EMPLOYMENT AGREEMENT

      This Employment Agreement ("Agreement"), dated to be effective as of July
1, 2004 (the "Effective Date"), is between Ace Cash Express, Inc., a Texas
corporation (the "Company"), and Donald H. Neustadt, an individual resident of
the State of Texas ("Neustadt"). The Company and Neustadt are hereinafter
referred to as the "Parties."

      WHEREAS, the Company believes that, although Neustadt has ceased to be the
Company's Chief Executive Officer, its continued employment of Neustadt (without
lapse) for a year would be beneficial to the Company; and

      WHEREAS, Neustadt desires to continue his employment with the Company
(without lapse) for an additional year;

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

      1.    Employment Relationship: The Company hereby employs Neustadt and
            Neustadt hereby accepts such employment, under this Agreement. The
            Parties' employment relationship begins on the Effective Date and
            will continue until 11:59 p.m. (Dallas, Texas time) on June 30, 2005
            (the "Expiration Date"), or until the earlier termination thereof
            under paragraph 5 below. If the employment relationship hereunder
            continues until the Expiration Date without any termination under
            paragraph 5 below, each of the Parties will sign and deliver to the
            other, on the Expiration Date:

      (a)   An Employment Separation Agreement in substantially the form of
            Exhibit A hereto; and

      (b)   A Consulting Agreement in substantially the form of Exhibit B
            hereto.

      2.    Employment Duties: Neustadt shall devote substantially all of his
            business time, attention, and efforts to the performance of his
            duties for the Company, subject to the supervision and direction of
            the Chief Executive Officer of the Company (the "CEO"). Those duties
            shall generally be of a kind normally performed by an executive of a
            business enterprise and shall include, as requested or directed by
            the CEO:

      (a)   Evaluation of the Company's risk-management systems and controls;
            and

      (b)   Analysis of the Company's operating systems and controls.

All services rendered by Neustadt hereunder shall be performed to the best of
his ability and in furtherance of the welfare and development of the Company.

      3.    Restrictive Covenants: Neustadt acknowledges and agrees that:

                                        1

<PAGE>

      (a)   He has signed and become obligated under a Nondisclosure,
            Noncompetition, Nonsolicitation, and Noninterference Agreement with
            the Company dated as of November 17, 2003 (the "Restrictive Covenant
            Agreement");

      (b)   The Restrictive Covenant Agreement is effective on the Effective
            Date and is binding on him in accordance with its terms;

      (c)   The current effectiveness of the Restrictive Covenant Agreement is a
            condition to the Company's entering into this Agreement;

      (d)   Unless otherwise agreed by the Parties, the Restrictive Covenant
            Agreement shall remain in effect and shall be binding on him in
            accordance with its terms during the employment relationship and
            after termination of the employment relationship to the extent
            provided by the Restrictive Covenant Agreement; and

      (e)   The Restrictive Covenant Agreement is incorporated herein by
            reference as though fully stated herein.

      4.    Compensation: During the employment relationship, for all of
Neustadt's services and obligations under this Agreement (including his
continued performance of his obligations under the Restrictive Covenant
Agreement), the Company shall pay or provide Neustadt, and Neustadt shall accept
as compensation hereunder, the following:

      (a)   The Company shall pay Neustadt salary at an annual rate of $284,000,
            payable every second week in accordance with the Company's normal
            payroll procedures.

      (b)   The Company shall reimburse Neustadt his reasonable out-of-pocket
            expenses incurred in rendering services under this Agreement, in
            accordance with the Company's reimbursement policies and procedures
            in effect at the time.

      (c)   The Company shall provide Neustadt the opportunity for him and his
            Dependents (as defined below) to participate in the Benefit Plans
            (as defined below) during the employment relationship. "Dependents"
            means those members of Neustadt's family that he identifies as his
            dependents for participation in or coverage under the Benefit Plans,
            and "Benefit Plans" means the health, dental, and similar benefit
            plans, programs, and arrangements available generally to the
            Company's executive employees that the Company maintains during the
            employment relationship. The participation of Neustadt and his
            Dependents in any or all of the Benefit Plans will be subject to the
            respective terms of the Benefit Plans, including the satisfaction of
            all applicable eligibility requirements and vesting provisions.
            Neustadt agrees that the Company shall have no obligation to
            continue any or all of the Benefit Plans. The Company has provided
            to Neustadt, and Neustadt hereby acknowledges receipt of, correct
            and complete written plan materials distributed to participants or
            prospective participants in the Benefit Plans effective on the
            Effective Date.

                                       2

<PAGE>

      (d)   Executive will be entitled to paid vacation, in accordance with the
            Company's vacation policies, practices, and procedures, of up to
            five weeks during the employment relationship.

The Company will be entitled to deduct from any compensation or other amount
paid or payable to Neustadt under this Agreement any and all social security
(FICA) taxes and other federal, state, local, or other taxes or governmental
charges that may be necessary or appropriate. Nothing in this Agreement shall
modify, enhance, or impair any of the agreements between the Parties entered
into and still in effect under the Company's 1997 Stock Incentive Plan, as
amended, or any of the Parties' respective rights and obligations thereunder.

      5.    Termination of Employment Relationship:

      (a)   The Company may, upon written notice to Neustadt, terminate the
            employment relationship before the Expiration Date upon the
            Company's determination that (i) Neustadt has refused or willfully
            and intentionally failed to render or perform his duties hereunder
            to the Company or has otherwise breached this Agreement to any
            material extent, and if such refusal, failure, or breach is curable
            or remediable, such refusal, failure, or breach continues without
            cure or remedy after thirty (30) days' notice to Neustadt by the
            Company, (ii) Neustadt misappropriates or improperly diverts any
            funds or other asset of the Company or any opportunity of the
            Company to or for himself or any other person or entity, (iii)
            Neustadt commits any felony or other crime that adversely affects,
            or would (in the Company's judgment) be likely to adversely affect,
            the Company's business or reputation or the utility of Neustadt's
            services to the Company, or (iv) Neustadt is unable to continue to
            perform his duties hereunder because of any physical or mental
            injury, illness, or disability that extends for at least three
            consecutive months. The employment relationship under this Agreement
            shall also terminate (without the need for any notice) upon
            Neustadt's death.

      (b)   Neustadt may, upon written notice to the Company, terminate the
            employment relationship before the Expiration Date upon any failure
            by the Company to make any of the payments or provide any of the
            benefits described in paragraph 4 above that continues, without cure
            or remedy, after ten business days' notice of failure to the Company
            by Neustadt.

      (c)   Upon a termination of the employment relationship before the
            Expiration Date ("Termination"), Neustadt  shall be
            entitled to all amounts payable and benefits to be provided to him
            under paragraph 4 above through the date on which the Termination is
            effective. If the Termination occurs under any of clauses (i), (ii),
            and (iii) of paragraph 5(a) above, then except for such amounts, the
            Company shall have no further obligation to pay any amount or
            provide any other benefit under this Agreement. If the Termination
            occurs under clause (iv) or the last sentence of paragraph 5(a)
            above or under paragraph 5(b) above, then the Company shall pay, in
            addition to such amounts, the Severance described (and as defined)
            in paragraph 5(d) below (subject to the conditions set forth
            therein).

                                       3

<PAGE>

            Upon a Termination, the Parties will not enter into any consulting
            relationship as described in the form of Consulting Agreement that
            is Exhibit B hereto.

      (d)   Upon a Termination described in the third sentence of paragraph 5(c)
            above, the Company shall pay Neustadt, if and so long as he complies
            with the Severance Conditions (as defined below), "Severance"
            consisting of 72 consecutive monthly installments of $19,125.00
            each, on or before the first day of each calendar month, beginning
            on the first day of the calendar month next following the date on
            which the Termination is effective (or, if the Termination is
            effective on the first day of a calendar month, then on that day).
            The Company shall pay the Severance by checks drawn on one or more
            accounts of the Company. The Company shall have no obligation to
            pay, or to continue to pay, any of the Severance, however, unless
            Neustadt (i) continues to comply with his covenants and obligations
            under the General Release and Covenant Not to Sue between the
            Parties dated June 30, 2004 (the "Release"), (ii) signs and delivers
            to the Company, and continues to comply with, an Employment
            Separation Agreement in substantially the form of Exhibit A, and
            (iii) continues to perform or comply with the post-employment
            covenants and obligations under the Restrictive Covenant Agreement
            for the entire 72 months during which the Severance is payable (the
            "Severance Conditions"). For this purpose, the Parties shall deem
            the Restrictive Covenant Agreement to be amended to extend the
            post-employment covenants and obligations of Neustadt through that
            72-month period. In addition, if Neustadt violates any of the
            Severance Conditions, he shall repay the Company an amount equal to
            that portion of any Severance paid to him attributable to the period
            after any such violation. At any time on or after the Company begins
            to pay the Severance, the Company may make a lump-sum payment of all
            remaining amounts of Severance to Neustadt.

      (e)   The respective rights and obligations of the Parties under this
            Agreement shall survive the expiration or termination of the
            employment relationship to the extent necessary to give full effect
            to those rights and obligations. A Party's exercise of its or his
            right to terminate the employment relationship shall not be that
            Party's exclusive right or remedy in the event of the other Party's
            failure to perform or breach of its obligations under this
            Agreement.

      (f)   Upon Neustadt's death, any amount that may be due to him under this
            Agreement shall be paid to his administrators, heirs, legatees, or
            personal representatives, as may be appropriate.

      6.    Assignment: This Agreement is personal to Neustadt, and he may not
assign or delegate any of his rights or obligations hereunder without the
Company's prior written consent. The Company may assign or delegate its rights
and obligations hereunder to any successor or successors to all or substantially
all of the business and assets of the Company or to any entity that controls, is
controlled by, or is under common control with the Company so long as that
entity is capable of performing the obligations of the Company under this
Agreement. Subject to the foregoing, the rights and obligations under this
Agreement shall inure to the benefit of, and shall be binding upon, the heirs,
legatees, successors, representatives, and permitted assigns of

                                       4

<PAGE>

the respective Parties. None of the Dependants shall be a third-party
beneficiary of, or entitled to enforce any obligations under, this Agreement.

      7. Severability and Reformation: The Parties intend all provisions of this
Agreement to be enforced to the fullest extent permitted by law. If, however,
any provision of this Agreement is held to be illegal, invalid, or unenforceable
under any present or future law, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision were never a part hereof; this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
were never a part hereof; the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance; and, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added as a part of
this Agreement a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

      8. Notices: Any notice or other communication to be given under this
Agreement by one Party to the other must be in writing and must be (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid with return receipt requested, (c) delivered by a reputable courier
service, or (d) transmitted by facsimile, in any event to the address or
facsimile number set forth below (or to such other address or facsimile number
as may have been designated by either or both of the Parties from time to time
in accordance with this paragraph 9):

        If to the Company:                 Ace Cash Express, Inc.
                                           1231 Greenway Drive
                                           Suite 600
                                           Irving, Texas  75038
                                           Attention: Chief Executive Officer
                                           Facsimile Number: (972) 582-1430

        If to Neustadt:                    Mr. Donald H. Neustadt
                                           819 Independence Parkway
                                           Southlake, Texas  75092
                                           Facsimile Number: (817) 421-7801

Any notice or other communication delivered personally or by courier service
shall be deemed given and received as of actual receipt. Any notice or other
communication mailed as described above shall be deemed given and received three
business days after mailing or upon actual receipt, whichever is earlier. Any
notice or other communication transmitted by facsimile shall be deemed given and
received upon receipt of the transmission confirmation by the sender.

      9. Amendments and Waivers: No amendment or modification of this Agreement
will be valid or binding upon the Parties unless it is in writing and signed by
both of the Parties. No waiver of any term or condition of this Agreement, or of
any performance or nonperformance of this Agreement, shall be binding unless the
waiver is in writing and signed by the Party

                                       5

<PAGE>

against which the waiver is to be enforced. Any waiver of any breach of any
provision of this Agreement will not operate or be construed as a waiver of any
other or any subsequent breach.

      10. Certain Defined Terms: As used in this Agreement, (a) "include" and
"including" do not denote or imply any limitation, (b) "business day" means any
Monday through Friday other than any such day on which the executive offices of
the Company are closed, and (c) "herein," "hereof," "hereunder," and similar
terms are references to this Agreement as a whole and not to any particular
provision of this Agreement.

      11. Governing Law and Venue: This Agreement shall be governed by, enforced
under, and construed in accordance with the laws of the State of Texas, except
only to the extent preempted by federal law. Venue for any action or proceeding
relating to this Agreement or the consulting relationship hereunder shall lie
exclusively in courts in Dallas County, Texas.

      12. Entire Agreement. This Agreement, with Exhibits A and B hereto (which
are integral parts of this Agreement) and with the other agreements or documents
referred to herein, contains the entire agreement of the Parties as to the
subject matter hereof and supersedes all prior agreements and understandings,
whether oral or written, between the Parties with respect to the subject matter
hereof. Without limiting the generality of the preceding sentence, this
Agreement supersedes the currently effective Change-in-Control Executive
Severance Agreement between the Parties, which is hereby terminated. This
Agreement does not, however, affect or supersede the Release or any agreement
between the Parties under any applicable stock incentive plan of the Company.

 EXECUTED this 23 day of August , 2004.

                               /s/ DONALD H. NEUSTADT
                               ---------------------------------
                               DONALD H. NEUSTADT

                               ACE CASH EXPRESS, INC.

                               By: /s/ JAY B. SHIPOWITZ
                                   ----------------------
                                   Jay B. Shipowitz, Chief Executive
                                   Officer

                                       6

<PAGE>

                        Exhibit A to Employment Agreement

                         EMPLOYMENT SEPARATION AGREEMENT

      This Employment Separation Agreement ("Agreement"), dated as of June 30,
2005, is between Ace Cash Express, Inc., a Texas corporation (the "Company"),
and Donald H. Neustadt, an individual resident of the State of Texas
("Neustadt"). The Company and Neustadt are hereinafter collectively referred to
as the "Parties."

      WHEREAS, Neustadt has been previously employed by the Company under an
Employment Agreement dated as of July 1, 2004 (the "Employment Agreement");

      WHEREAS, Neustadt is ceasing his employment with the Company under the
Employment Agreement on the date of this Agreement (the "Separation Date");

      WHEREAS, the Parties desire to settle fully and finally, in the manner set
forth herein, all differences between them which have arisen, or which may
arise, prior to, or at the time of, the execution of this Agreement, including
(without limitation) any and all claims and controversies arising out of the
Employment Agreement, the employment relationship between the Parties, and the
cessation thereof;

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

      13.   Cessation of Employment. On the Separation Date, Neustadt resigns
from, and ceases, his employment with the Company. The preceding sentence shall
not, however, affect Neustadt's continuing service as a director of the Company.

      14.   General Releases and Covenants Not to Sue:

      (a)   Neustadt, for himself and on behalf of his agents,
            attorneys-in-fact, heirs, assigns, successors, executors, and
            administrators, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS
            AND FOREVER DISCHARGES the Company and its current and former
            parent, subsidiary, affiliated, and related corporations, firms,
            associations, partnerships, and other entities (including, without
            limitation, the Subsidiaries), their successors and assigns, and the
            current and former owners, shareholders, directors, officers,
            partners, managers, members, employees, agents, attorneys,
            representatives, and insurers of such corporations, firms,
            associations, partnerships, and entitles, and their guardians,
            successors, assigns, heirs, executors, and administrators
            (collectively, "Company Releasees") from any and all claims,
            liabilities,

                                       7

<PAGE>


            obligations, agreements, damages, causes of action, costs, losses,
            and attorneys' fees and expenses whatsoever, whether known or
            unknown, whether or not connected with or related to the Employment
            Agreement, Neustadt's employment by the Company, or the cessation of
            that employment, including (without limitation) any dispute, claim,
            charge, or cause of action arising under TITLE VII OF THE CIVIL
            RIGHTS ACT OF 1964, as amended, 42 U.S.C. Section 2000e, et seq.,
            the AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. Section
            12101, et seq., the TEXAS COMMISSION ON HUMAN RIGHTS ACT, Tex. Labor
            Code Section 21.001, et seq., the AGE DISCRIMINATION IN EMPLOYMENT
            ACT OF 1967, as amended, 29 U.S.C. Section 621 et seq., the EMPLOYEE
            RETIREMENT INCOME SECURITY ACT OF 1974, as amended, 29 U.S.C.
            Section 1001, et seq., and any other municipal, local, state, or
            federal law, common or statutory, which may have arisen, or which
            may arise, prior to or at the time of the execution of this
            Agreement.

      (b)   The Company, for itself and on behalf of its agents,
            attorneys-in-fact, assigns, and successors and the Subsidiaries and
            their respective agents, attorneys-in-fact, assigns, and successors,
            IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER
            DISCHARGES Neustadt and his agents, attorneys-in-fact, guardians,
            successors, assigns, heirs, executors, and administrators
            (collectively, "Neustadt Releasees") from any and all claims,
            liabilities, obligations, agreements, causes of action, costs,
            losses, damages, and attorneys' fees and expenses whatsoever,
            whether known or unknown, connected with or related to the
            Employment Agreement, Neustadt's employment by the Company or the
            cessation of that employment which may have arisen, or which may
            arise, prior to or at the time of the execution of this Agreement;
            excluding from the foregoing release, however, any claim that the
            Company may hereafter have arising from or relating to any
            third-party claims made against the Company because of any actions
            taken by Neustadt, or any commitments or representations made by
            Neustadt, that violated any of Neustadt's fiduciary obligations to
            the Company.

      (c)   Each of the Parties acknowledges and agrees that it or he is
            expressly releasing all claims known and suspected as well as all
            those unknown or not suspected and that its or his release includes
            and contemplates the extinguishment of all claims under any and all
            applicable laws.

      (d)   Neustadt also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY
            ACTION OR CLASS ACTION against, any of the Company Releasees based
            upon any of the claims released in paragraph 35(a) above.

      (e)   The Company also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN
            ACTION OR CLASS ACTION against, any of the Neustadt Releasees based
            upon any of the claims released in paragraph 2(b) above.

      15.   Revocation: Neustadt may revoke this Agreement by written notice to
the Company within seven days after his execution hereof (the "Revocation
Period"). Neustadt agrees that he will not receive the payments and benefits
provided by this Agreement if he

                                       8

<PAGE>

revokes this Agreement. Neustadt also acknowledges and agrees that if written
notice of revocation of this Agreement has not been received by the Company
before the expiration of the Revocation Period, he will have forever waived his
right to revoke this Agreement, and this Agreement shall thereupon and
thereafter be enforceable.

      16.   Non-Admission: Neustadt acknowledges and agrees that by entering
into this Agreement, the Company does not admit, but specifically denies, any
violation of any local, state, or federal law.

      17.   Return of Company Property: Neustadt agrees that he shall return all
property belonging to the Company or any of the Subsidiaries in his possession,
custody, or control on, or as soon as practicable after, the Separation Date.

      18.   Mutual Non-Disparagement: Neustadt, solely on behalf of himself and
his attorneys, and the Company, solely on behalf of its officers, directors,
partners, managers, members, employees, agents, and attorneys who are managing
agents with actual authority to speak for the Company, with regard to Neustadt
and his employment with the Company and his service to the Subsidiaries,
expressly acknowledge, agree, and covenant that they will not make any
statements, comments, or communications that could constitute disparagement of
one another or that may be considered to be derogatory or detrimental to the
good name or business reputation of one another; provided, however, that the
terms of this paragraph shall not apply to communications between Neustadt and
his spouse, mental health professional, clergy, or attorneys, or between the
Company and its advisors and attorneys, to the extent (in any such case) that
such communications are subject to a claim of privilege existing under common
law, statute, or rule of procedure. Where applicable, this mutual
non-disparagement covenant applies to any public or private statements,
comments, or communications in any form, whether oral, written, or electronic.
The Parties further agree that they will not in any way solicit any such
statements, comments, or communications.

      19.   Payments and Benefits to Neustadt: In consideration for all of
Neustadt's covenants herein:

      (a)   The Company shall pay Neustadt, upon expiration of the Revocation
            Period (if this Agreement has not been revoked by Neustadt), $1,000.
            Such amount shall be paid by check drawn on an account of the
            Company.

      (b)   The Company shall provide Neustadt, as a former officer of the
            Company and a former officer and director of certain of the
            Subsidiaries, rights to indemnification under the applicable
            corporate documents of the Company and the Subsidiaries and coverage
            under any directors' and officers' insurance policy maintained by
            the Company for itself and the Subsidiaries.

      (c)   The Company shall accelerate, upon the expiration of the Revocation
            Period, the vesting of all outstanding and unvested options to
            purchase shares of the Company's Common Stock granted to Neustadt
            under the Company's applicable stock incentive plans and held by him
            as of the Separation Date. The Company shall also release, upon
            expiration of the Revocation Period, the forfeiture

                                       9

<PAGE>

      restrictions on all shares of Common Stock granted to Neustadt as
      restricted stock under the Company's applicable stock incentive plan and
      held by him as of the Separation Date. Each existing option agreement and
      restricted stock agreement between the Company and Neustadt regarding
      those outstanding options or shares of restricted stock, as applicable,
      shall be deemed amended by the preceding sentence.

(d)   The Company shall afford Neustadt three months after the Separation Date
      to exercise his vested options to purchase shares of the Company's Common
      Stock under the Company's applicable stock incentive plans. The Company
      shall cooperate with Neustadt in the exercise of those options that he
      chooses to exercise (in accordance with the terms of the documents
      governing those options).

      20. Tax Consequences of Payments: The Parties acknowledge and agree that
the Company shall not withhold taxes or FICA from any of the payments and
benefits described in paragraph 7 above and shall only report those proceeds as
income as required by law. Neustadt, in consultation with his tax advisor, shall
determine issues respecting the tax consequences of these payments. Neustadt
agrees to indemnify the Company against, and hold the Company harmless from
taxes, if any, and any penalties and interest assessed against the Company
resulting from the Parties' tax treatment of the payments and benefits described
in paragraph 7 above.

      21. No Effect on Other Agreements. This Agreement does not affect or
supersede (a) the General Release and Covenant Not to Sue between the Parties
dated as of June 30, 2004, which shall continue to be effective, or (b) any of
the Parties' respective post-employment covenants or obligations expressed or
referred to in the Employment Agreement, which shall continue to be effective.

      22. Governing Law and Venue: This Agreement shall be governed by, enforced
under, and construed in accordance with the laws of the State of Texas, except
only to the extent preempted by federal law. Venue for any action or proceeding
relating to this Agreement or the consulting relationship hereunder shall lie
exclusively in courts in Dallas County, Texas.

      23. Statement of Understanding: By executing this Agreement, Neustadt
acknowledges that (a) he has had at least 21 days to consider the terms of this
Agreement and has considered its terms for that period of time or has knowingly
and voluntarily waived his right to do so; (b) he has consulted with, or has had
sufficient opportunity to consult with, an attorney of his own choosing
regarding the terms of this Agreement; (c) he has read this Agreement and fully
understands its terms and their import; (d) except as provided by this
Agreement, he has no contractual right or claim to the benefits described
herein; (e) the consideration provided for herein is good and valuable; and (f)
HE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY, OF HIS OWN FREE WILL, AND
WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OF ANY KIND OR
TYPE WHATSOEVER.

                            [Signature Page Follows]

                                       10

<PAGE>

EXECUTED in Irving, Texas, this 30th day of June, 2005.

                                        ________________________________________
                                        DONALD H. NEUSTADT

EXECUTED in Irving, Texas, this 30th day of June, 2005.

                                        ACE CASH EXPRESS, INC.

                                        By:_____________________________________
<PAGE>

                        Exhibit B to Employment Agreement

                              CONSULTING AGREEMENT

      This Consulting Agreement ("Agreement"), dated to be effective as of July
1, 2005 (the "Effective Date"), is between Ace Cash Express, Inc., a Texas
corporation (the "Company"), and Donald H. Neustadt, an individual resident of
the State of Texas ("Neustadt"). The Company and Neustadt are hereinafter
referred to as the "Parties."

      WHEREAS, the Company wishes to obtain Neustadt's services as a consultant,
upon the Company's request, regarding various aspects of the Company's business
with which Neustadt is familiar as a result of his previous long-term employment
with the Company;

      WHEREAS, the Company wishes to obtain Neustadt's covenants not to engage
in certain activities that are competitive with the Company's business or that
interfere with the Company's business and relationships; and

      WHEREAS, the Parties have entered into and delivered to each other an
Employment Separation Agreement dated as of June 30, 2005, which is a condition
to the Company's entering into this Agreement;

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

      24.   Consulting Services: Neustadt shall, for the six consecutive years
on and after the Effective Date, consult with the Company and its agents
(including its attorneys), and provide to the Company and its agents such
assistance, as the Company or its agents may reasonably request from time to
time in connection with or relating to the Company's operations, certain of the
Company's third-party relationships, and regulatory proceedings or issues or
material litigation involving the Company. The consulting services shall include
duties such as:

      (a)   Neustadt's review of copies of certain internal operational and
            financial reports and information provided to him and his advice to
            executive officers of the Company regarding the subject matter of
            the reports and information;

      (b)   Neustadt's review of abnormal patterns and trends regarding check
            cashing and loan processing to provide timely recognition of
            fraudulent activity;

      (c)   Neustadt's recommendations for enhancements to the daily detailed
            operational reporting;

      (d)   Neustadt's consultation to the CEO and Executive Management Team
            regarding trends and potential process and control improvements;

      (e)   Neustadt's improvement of check cashing and loan underwriting
            systems;

                                       2
<PAGE>

      (f)   Neustadt's development of systems enhancements as directed by the
            CEO or Executive Staff;

      (g)   Neustadt's evaluation of risk management methodologies and
            recommendations for improvement;

      (h)   Neustadt's review of regulatory proceedings and issues and, if
            applicable, material litigation involving the Company and his advice
            to executive officers of the Company regarding those proceedings or
            litigation.

Neustadt will be required to maintain access to the AS 400 operating system and
Essbase from either home or office. Neustadt's duties will necessarily change as
a result of the evolving nature of the Company's business and the resulting
issues and circumstances affecting the Company and its business.

The Company's payments of amounts and provision of benefits to Neustadt, as
described in paragraph 5 below, shall constitute compensation to Neustadt for
all of these consulting services. This paragraph shall not apply, however, to
any actions that Neustadt takes or must take as a separate party to any of such
litigation or regulatory proceedings in which the Company is also involved.

      25.   Trade Secrets: The Parties acknowledge and agree that, during the
consulting relationship hereunder, the Company will provide and make available
to Neustadt, and Neustadt will have access to and become familiar with, various
trade secrets and proprietary and confidential information of the Company, the
Company's direct and indirect subsidiaries (the "Subsidiaries"), and their
affiliates, including processes, computer programs, compilations of information,
records, sales procedures, customer requirements, pricing techniques, customer
lists, identity of employees, methods of doing business, and other confidential
information (collectively, "Trade Secrets") which are owned by the Company, the
Subsidiaries, and/or their affiliates and regularly used in the operation of
their business, and as to which the Company, the Subsidiaries, and/or their
affiliates take precautions to prevent dissemination to persons other than
certain directors, officers, partners, managers, members, and employees.
Neustadt acknowledges and agrees that the Trade Secrets (a) are secret and not
known in the industry; (b) give the Company, the Subsidiaries, and/or their
affiliates an advantage over competitors who do not know or use the Trade
Secrets; (c) are of such value and nature as to make it reasonable and necessary
to protect and preserve the confidentiality and secrecy of the Trade Secrets;
and (d) are valuable and special and unique assets of the Company, the
Subsidiaries, and/or their affiliates, the disclosure of which could cause
substantial injury and loss of profits and goodwill to the Company, the
Subsidiaries and/or their affiliates. Neustadt may not use in any way or
disclose any of the Trade Secrets, directly or indirectly, during the consulting
relationship or at any time thereafter, except (i) as required in connection
with a judicial or administrative proceeding or in connection with rendering the
consulting services described in paragraph 1 above, or (ii) if the information
becomes public knowledge other than as a result of an unauthorized disclosure by
Neustadt. All files, records, documents, information, data, and similar items
relating to the business of the Company, whether prepared by Neustadt or
otherwise coming into his possession, will remain the exclusive property of the
Company, and in any event must be promptly delivered to the Company upon the
expiration or termination of the consulting

                                       3
<PAGE>

relationship under this Agreement. Neustadt agrees upon his receipt of any
subpoena, process, or other request to produce or divulge, directly or
indirectly, any Trade Secrets to any entity, agency, tribunal, or person,
Neustadt shall timely notify and promptly hand deliver a copy of the subpoena,
process or other request to the Company. For this purpose, Neustadt irrevocably
nominates and appoints the Company (including any attorney retained by the
Company), as his true and lawful attorney-in-fact, to act in Neustadt's name,
place and stead to perform any act that Neustadt might perform to defend and
protect against any disclosure of any Trade Secret.

      26.   Noncompetition Covenant:

      (a)   During the maximum 72-month term of the consulting relationship
            hereunder (the "Restricted Period"), Neustadt shall not, anywhere
            within the Restricted Territory (as defined below), directly or
            indirectly engage in any activity which, or any activity for any
            enterprise or entity a material part of the business of which, is a
            Competing Business (as defined below). The activity prohibited by
            the preceding sentence includes any kind of ownership (other than
            ownership of less than 1% of a class of publicly traded securities)
            in or of, or acting as a director, officer, agent, employee, or
            consultant of or for, any enterprise or entity referred to in the
            preceding sentence. For the purpose of this paragraph 3(a), the
            "Restricted Territory" means, collectively, Dallas County, Texas;
            each county (or equivalent subdivision) of any state, district, or
            territory of the United States of America in which the Company or
            any of the Subsidiaries has any retail location; and each county (or
            equivalent territory) adjacent to any of the preceding counties (or
            equivalent territories). Also for the purpose of this paragraph
            3(a), "Competing Business" means any business that is competitive
            with (i) any business conducted by the Company or any of its
            Subsidiaries as of the Effective Date, (ii) any business that the
            Company or any of its Subsidiaries plans, as of the Effective Date,
            to conduct in the future if Neustadt has been involved before the
            Effective Date in formulating or implementing those plans, and (iii)
            any business conducted, or any plan to conduct business, by the
            Company or any of its Subsidiaries, in addition to or different than
            any business or any plan described in either of the two preceding
            clauses, during the consulting relationship hereunder if Neustadt
            renders any consulting time or effort for the Company regarding that
            additional or different business or plan. Further, for the purpose
            of this paragraph 3(a), "indirectly" means the performance of
            services by any business or entity in which Neustadt either owns or
            possesses more than a 1% interest in profits, losses, or capital or
            is a partner, or for which Neustadt acts as officer, director,
            agent, or representative, or to which Neustadt provides consulting
            or advisory services.

      (b)   Neustadt acknowledges and agrees that, in light of the Company's
            covenants herein and other applicable circumstances, the
            restrictions imposed in this paragraph 3 are reasonable, are
            prompted by the Company's desire to protect its legitimate business
            interests (including the Trade Secrets), and will not be unduly
            burdensome to him.

      4.    Nonsolicitation Covenants:

                                       4
<PAGE>

      (a)   During the Restricted Period, Neustadt shall not directly or
            indirectly solicit, divert, or appropriate to or for any Competing
            Business (as defined in paragraph 3(a) above) the financial services
            business of any customer of the Company, or in any manner solicit or
            induce any customer, franchisee, supplier, or other person with a
            business relationship with the Company to cease that business
            relationship with the Company or to refuse in the future to conduct
            business with the Company. In this paragraph 4, "indirectly" is used
            as defined in paragraph 3(a) above.

      (b)   During the Restricted Period, Neustadt shall not directly or
            indirectly solicit, recruit, or employ any employee or regular
            consultant of the Company, or in any other manner attempt to induce
            any employee or regular consultant of the Company to leave the
            employ of the Company or cease his or her consulting or other
            business relationship with the Company, unless such person has not
            been employed by or provided consulting services to the Company at
            least 12 months before any solicitation, recruitment, or employment
            by Neustadt or any entity or enterprise with which Neustadt is in
            any way associated.

      (c)   Neustadt acknowledges and agrees that, in light of the Company's
            covenants herein and other applicable circumstances, the
            restrictions imposed in this paragraph 4 are reasonable, are
            prompted by the Company's desire to protect its legitimate business
            interests (including the Trade Secrets), and will not be unduly
            burdensome to him.

      5.    Payments and Benefits to Neustadt: In consideration for Neustadt's
consulting services and his compliance with or performance of all of his other
covenants herein:

      (a)   The Company shall pay Neustadt during the term of the consulting
            relationship, by checks drawn on one or more accounts of the
            Company, 72 monthly installments of $19,125.00 each on or before the
            first day of each calendar month, beginning on the Effective Date.

      (b)   The Company shall reimburse Neustadt his reasonable out-of-pocket
            expenses incurred in rendering the consulting services described in
            paragraph 1 above in accordance with the Company's reimbursement
            policies and procedures in effect at the time.

      (c)   The Company shall provide benefits to Neustadt and his Dependent (as
            defined below) under the Benefit Plans (as defined below) during the
            consulting relationship and during Neustadt's lifetime after either
            the expiration of the consulting relationship or the termination of
            the consulting relationship by Neustadt under paragraph 7(c)(i)
            below. To the extent that Neustadt or his Dependent, or both, cannot
            participate in any of the Benefit Plans, however, the Company shall
            pay Neustadt an amount that is the economic equivalent of the
            coverage that would be provided under the Benefit Plan if Neustadt
            or his Dependent (or both, if applicable) had been a participant.
            "Dependent" means

                                       5
<PAGE>

            Karen Neustadt so long as she remains a dependent of Neustadt for
            federal income tax purposes. "Benefit Plans" means the health,
            dental, and similar benefit plans available generally to the
            Company's employees that the Company maintains during the consulting
            relationship.

      6.    Independent Contractor; Tax Consequences of Payments and Benefits:

      (a)   The consulting services rendered by Neustadt under this Agreement
            shall be provided as an independent contractor to the Company, and
            nothing in this Agreement creates or shall be deemed to create the
            relationship of partners, joint venturers, employer-employee, or
            principal-agent between the Parties. Neustadt shall have no
            authority, without the prior written consent of an executive officer
            of the Company, to (i) create any obligation or responsibility on
            the part of the Company, (ii) legally bind or obligate the Company
            in any other manner, or (iii) supervise or direct any of the
            Company's employees.

      (b)   The Company shall not withhold taxes or FICA from any of the
            payments and benefits described in paragraph 5 above or report those
            items as income to Neustadt. Neustadt shall be responsible for
            filing all necessary tax returns and remitting amounts due to the
            proper taxing authorities for any federal, state, and local tax
            (including social security tax) owed by him with respect to the
            payments and benefits made to him by the Company hereunder. Neustadt
            agrees to indemnify the Company against, and hold the Company
            harmless from taxes, and any penalties and interest, assessed
            against the Company resulting from the Parties' tax treatment of the
            payments and benefits described in paragraph 5 above.

      7.    Term and Termination of Consulting Relationship:

      (a)   The term of the consulting relationship expressed in this Agreement
            shall commence on the Effective Date and continue until, and shall
            expire upon (and including), the day preceding the sixth anniversary
            of the Effective Date, unless the consulting relationship is sooner
            terminated in accordance with paragraph 7(b) or paragraph 7(c)
            below.

      (b)   The Company may, upon written notice to Neustadt, terminate the
            consulting relationship upon the Company's determination that (i)
            Neustadt has refused or willfully and intentionally failed to render
            the consulting services to the Company described in paragraph 1
            above or has otherwise breached this Agreement to any material
            extent, and if such refusal, failure, or breach is curable or
            remediable, such refusal, failure, or breach continues without cure
            or remedy after thirty (30) days' notice to Neustadt by the Company,
            or (ii) Neustadt is unable to continue to render consulting services
            because of any physical or mental injury, illness, or disability
            that extends for at least three consecutive months. The consulting
            relationship in this Agreement shall also terminate upon Neustadt's
            death.

                                       6
<PAGE>

      (c)   Neustadt may, upon written notice to the Company, terminate the
            consulting relationship upon (i) any failure by the Company to make
            any of the payments or provide any of the benefits described in
            paragraph 5 above that continues, without cure or remedy, after
            thirty (30) days' notice of failure to the Company by Neustadt, or
            (ii) a Change in Control, as defined in Exhibit A to this Agreement.

      (d)   In the event of the termination of the consulting relationship,
            Neustadt shall be entitled to all amounts payable and benefits to be
            provided to him under paragraph 5 above through the calendar month
            in which the termination is effective. Except for such amounts,
            except for the benefits to be provided under paragraph 5(c) above
            during Neustadt's lifetime after the expiration or the termination
            of the consulting relationship described in that paragraph, and
            except as provided in paragraphs 7(e) and 7(f) below, the Company
            shall have no further obligation to pay any amount or provide any
            other benefit under this Agreement. Upon Neustadt's death, any
            amount that may be due to him under this Agreement shall be paid to
            his administrators, heirs, legatees, or personal representatives, as
            may be appropriate.

      (e)   If the consulting relationship is terminated by Neustadt upon a
            Change in Control, then the Company shall pay Neustadt (i) the sum
            of all of the remaining monthly installments described in paragraph
            5(a) above that would otherwise be payable after the date of the
            termination of the consulting relationship (the "Installments
            Payment"), and (ii) an amount equal to the then present actuarial
            value (determined by an independent actuary selected by the Company)
            of the Company's good-faith estimate of the benefits that it would
            otherwise have been obligated to provide to Neustadt under paragraph
            5(c) above (the "Benefits Payment"). The Installments Payment and
            the Benefits Payment shall be made in a lump sum in cash, by
            certified or cashier's check, or by wire transfer of immediately
            available funds to an account designated by Neustadt. Nevertheless,
            if Neustadt should breach or violate any of his covenants in
            paragraphs 2, 3, and 4 above at any time during the Restricted
            Period, Neustadt (or his legal successor or successors) shall be
            obligated to immediately pay the Company (or its legal successor) an
            amount equal to (A) the sum of all of the monthly installments that
            (in the absence of the Installments Payment to Neustadt) would have
            been payable to Neustadt for and after the month during which such
            breach or violation occurred, and (B) an amount equal to the product
            of the Benefits Payment times a fraction, the numerator of which is
            the number of calendar months (whether full or partial) remaining in
            the Restricted Period since the date of Neustadt's breach or
            violation, and the denominator is 72. If Neustadt must pay such
            amount because of a breach or violation of a covenant, then he shall
            also be obligated to pay interest on such amount, accruing from the
            date that payment was made to Neustadt in accordance with the first
            two sentences of this paragraph 7(e), at the prime rate publicly
            announced by JP Morgan Chase Bank in effect on the date of such
            breach or violation (or, if less, the maximum rate permitted by
            law). Neustadt shall pay the amount or amounts due in cash, by
            certified or cashier's check, or by wire transfer of immediately
            available funds to an account designated by the Company.

                                       7
<PAGE>

      (f)   If the consulting relationship is terminated under clause (ii) of
            paragraph 7(b) above or because of Neustadt's death, the Company
            shall continue to pay the remaining monthly installments payable to
            Neustadt under paragraph 5(a) above in accordance with that
            paragraph. Nevertheless, if Neustadt should breach or violate any of
            his covenants in paragraphs 2, 3, and 4 above at any time during the
            Restricted Period, Neustadt shall no longer be entitled to any of
            the monthly installments that would have been payable to him, or to
            any of the benefits to be provided to him under paragraph 5(c)
            above, for or after the month during which such breach or violation
            occurred.

      (g)   The respective rights and obligations of the Parties under this
            Agreement shall survive the expiration or termination of the
            consulting relationship to the extent necessary to give full effect
            to those rights and obligations. Without limiting the generality of
            the preceding sentence, the respective rights and obligations of the
            Parties under (i) paragraphs 2, 3, and 4 above, (ii) if applicable,
            and except as otherwise provided in paragraph 7(e) or paragraph 7(f)
            above, under paragraph 5(c) above, and (iii) if applicable, under
            paragraph 7(e) or paragraph 7(f) above, shall survive the expiration
            or termination of the consulting relationship. A Party's exercise of
            its or his right to terminate the consulting relationship shall not
            be that Party's exclusive right or remedy in the event of the other
            Party's failure to perform or breach of its obligations under this
            Agreement. Further, none of the remedies provided above in this
            paragraph 7 for any breach or violation of any of Neustadt's
            covenants in paragraphs 2, 3, and 4 above shall be an exclusive
            remedy.

      8.    Assignment: This Agreement is personal to Neustadt, and he may not
assign or delegate any of his rights or obligations hereunder without the
Company's prior written consent. The Company may assign or delegate its rights
and obligations hereunder to any successor or successors to all or substantially
all of the business and assets of the Company or to any entity that controls, is
controlled by, or is under common control with the Company so long as that
entity is capable of performing the obligations of the Company under this
Agreement. Subject to the foregoing, the rights and obligations under this
Agreement shall inure to the benefit of, and shall be binding upon, the heirs,
legatees, successors, representatives, and permitted assigns of the respective
Parties. None of the Dependents shall be a third-party beneficiary of, or
entitled to enforce any obligations under, this Agreement.

      9.    Severability and Reformation: The Parties intend all provisions of
this Agreement to be enforced to the fullest extent permitted by law. If,
however, any provision of this Agreement is held to be illegal, invalid, or
unenforceable under any present or future law, such provision shall be fully
severable; this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision were never a part hereof; this Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision were never a part hereof; the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance; and, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added as a part of
this Agreement a provision as similar in its terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
Without limiting the generality of the

                                       8
<PAGE>

preceding sentence, if a court of competent jurisdiction determines that the
scope of any restriction in paragraphs 3 and 4 above is too broad to be enforced
as written, the Parties intend that the court reform the restriction to such
narrower scope as it determines to be reasonable and enforceable.

      10.   Notices: Any notice or other communication to be given under this
Agreement by one Party to the other must be in writing and must be (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid with return receipt requested, (c) delivered by a reputable courier
service, or (d) transmitted by facsimile, in any event to the address or
facsimile number set forth below (or to such other address or facsimile number
as may have been designated by either or both of the Parties from time to time
in accordance with this paragraph 10):

 If to the Company:                          Ace Cash Express, Inc.
                                             1231 Greenway Drive
                                             Suite 600
                                             Irving, Texas  75038
                                             Attention: Chief Executive Officer
                                             Facsimile Number: (972) 582-1430

 If to Neustadt:                             Mr. Donald H. Neustadt
                                             819 Independence Parkway
                                             Southlake, Texas  75092
                                             Facsimile Number: (817) 421-8701

Any notice or other communication delivered personally or by courier service
shall be deemed given and received as of actual receipt. Any notice or other
communication mailed as described above shall be deemed given and received three
business days after mailing or upon actual receipt, whichever is earlier. Any
notice or other communication transmitted by facsimile shall be deemed given and
received upon receipt of the transmission confirmation by the sender.

      11.   Amendments and Waivers: No amendment or modification of this
Agreement will be valid or binding upon the Parties unless it is in writing and
signed by both of the Parties. No waiver of any term or condition of this
Agreement, or of any performance or nonperformance of this Agreement, shall be
binding unless the waiver is in writing and signed by the Party against which
the waiver is to be enforced. Any waiver of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any other or any
subsequent breach.

      12.   Certain Defined Terms: As used in this Agreement, (a) "include" and
"including" do not denote or imply any limitation, (b) "business day" means any
Monday through Friday other than any such day on which the executive offices of
the Company are closed, and (c) "herein," "hereof," "hereunder," and similar
terms are references to this Agreement as a whole and not to any particular
provision of this Agreement.

      13.   Governing Law and Venue: This Agreement shall be governed by,
enforced under, and construed in accordance with the laws of the State of Texas,
except only to the extent

                                       9

<PAGE>

preempted by federal law. Venue for any action or proceeding relating to this
Agreement or the consulting relationship hereunder shall lie exclusively in
courts in Dallas County, Texas.

      14.   Entire Agreement. This Agreement (with Exhibit A hereto) contains
the entire agreement of the Parties as to the subject matter hereof and
supersedes all prior agreements and understandings, whether oral or written,
between the Parties with respect to the subject matter hereof. Exhibit A is an
integral part of this Agreement.

      15.   Statement of Understanding: By executing this Agreement, Neustadt
acknowledges that (a) he has consulted with, or has had sufficient opportunity
to consult with, an attorney of his own choosing regarding the terms of this
Agreement; (b) he has read this Agreement and fully understands its terms and
their import; (c) the consideration provided for herein is good and valuable;
and (d) HE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY, OF HIS OWN FREE WILL,
AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OF ANY KIND
OR TYPE WHATSOEVER.

EXECUTED this ____ day of ________, 200___.

                                                     ___________________________

                                                     DONALD H. NEUSTADT

                                                     ACE CASH EXPRESS, INC.

                                                     By:________________________

                                       10
<PAGE>

                        Exhibit A to Consulting Agreement

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

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

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

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

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

For the purposes of the preceding definition, the following terms have the
corresponding meanings:

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

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

                                       1
<PAGE>

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

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

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

"Excluded Person" means:

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

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

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

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

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

"Person" means any individual, firm, corporation, partnership, limited liability
company, trust, or other entity, including any successor (by merger or
otherwise) of such entity.

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

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

                                       2

Source: OneCLE Business Contracts.