<PAGE>


                  "The Servicer, acting on behalf of the Lender, shall apply all
                  such money as provided in the Master Agreement or, if the
                  Master Agreement has expired or been terminated, as provided
                  under the terms of the Master Agreement in effect immediately
                  preceding that expiration or termination, except as the Lender
                  and the Servicer may otherwise agree."

3.       Section 10.3 of the Servicing Agreement is hereby amended to substitute
         "Suite 600" for "Suite 800," and "President and Chief Operating
         Officer" for "Chief Financial Officer," in the address for any notice,
         demand, certificate, request, or other communication to the Servicer.

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

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

6.       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 as one and the same document.

IN WITNESS WHEREOF, the Lender and the Servicer have caused this Amendment to be
duly executed by their respective officers as of the date set forth in the first
paragraph hereof.

                                          GOLETA NATIONAL BANK


                                          By:  /s/ LYNDA NAHRA
                                             ---------------------------


                                          ACE CASH EXPRESS, INC.


                                          By:   /s/ JAY B. SHIPOWITZ
                                             ---------------------------


                                       2

</TEXT>
</DOCUMENT>
