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Change-IN-Control Executive Severance Agreement

CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT

This Change-in-Control Executive Severance Agreement (this Agreement), dated and effective January 23, 2006, is between Ace Cash Express, Inc., a Texas corporation (the Company), and Jay B. Shipowitz (the Executive).

Statement of Purpose

The Company desires, for its continued success, to have the benefit of services of experienced management personnel like the Executive. The Board of Directors of the Company therefore believes that it is in the best interest of the Company that, in the event of any prospective change in control of the Company, the Executive be reasonably secure in his employment and position with the Company, so that the Executive can exercise independent judgment as to the best interest of the Company and its shareholders, without distraction by any personal uncertainties or risks regarding the Executives continued employment with the Company created by the possibility of a change in control of the Company. Therefore, the Company and the Executive entered into a Change-in-Control Executive Severance Agreement dated August 20, 1998, which was amended and superseded by a Change-in-Control Executive Severance Agreement dated July 1, 2004 (the Previous Severance Agreement), to assure severance benefits to the Executive in connection with certain terminations of employment upon or after a change in control of the Company, and they now wish to amend and supersede the Previous Severance Agreement with this Agreement to effect the same purpose.

In consideration of the statements made in the Statement of Purpose and the mutual agreements set forth below, the Company and the Executive agree as follows:

1.		Definitions and Interpretation. Various terms used in this Agreement are defined in Exhibit A; each of the defined terms used in this Agreement begins with a capital letter. Various interpretative matters for this Agreement are also set forth in Exhibit A. Exhibit A is an integral part of this Agreement and is incorporated in this Agreement by reference.

2.		Term of Agreement. This Agreement will continue in effect until the earlier of:

	(a)		The termination or cessation of the Executives employment with the Company under the Employment Agreement, or the termination of the Employment Agreement, before a Change in Control.

	(b)		The Companys performance of all of its obligations, and the Executives receipt of all of the payments and benefits to which he is entitled, under this Agreement after a Severance Payment Event.

Severance Benefits. Upon a Severance Payment Event, in addition to any other

severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any Subsidiary under the terms of any Plan of which the Executive was a participant or a beneficiary immediately before the Severance Payment Event, the Company shall:

	(a)		Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash compensation or entitlements due to the Executive through (and including) the date of the Severance Payment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses.

	(b)		Make the Severance Payment in cash within five Business Days after the Severance Payment Event.

	(c)		Provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Companys sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executives dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under this subsection (c) will be subject to the Executives compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or the Executives dependents or beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as a reimbursement or a credit to the Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not provided to the Executive by the Company for the purpose of this subsection (c).)

(d)

In addition, each Stock Award outstanding immediately before the Severance Payment Event and not yet exercised or forfeited (as the case may be) will accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to vest the Stock Award or cause it to become exercisable or nonforfeitable.

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