CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT



This Change-in-Control Executive Severance Agreement (this "Agreement"),

effective August 5, 2003, is between Ace Cash Express, Inc., a Texas corporation

(the "Company"), and William S. McCalmont (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 Executive's continued employment with the

Company created by the possibility of a change in control of the Company.

Therefore, the Company and the Executive are entering into this 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.



                                    Agreement



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

         earliest of the following:



         (a)      Any termination of the Executive's employment with the Company

                  before a Change in Control. (If the Executive is employed by

                  any Subsidiary, whether or not he is also employed by the

                  Company, any reference in this Agreement to the Executive's

                  employment by the Company shall be deemed to include his

                  employment by a Subsidiary.)



         (b)      11:59 p.m. on June 30 following at least six months' Notice of

                  termination of this Agreement by either Party, if that June 30

                  occurs before a Change in Control.



{PAGE}



         (c)      The Company's performance of all of its obligations, and the

                  Executive's receipt of all of the payments and benefits to

                  which he is entitled, under this Agreement after a Severance

                  Payment Event.



3.       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

                  Company's sole expense and for the Benefit Continuation

                  Period, Welfare Benefits that are substantially the same the

                  Welfare Benefits provided to the Executive (and the

                  Executive's 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 Executive's 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 Executive's 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).)



         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.



4.       Nondisclosure and Noncompetition. As an inducement to the Company to

         enter into this Agreement, the Executive represents to and covenants

         with or in favor of the Company as follows:



         (a)      The Executive has acquired and will acquire during his

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