LICENSE AGREEMENT



This LICENSE AGREEMENT ("Agreement") is entered into as of the ~ day of

November, 2000 (the "Effective Date") by and between H&R Block Tax Services,

Inc., a Missouri corporation, with a principal place of business at 4400 Main

Street, Kansas City, Missouri 64111 ("Block") and ACE Cash Express, Inc., a

Texas corporation, with a principal place of business at 1231 Greenway Drive,

Suite 800, Irving, Texas 75038 ("ACE"). Block and ACE are collectively referred

to in this Agreement as the "Parties".



                                    RECITALS



WHEREAS, the Parties desire a relationship that allows ACE to use during the Tax

Season (that period from the first Monday after January 1 through May 31 of each

year during this Agreement) the premises of certain of Block's business

locations for the installation and operation of ACE's Self-Service Machines

(hereinafter "SSMs"), such machines designed to facilitate automated check

cashing transactions;



NOW, THEREFORE, for and in consideration of the mutual promises and covenants

contained herein, the receipt and sufficiency of which are hereby acknowledged,

the Parties agree as follows:



1.       GRANT OF LICENSE



         Block grants to ACE a license to use, during the term of and on the

         conditions set forth in this Agreement, the area of space needed to

         install and operate during the Tax Season an SSM in and on the premises

         of no fewer than fifty (50) of Block's locations; such locations are

         identified in Exhibit A hereto ("Exhibit A"). Such license is limited

         to the use of SSMs by Block's customers. ACE shall not advertise in a

         manner that would attract SSM users who are not customers of Block. The

         Parties recognize that they may, from time to time, desire to add more

         locations. If Block and ACE mutually agree to add more locations, then

         Exhibit A will be amended accordingly.



2.       EXCLUSIVITY



         Block covenants that during the term of this Agreement and within the

         United States of America it shall not operate SSMs on its premises on

         its own or through others; provided, however, if Block notifies ACE of

         a proposed arrangement with any other check casher, automated business

         or self-service operator to operate SSMs on Block's premises, Block may

         proceed with such arrangement unless ACE enters into a substantially

         similar arrangement with Block within sixty (60) days of such notice.



3.       TRADE NAMES AND TRADEMARKS



         A Party may use the name or logo of the other Party and the trademarks

         associated with that name as necessary or reasonably appropriate in

         conjunction with the operation and advertisement of SSM's in Block's

         locations; provided, however, that any such use is subject to the prior

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