DOLLAR FINANCIAL GROUP INC, S-4/A, 1997-01-29

DOLLAR FINANCIAL GROUP INC
S-4/A, 1997-01-29
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997

REGISTRATION NO. 333-18221

WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------

DOLLAR FINANCIAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

----------------
<TABLE>
<S> <C> <C>
NEW YORK 6099 13-2997911
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)
</TABLE>

<TABLE>
<CAPTION>
ALBUQUERQUE INVESTMENTS, INC. NEW MEXICO 85-0399526
<S> <C> <C>
ANY KIND CHECK CASHING CENTERS, INC. ARIZONA 86-0557168
CHECK MART OF LOUISIANA, INC. LOUISIANA 71-1315737
CHECK MART OF NEW JERSEY, INC. NEW JERSEY 22-3420627
CHECK MART OF NEW MEXICO, INC. NEW MEXICO 85-0335449
CHECK MART OF PENNSYLVANIA, INC. PENNSYLVANIA 23-2834068
CHECK MART OF TEXAS, INC. TEXAS 74-2771841
CHECK MART OF UTAH, INC. UTAH 87-0528325
CHECK MART OF WASHINGTON, INC. WASHINGTON 91-1649319
CHECK MART OF WASHINGTON, D.C., INC. DISTRICT OF COLUMBIA 52-1958877
CHECK MART OF WISCONSIN, INC. WISCONSIN 23-2815607
DFG WAREHOUSING CO., INC. DELAWARE PENDING
DOLLAR FINANCIAL INSURANCE CORP. PENNSYLVANIA 23-2817578
DOLLAR INSURANCE ADMINISTRATION CORP. DELAWARE 23-2815068
FINANCIAL EXCHANGE COMPANY OF MICHIGAN, INC. MICHIGAN 13-3222675
FINANCIAL EXCHANGE COMPANY OF OHIO, INC. OHIO 13-2974774
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC. PENNSYLVANIA 13-2965414
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. DELAWARE 23-2608595
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. DELAWARE 23-2669975
L.M.S. DEVELOPMENT CORPORATION ARIZONA 86-0596496
MANOR INVESTMENT CO., INC. CALIFORNIA 94-2276300
MONETARY MANAGEMENT CORP. PENNSYLVANIA 23-2793961
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA,
INC. DELAWARE 23-2709366
MONETARY MANAGEMENT OF CALIFORNIA, INC. CALIFORNIA 33-0207279
MONETARY MANAGEMENT OF MARYLAND, INC. MARYLAND 52-1958876
MONETARY MANAGEMENT OF NEW YORK, INC. NEW YORK 13-3377328
PACIFIC RING ENTERPRISES, INC. CALIFORNIA 95-3779658
QTV HOLDINGS, INC. PENNSYLVANIA 23-2717097
U.S. CHECK EXCHANGE LIMITED PARTNERSHIP ARIZONA 33-0069730
(EXACT NAME OF REGISTRANT (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

1436 LANCASTER AVENUE, SUITE 210 BERWYN, PENNSYLVANIA 19312-1288 (610) 296-3400

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)

----------------

(Continued on page 2)
<PAGE>

DONALD F. GAYHARDT
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER,
SECRETARY AND TREASURER
DOLLAR FINANCIAL GROUP, INC.
1436 LANCASTER AVENUE, SUITE 210
BERWYN, PENNSYLVANIA 19312-1288
(610) 296-3400

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

WITH A COPY TO:
STEPHEN M. BESEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000

----------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the Securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10 7/8% Series A Senior Notes
Due 2006..................... $110,000,000 100.000% $110,000,000 $33,334(3)
- -------------------------------------------------------------------------------
Guarantees of 10 7/8% Series A
Senior Notes Due 2006........ $110,000,000 * * $0(4)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(f)(2).

(3) Previously paid.

(4) All of the domestic subsidiaries of Dollar Financial Group, Inc. will
guarantee the payment of the 10 7/8% Series A Senior Notes Due 2006.
Pursuant to Rule 457(n) under the Securities Act of 1933, no filing fee is
required.

* Not applicable.

----------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH +
+SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE +
+SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE +
+TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT +
+CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL +
+THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, +
+SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION +
+UNDER THE SECURITIES LAWS OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 29, 1997
PROSPECTUS

OFFER TO EXCHANGE

ALL OUTSTANDING

10 7/8% SENIOR NOTES DUE 2006

FOR

10 7/8% SERIES A SENIOR NOTES DUE 2006

DOLLAR FINANCIAL GROUP, INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON ,
1997, UNLESS EXTENDED.

Dollar Financial Group, Inc. (the "Company" or "DFG"), a New York corporation
and a wholly owned subsidiary of DFG Holdings, Inc. ("Holdings"), hereby
offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange an aggregate principal amount of
up to $110,000,000 of 10 7/8% Series A Senior Notes due 2006 (the "New Notes")
of the Company, which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of the issued and
outstanding 10 7/8% Senior Notes due 2006 (the "Old Notes") of the Company from
the registered holders thereof (the "Holders"). The terms of the New Notes are
identical in all material respects to the Old Notes, except for certain
transfer restrictions relating to the Old Notes. The New Notes will evidence
the same class of debt as the Old Notes and will be issued pursuant to, and
entitled to the benefits of, the Indenture governing the Old Notes
(the "Indenture"). As used herein, the term "Notes" means the Old Notes and the
New Notes, treated as a single class.

DFG will accept for exchange any and all Old Notes validly tendered and not
withdrawn prior to 5:00 P.M., New York City time, on , 1997, unless
extended (as so extended, the "Expiration Date"). Tenders of Old Notes may be
withdrawn at any time prior to the Expiration Date. The Exchange Offer is not
conditioned upon any minimum principal amount of Old Notes being tendered for
exchange pursuant to the Exchange Offer. The Exchange Offer is subject to
certain other customary conditions. See "The Exchange Offer."

On November 15, 1996, the Company issued $110,000,000 principal amount of Old
Notes (the "Offering") pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.

The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on or after November 15, 2001, at the redemption prices set
forth herein, plus accrued and unpaid interest thereon, if any, to the date of
redemption. In addition, prior to November 15, 1999, the Company may on any one
or more occasions redeem up to 30% of the originally issued principal amount of
Notes at a redemption price equal to 110 7/8% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the date of redemption,
with the net proceeds of an initial public offering of common stock of the
Company or of Holdings (to the extent that the proceeds thereof are contributed
to the Company as common equity); provided that at least 70% of the originally
issued principal amount of Notes remains outstanding immediately after the
occurrence of such redemption. Upon the occurrence of a Change of Control
(as defined), each holder of Notes will have the right to require the Company
to repurchase all or any part of such holder's Notes at an offer price in cash
equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of purchase. See "Description of
Notes." The New Revolving Credit Facility (as defined) prohibits the Company
from purchasing any Notes prior to their stated maturity and also provides that
certain Change of Control events constitute a default thereunder. If such a
Change of Control event were to occur, it is unlikely that the Company would be
able to both repay all of its obligations under the New Revolving Credit
Facility and repay other Indebtedness (as defined) that would become payable
upon the Change of Control, unless it could obtain alternate financing. There
can be no assurance that the Company would be able to obtain any such financing
on commercially reasonable terms or at all, and consequently no assurance can
be given that the Company would be able to purchase any of the Notes tendered
pursuant to a Change of Control Offer (as defined). See "Risk Factors--Change
of Control."

The New Notes will constitute, and the Old Notes currently constitute,
general unsecured obligations of the Company, will rank senior in right of
payment to all subordinated Indebtedness of the Company and will rank pari
passu in right of payment with all senior borrowings, including all borrowings
under the New Revolving Credit Facility. The Company's payment obligations
(continued on next page)

SEE "RISK FACTORS" ON PAGE 13 OF THIS PROSPECTUS FOR A DESCRIPTION OF CERTAIN
RISKS TO BE CONSIDERED BY HOLDERS WHO TENDER THEIR OLD NOTES IN THE EXCHANGE
OFFER.

----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------

The date of this Prospectus is , 1997.
<PAGE>

(continued from previous page)

under the Notes will be jointly and severally guaranteed (the "Subsidiary
Guarantees") by each of the Company's current and future domestic subsidiaries
(the "Guarantors"). The Subsidiary Guarantees are full and unconditional. The
only limitation on the scope of the Subsidiary Guarantees is a "savings
clause" designed to prevent the Subsidiary Guarantees from constituting
fraudulent conveyances or transfers, thereby permitting the Subsidiary
Guarantees to be enforced against the Guarantors to the maximum extent
possible under applicable law. The Subsidiary Guarantees will rank pari passu
in right of payment with all existing and future senior Indebtedness of the
Guarantors, including the obligations of the Guarantors under the New
Revolving Credit Facility and any successor credit facility. At September 30,
1996, on a pro forma basis after giving effect to the Exchange Offer and the
Acquisitions (as defined), the aggregate principal amount of Indebtedness
(excluding trade payables, other accrued liabilities and the Notes) of the
Company and its subsidiaries would have been approximately $3.1 million, none
of which would have ranked effectively senior to the Notes. The Indenture
limits the ability of the Company and its subsidiaries to incur additional
Indebtedness. However, under certain circumstances, the Company and its
subsidiaries will be permitted to incur secured Indebtedness, including
Indebtedness under the New Revolving Credit Facility, with respect to which
the Notes would be effectively subordinated to the extent of the assets
securing such Indebtedness. See "Risk Factors--Ranking; Holding Company
Structure."

The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement (as
defined). Based on interpretations by the staff of the Securities and Exchange
Commission (the "SEC") as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any Holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holders' business and such Holders have no
arrangement with any person to engage in a distribution of such New Notes.
However, the SEC has not considered the Exchange Offer in the context of a no-
action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in such
other circumstances. Each Holder, other than a broker-dealer, must acknowledge
that it is not engaged in, and does not intend to engage in, a distribution of
such New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. Each broker-dealer that receives New Notes for its
own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."

The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all the expenses incident to the Exchange Offer. In the event
the Company terminates the Exchange Offer and does not accept for exchange any
Old Notes, the Company will promptly return the Old Notes to the Holders
thereof. See "The Exchange Offer."

There is no existing trading market for the New Notes, and there can be no
assurance regarding the future development of a market for the New Notes.
Lehman Brothers Inc. and BA Securities, Inc. (the "Initial Purchasers") have
advised the Company that they currently intend to make a market in the New
Notes. The Initial Purchasers are not obligated to do so, however, and any
market-making with respect to the New Notes may be discontinued at any time
without notice. The Company does not intend to apply for listing or quotation
of the New Notes on any securities exchange or stock market.
<PAGE>

AVAILABLE INFORMATION

The Company and the Guarantors have filed with the SEC a registration
statement on Form S-4 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act with
respect to the New Notes offered hereby. This Prospectus, which forms a part
of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Company,
the Guarantors and the New Notes offered hereby, reference is made to the
Registration Statement. Any statements made in this Prospectus concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement otherwise filed with the SEC.

As of the date of the effectiveness of the Registration Statement, the
Company and the Guarantors will become subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith will file reports, proxy statements and
other information with the SEC. The Registration Statement, the exhibits
forming a part thereof and the reports, proxy statements and other information
filed by the Company with the SEC in accordance with the Exchange Act may be
inspected, without charge, at the Public Reference Section of the SEC located
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices
of the SEC located at Seven World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60601-2511. Copies of all or any portion of the material may be
obtained from the Public Reference Section of the SEC upon payment of the
prescribed fees. The SEC also maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.

The Company will furnish holders of the New Notes offered hereby with annual
reports containing, among other information, audited financial statements
certified by an independent public accounting firm and quarterly reports
containing unaudited financial information for the first three quarters of
each fiscal year. The Company will also furnish such other reports as it may
determine or as may be required by law. In addition, in the event that the
Company is not required to be subject to the reporting requirements of the
Exchange Act in the future, the Company will be required under the Indenture,
pursuant to which the Old Notes were, and the New Notes will be, issued, to
continue to file with the SEC, and to furnish Holders of the New Notes with,
the information, documents and other reports specified in Sections 13 and
15(d) of the Exchange Act.

i
<PAGE>

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and financial statements (and
notes thereto) included elsewhere in this Prospectus. Unless the context
indicates otherwise, references in this Prospectus to DFG or the Company are to
Dollar Financial Group, Inc., a New York corporation, its predecessors and
their respective subsidiaries, after giving effect to the transactions
described under "The Acquisitions" (the "Acquisitions"). For convenient
translation purposes, an exchange rate of $1.00 = C$1.362 as of September 30,
1996 has been utilized in connection with the acquisition of National Money
Mart, Inc. ("Money Mart"), a Canadian corporation. For purposes of translating
Money Mart's operating results for the year ended June 30, 1996, an average
exchange rate of $1.00 = C$1.364 has been used; for purposes of translating
Money Mart's operating results for the three months ended September 30, 1996,
an average exchange rate of $1.00=C$1.368 has been used.

THE COMPANY

The Company is a consumer financial services company operating the second
largest check cashing store network in the United States and the largest such
network in Canada. The Company provides a diverse range of consumer financial
products and services primarily consisting of check cashing, money orders,
money transfers, consumer loans, insurance and bill payment. Certain stores
also serve as distribution centers for public assistance benefits and food
stamps under government contracts. On a pro forma basis as of September 30,
1996, the Company has a total network of 426 stores in 14 states, the District
of Columbia and Canada, including 319 Company-owned stores with revenues for
the fiscal year ended June 30, 1996 and for the three months ended September
30, 1996 of $91.7 million and $22.2 million, respectively, and with earnings
before interest, taxes, depreciation and amortization, and loss on store
closings and sales ("Adjusted EBITDA") for the fiscal year ended June 30, 1996
and for the three months ended September 30, 1996 of $21.4 million and $5.0
million, respectively. See "Unaudited Condensed Combined Pro Forma Financial
Statements."

The Company's primary customers are working, lower-income individuals and
families who require basic consumer financial services and are under-served by
traditional retail banking networks. The increased expense and decreased
availability of traditional retail banking services have left an increasing
number of individuals and families (estimated at 20% of the adult population)
without banking relationships. Management believes that growth in the lower-
income segment of the population combined with the decline of traditional
retail banking services provides the Company with significant growth
opportunities.

The check cashing industry in the United States is highly fragmented,
consisting of approximately 5,400 stores as of July 1996, an increase from the
approximately 1,350 national listings in 1986 according to American Business
Information, Inc. In contrast to the domestic market, the Canadian check
cashing industry is significantly less fragmented. Money Mart is the largest
check cashing store network in Canada accounting for 55% of the total number of
check cashing stores. The Company believes it is one of only four U.S. check
cashing store networks that have more than 100 locations, the remaining being
local store networks and single-unit operators. The Company believes that
industry growth has been fueled by several demographic and socioeconomic
trends, including a decline in the number of households with bank deposit
accounts, an increase in the number of low-paying service sector jobs and an
overall increase in the lower-income population. See "Business--Industry
Overview."

The Company's stores currently operate under the following locally
established brand names: ABC Check Cashing, Almost-A-Banc, AnyKind Check
Cashing Centers, C&C Check Cashing, Cash-N-Dash, Check Mart, Chex$Cashed,
Financial Exchange, Money Mart, Quikcash, QwiCash and The Service Centers.

The Company is a wholly owned subsidiary of Holdings. The activities of
Holdings consist primarily of its investment in the Company and there are no
significant differences between the consolidated results of operations of
Holdings and those of the Company. Holdings has no employees or operating
activities.

1
<PAGE>

THE ACQUISITIONS

ANYKIND ACQUISITION. On August 8, 1996, the Company purchased all of the
outstanding capital stock of AnyKind Check Cashing Centers, Inc. ("AnyKind")
for an aggregate purchase price of $31.0 million plus initial working capital
of approximately $6.0 million. AnyKind operates 63 check cashing stores in
seven states and the District of Columbia and had revenues for the twelve-month
period ended June 30, 1996 of $22.7 million.

ABC ACQUISITION. On August 28, 1996, the Company purchased certain assets and
liabilities of ABC Check Cashing Inc. ("ABC") for a purchase price of $6.0
million plus initial working capital of approximately $1.5 million. ABC
operates 15 check cashing stores in Cleveland, Ohio and had revenues for the
twelve-month period ended June 30, 1996 of $4.8 million.

MONEY MART ACQUISITION. On November 15, 1996, the Company acquired all of the
outstanding capital stock of Money Mart for approximately $17.7 million (of
which approximately $500,000 was in the form of Holdings Common Stock) plus
initial working capital of approximately $900,000. Money Mart owns 36 check
cashing stores and franchises 107 check cashing stores, all of which operate in
Canada under the "Money Mart" name, and had revenues for the twelve-month
period ended June 30, 1996 of $9.4 million.

CASH-N-DASH ACQUISITION. On November 15, 1996, the Company acquired
substantially all of the assets of Cash-N-Dash Check Cashing, Inc. ("Cash-N-
Dash") for approximately $7.3 million, consisting of $6.0 million in cash (of
which $5.1 million will be payable on January 2, 1997), the issuance to the
seller of $500,000 of Holdings Common Stock and a revenue-based earn-out of up
to $750,000 payable over four years. Cash-N-Dash operates 32 check cashing
stores in northern California under the "Cash-N-Dash" name and had revenues for
the twelve-month period ended June 30, 1996 of $6.2 million.

C&C ACQUISITION. On November 21, 1996, the Company acquired C&C Check
Cashing, Inc. ("C&C") pursuant to a stock purchase agreement for approximately
$3.8 million, consisting of $3.5 million in cash and a revenue-based earn-out
of up to $300,000 payable over three years, plus initial working capital of
approximately $500,000. C&C operates 23 check cashing stores in northern
California under the "C&C Check Cashing" name and had revenues for the twelve-
month period ended June 30, 1996 of $4.8 million.

FINANCING. The acquisitions of AnyKind and ABC were financed through bank
borrowings of $35.0 million under a credit facility then existing (the
"Existing Credit Facility"), the issuance by Holdings of $2.0 million of common
stock ("Holdings Common Stock") to the seller of AnyKind, and the sale of $22.0
million of Holdings Common Stock (the "Equity Transaction") to affiliates of
Weiss, Peck & Greer, L.L.C. ("WPG"), Pegasus Partners, L.P. ("Pegasus") and a
Pegasus affiliate, and General Electric Capital Corporation ("GECC").
Concurrently, with the acquisitions of AnyKind and ABC, the Company increased
and amended its Existing Credit Facility. The cash portion of the purchase
price of the Money Mart, Cash-N-Dash and C&C acquisitions was financed from the
net proceeds of the Offering. The bank borrowings entered into in connection
with the AnyKind and ABC acquisitions were repaid with the net proceeds of the
Offering.

In connection with the Offering, the Company entered into a new revolving
credit facility (the "New Revolving Credit Facility" or the "Credit Agreement")
with certain lenders, including affiliates of the Initial Purchasers, under
which the Company may borrow up to $25.0 million at any one time, if certain
conditions are met. Loans under the New Revolving Credit Facility will
constitute senior secured Indebtedness of the Company and will be guaranteed by
the Company's current and future domestic subsidiaries. There were no
borrowings under the New Revolving Credit Facility or the Existing Credit
Facility as of the date of the consummation of the Offering. See "Description
of Certain Other Indebtedness--New Revolving Credit Facility."

2
<PAGE>

STRATEGY

The Company believes it has the following competitive strengths: (i) store
locations in favorable demographic areas, (ii) high-quality customer service,
(iii) a broad offering of products and services, (iv) economies of scale and
the ability to enter into alliances with strategic partners, (v) management
expertise and (vi) well diversified credit risk. See "Business--Competitive
Strengths."

The Company's business strategy is to capitalize on its competitive strengths
by increasing the revenues and profitability of its existing operations and by
growing through the acquisition of check cashing store networks and the
development of the kiosk store format. See "Business--Strategy." Key elements
of the Company's business strategy include:

MAINTAIN AND INSTILL A CUSTOMER-DRIVEN RETAIL PHILOSOPHY. The Company has
focused on increasing its customer base through a service-oriented approach
designed to meet the needs of working, lower-income individuals and families in
need of basic consumer financial services. The Company offers extended
operating hours in clean, well-lit and convenient store locations to enhance
appeal and stimulate store traffic. The Company uses locally-targeted
advertising, including television and radio, to promote awareness of its
products and its customer service.

INTRODUCE NEW PRODUCTS AND SERVICES. The Company has developed a "one-stop"
shop concept to offer many consumer financial products and services not
otherwise available to its targeted customer base. The Company believes that
its customers enjoy the convenience of those services offered by the Company
other than check cashing. The Company is currently in the process of a
nationwide roll-out of its successful consumer loan program (known as "Cash
'Til Payday") and will continue to expand the product and service offerings of
its newly acquired check cashing store networks. In addition, the Company
intends to seek strategic alliances with other financial institutions and non-
financial organizations, like Western Union, to offer additional products to
its customers.

GROW THROUGH TARGETED ACQUISITIONS AND KIOSK OPENINGS. The Company has grown
significantly since June 1994, primarily through nine acquisitions of an
aggregate of 225 stores. Management will continue to seek opportunistic
acquisitions of well-managed check cashing store networks located in areas with
favorable demographics, including the southeastern and western parts of the
United States. Pursuant to this strategy, the Company is currently in
discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. See "Business--
Strategy." In addition, pursuant to an agreement with The Southland
Corporation, the Company plans to open 19 additional consumer financial service
kiosks that offer check cashing and other products and services. These kiosks,
which will be located in existing 7-Eleven convenience stores, are expected to
be opened in the near future.

CAPITALIZE ON ECONOMIES OF SCALE. The Company is well positioned to take
advantage of the current trend toward consolidation in the check cashing
industry. The Company expects to continue to reduce its per store cost for bad
debt collection, security, armored car services, employee training, management
information systems, and other operating expenses. The Company will continue to
seek cost reductions from its current service suppliers as its check cashing
market share increases through store network acquisitions and kiosk openings.
Furthermore, the Company expects to be able to capitalize on its market
position by developing strategic alliances with other financial institutions
and non-financial organizations.

MANAGE CREDIT RISK. The Company's check cashing service consists of high
volumes of small individual transactions requiring credit risk decisions on
individual checks and customers. On a pro forma basis, for the fiscal year
ended June 30, 1996 and for the three months ended September 30, 1996, the
Company cashed 7.2 million checks and 1.8 million checks, respectively, with an
average face amount of $262 and $281,

3
<PAGE>

respectively. The Company actively manages its customer risk profile and
collection efforts in order to maximize check cashing revenues while
maintaining net write-offs within a targeted range. As a result, management
believes that the risk that the Company will sustain a material credit loss
related to a single transaction or series of transactions is minimal. On a pro
forma basis, for the fiscal year ended June 30, 1996 and for the three months
ended September 30, 1996, net write-offs as a percentage of face amount of
checks cashed were 0.16% and 0.18% respectively.

MAINTAIN EXISTING BASE OF GOVERNMENT CONTRACTS. The Company intends to
continue to distribute public assistance benefits pursuant to its existing
government contracts. The Company is not, however, planning to further expand
this part of its business and expects government revenue as a percentage of
total revenue to decline in the future.

CORPORATE HISTORY

DFG was established in 1979 by the United States Banknote Company ("USBN") in
order to distribute government benefits on a private basis in the Philadelphia
area. In the mid-1980s, the Company began opening check cashing stores and
government benefits distribution centers in Ohio, California and Michigan. In
May 1990, DFG was acquired from USBN by a private investor group. On June 30,
1994, Holdings was acquired from the previous owner by Messrs. Weiss and
Gayhardt, the Company's Chief Executive Officer and Chief Financial Officer,
respectively, and WPG.

The Company, known until January 1996 as Monetary Management Corporation, was
organized under the laws of the state of New York. The Company's executive
offices are located at 1436 Lancaster Avenue, Suite 210, Berwyn, Pennsylvania
19312-1288, telephone: (610) 296-3400.

4
<PAGE>

THE EXCHANGE OFFER

On November 15, 1996, the Company issued $110,000,000 principal amount of Old
Notes. The Old Notes were sold pursuant to exemptions from, or in transactions
not subject to, the registration requirements of the Securities Act and
applicable state securities laws. Lehman Brothers Inc. and BA Securities, Inc.
(the "Initial Purchasers"), as a condition to their purchase of the Old Notes,
required that the Company agree to commence the Exchange Offer following the
offering of the Old Notes. The New Notes will evidence the same class of debt
as the Old Notes and will be issued pursuant to, and entitled to the benefits
of, the Indenture. As used herein, the term "Notes" means the Old Notes and the
New Notes, treated as a single class.

SECURITIES OFFERED.......... Up to $110,000,000 aggregate principal amount of
the Company's 10 7/8% Series A Senior Notes Due
2006, which have been registered under the
Securities Act (the "New Notes"). The terms of
the New Notes and the Old Notes are identical in
all material respects, except for certain
transfer restrictions relating to the Old Notes.

THE EXCHANGE OFFER.......... The New Notes are being offered in exchange for
a like principal amount of Old Notes. The
issuance of the New Notes is intended to satisfy
obligations of the Company contained in the
Registration Rights Agreement, dated November
15, 1996, among the Company and the Initial
Purchasers (the "Registration Rights
Agreement"). For procedures for tendering the
Old Notes pursuant to the Exchange Offer, see
"The Exchange Offer."

TENDERS, EXPIRATION DATE;
WITHDRAWAL.................. The Exchange Offer will expire at 5:00 P.M., New
York City time, on , 1997, or such later date
and time to which it is extended (as so
extended, the "Expiration Date"). A tender of
Old Notes pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration
Date. Any Old Note not accepted for exchange for
any reason will be returned without expense to
the tendering Holder thereof as promptly as
practicable after the expiration or termination
of the Exchange Offer.

FEDERAL INCOME TAX
CONSEQUENCES................ The exchange pursuant to the Exchange Offer
should not result in any income, gain or loss to
the holders or the Company for federal income
tax purposes. See "Certain U.S. Income Tax
Consequences."

USE OF PROCEEDS............. There will be no proceeds to the Company from
the exchange pursuant to the Exchange Offer.

EXCHANGE AGENT.............. Fleet National Bank is serving as the Exchange
Agent in connection with the Exchange Offer.

SHELF REGISTRATION
STATEMENT................... Under certain circumstances described in the
Registration Rights Agreement, certain holders
of Notes (including holders who are not
permitted to participate in the Exchange Offer
or who may not freely resell New Notes received
in the Exchange Offer) may require the Company
to file, and use best efforts to cause to become
effective, a shelf registration statement under
the Securities Act, which would cover resales of
Notes by such holders. See "Description of
Notes--Exchange Offer; Registration Rights."

5
<PAGE>

CONDITIONS TO THE EXCHANGE
OFFER....................... The Exchange Offer is not conditioned on any
minimum principal amount of Old Notes being
tendered for exchange. The Exchange Offer is
subject to certain other customary conditions,
each of which may be waived by the Company. See
"The Exchange Offer--Conditions."

CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities
Act and applicable state securities laws. In general, the Old Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. The Company does not currently anticipate
that it will register Old Notes under the Securities Act. See "Description of
the Notes--Exchange Offer; Registration Rights." Based on interpretations by
the staff of the SEC, as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold or otherwise
transferred by holders thereof (other than any holder which is an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business and such holders, other than broker-dealers,
have no arrangement with any person to participate in the distribution of such
New Notes. However, the SEC has not considered the Exchange Offer in the
context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer
as in such other circumstances. Each Holder, other than a broker-dealer, must
acknowledge that it is not engaged in, and does not intend to engage in, a
distribution of such New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. Each broker-dealer that receives
New Notes for its own account in exchange for Old Notes must acknowledge that
such Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities and that it will deliver a prospectus in
connection with any resale of such New Notes. See "Plan of Distribution." In
addition, to comply with the securities laws of certain jurisdictions, it may
be necessary to qualify for sale or register thereunder the New Notes prior to
offering or selling such New Notes. The Company has agreed, pursuant to the
Registration Rights Agreement, subject to certain limitations specified
therein, to register or qualify the New Notes for offer or sale under the
securities laws of such jurisdictions as any holder reasonably requests in
writing. Unless a holder so requests, the Company does not intend to register
or qualify the sale of the New Notes in any such jurisdictions. See "Risk
Factors-- Consequences of Failure to Exchange" and "The Exchange Offer--
Consequences of Exchanging Old Notes."

6
<PAGE>

SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the New Notes and the Old Notes are identical in all material
respects, except for certain transfer restrictions relating to the Old Notes.
The New Notes will bear interest from the most recent date to which interest
has been paid on the Old Notes or, if no interest has been paid on the Old
Notes, from November 15, 1996. Accordingly, registered holders of New Notes on
the relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date to which interest has been paid on the Old Notes or, if no interest
has been paid, from November 15, 1996. Old Notes accepted for exchange will
cease to accrue interest from and after the date of consummation of the
Exchange Officer. Holders whose Old Notes are accepted for exchange will not
receive any payment in respect of interest on such Old Notes otherwise payable
on any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.

SECURITIES OFFERED ......... $110,000,000 aggregate principal amount of 10
7/8% Series A Senior Notes due 2006.

ISSUER ..................... Dollar Financial Group, Inc.

MATURITY DATE .............. November 15, 2006.

INTEREST PAYMENT DATES ..... May 15 and November 15, commencing May 15, 1997.

MANDATORY REDEMPTION ....... None.

OPTIONAL REDEMPTION ........ The Notes will be redeemable at the option of
the Company, in whole or in part, at any time on
or after November 15, 2001 at the redemption
prices set forth herein, plus accrued and unpaid
interest thereon, if any, to the date of
redemption. In addition, prior to November 15,
1999, the Company may on any one or more
occasions redeem up to 30% of the originally
issued principal amount of Notes at a redemption
price equal to 110 7/8% of the principal amount
thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption, with
the net proceeds of an initial public offering
of common stock of the Company or of Holdings
(to the extent that the proceeds thereof are
contributed to the Company as common equity);
provided that at least 70% of the originally
issued principal amount of Notes remains
outstanding immediately after the occurrence of
such redemption. See "Description of Notes--
Optional Redemption."

CHANGE OF CONTROL .......... Upon the occurrence of a Change of Control, each
holder of Notes will have the right to require
the Company to repurchase all or any part of
such holder's Notes at an offer price in cash
equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest
thereon, if any, to the date of purchase. See
"Description of Notes--Repurchase at the Option
of Holders--Change of Control."

RANKING .................... The Old Notes currently are, and the New Notes
will be, general unsecured obligations of the
Company, rank senior in right of payment to all
subordinated Indebtedness of the Company and
rank pari passu in right of payment with all
senior borrowings,

7
<PAGE>

including all borrowings under the New Revolving
Credit Facility. At September 30, 1996, on a pro
forma basis after giving effect to the Offering
and the Acquisitions, the aggregate principal
amount of Indebtedness (excluding trade
payables, other accrued liabilities and the
Notes) of the Company and its subsidiaries would
have been approximately $3.1 million, none of
which would have ranked effectively senior to
the Notes. The Indenture limits the ability of
the Company and its subsidiaries to incur
additional Indebtedness. However, under certain
circumstances, the Company and its subsidiaries
will be permitted to incur additional secured
Indebtedness, including Indebtedness under the
New Revolving Credit Facility, with respect to
which the Notes would be effectively
subordinated to the extent of the assets
securing such Indebtedness. See "Risk Factors--
Ranking; Holding Company Structure."

SUBSIDIARY GUARANTEES ...... The Company's payment obligations under the Old
Notes are, and under the New Notes will be,
jointly and severally guaranteed (the
"Subsidiary Guarantees") by each of the
Company's existing and future domestic
subsidiaries (the "Guarantors"). The Subsidiary
Guarantees rank pari passu in right of payment
with all existing and future senior Indebtedness
of the Guarantors, including the obligations of
the Guarantors under the New Revolving Credit
Facility and any successor credit facility. See
"Description of Notes--Subsidiary Guarantees."

CERTAIN COVENANTS .......... The Indenture contains certain covenants that,
among other things, limit the ability of the
Company and its subsidiaries to (i) incur
additional Indebtedness and issue preferred
stock, (ii) pay dividends or make other
distributions, (iii) repurchase Equity Interests
(as defined) or subordinated Indebtedness, (iv)
engage in sale and leaseback transactions, (v)
create certain liens, (vi) enter into certain
transactions with affiliates, (vii) sell assets
of the Company or its subsidiaries, (viii) issue
or sell Equity Interests of the Company's
subsidiaries or (ix) enter into certain mergers
and consolidations. In addition, under certain
circumstances, the Company is required to offer
to purchase the Notes at a price equal to 100%
of the principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the date
of purchase, with the proceeds of certain Asset
Sales (as defined). See "Description of Notes--
Certain Covenants."

EXCHANGE OFFER;
REGISTRATION RIGHTS ........ Pursuant to a Registration Rights Agreement (the
"Registration Rights Agreement") between the
Company and the Initial Purchasers, the Company
agreed to file an exchange offer registration
statement with respect to the Exchange Offer.
The Registration Statement of which this
Prospectus is a part constitutes the exchange
offer registration statement referred to
therein. If, among other things, any holder of
the Transfer Restricted Securities (as defined)
notifies the Company that (A) it

8
<PAGE>

is prohibited by law or Commission policy from
participating in the Exchange Offer, (B) that it
may not resell the New Notes acquired by it in
the Exchange Offer to the public without
delivering a prospectus and the prospectus
contained in the Exchange Offer Registration
Statement is not appropriate or available for
such resales or (C) that it is a broker-dealer
and holds Notes acquired directly from the
Company or an affiliate of the Company, the
Company will be required to provide a shelf
registration statement (the "Shelf Registration
Statement") to cover resales of the Notes by the
holders thereof. If the Company fails to satisfy
these registration obligations, it will be
required to pay certain increases in the
interest rate on the Old Notes as provided in
the Registration Rights Agreement.

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE NOTES, SEE "RISK FACTORS" BEGINNING ON PAGE 13.

9
<PAGE>

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA

The following table sets forth summary consolidated historical and unaudited
condensed combined pro forma financial and other data for the periods
indicated. The following summary historical statement of operations data and
balance sheet data are derived from the consolidated financial statements of
the Company (formerly Monetary Management Corporation) as of December 31, 1991,
1992, 1993 and for the years then ended, as of June 30, 1994 and for the six
months then ended, and as of June 30, 1995 and 1996 and for the years then
ended which have been audited by Ernst & Young LLP, independent auditors. The
summary financial and other data for the three months ended September 30, 1995
and 1996 and for the six months ended June 30, 1993 have been derived from
unaudited interim consolidated financial statements of the Company and, in the
opinion of management, include all adjustments (consisting of normal, recurring
and other adjustments) necessary for a fair presentation of such information
and are not necessarily indicative of the results to be expected for the full
year. This data should be read in conjunction with the consolidated financial
statements and related notes for these periods and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Prospectus. The unaudited condensed combined pro forma income statement
data and other operating data give effect to the Acquisitions and the Offering
and the application of the net proceeds therefrom as if they had occurred at
the beginning of the period presented. The unaudited condensed combined pro
forma balance sheet data give effect to the Acquisitions and the Offering and
the application of the net proceeds therefrom as if they had occurred on July
1, 1995. The condensed combined pro forma financial data are unaudited and do
not purport to represent what the Company's financial position or results of
operations would actually have been if the Acquisitions and the Offering had
occurred on the dates specified and do not project the Company's financial
position or results of operations for any future periods. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PREDECESSOR COMPANY(1)
-------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------- ----------------
1991 1992(2) 1993 1993 1994
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $19,119 $25,405 $28,734 $14,373 $14,676
Store and regional
expenses:
Salaries and benefits.. 6,150 7,811 8,354 4,242 4,266
Occupancy.............. 1,796 2,504 2,578 1,317 1,313
Depreciation........... 809 1,140 1,102 579 483
Other.................. 5,418 7,347 8,139 4,000 4,132
------- ------- ------- ------- -------
Total store and regional
expenses............... 14,173 18,802 20,173 10,138 10,194
Corporate expenses...... 2,067 3,133 4,414 2,358 2,321
Loss (gain) on store
closings and sales..... 171 283 110 -- 36
Other depreciation and
amortization........... 1,763 2,231 1,183 752 319
Recapitalization costs.. 1,432 -- -- -- --
Interest expense........ 2,554 1,744 1,597 847 721
------- ------- ------- ------- -------
Income (loss) before
taxes.................. (3,041) (788) 1,257 278 1,085
Income tax provision
(benefit).............. 33 172 205 78 174
------- ------- ------- ------- -------
Net income (loss)....... $(3,074) $ (960) $ 1,052 $ 200 $ 911
======= ======= ======= ======= =======
Ratio of earnings to
fixed charges(8)....... -- -- 1.6x 1.2x 2.0x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(9)...... $ 2,256 $ 4,610 $ 5,249 $ 2,456 $ 2,644
Adjusted EBITDA
margin(9).............. 11.8% 18.1% 18.3% 17.1% 18.0%
Stores in operation at
end of period.......... 85 107 108 108 109
Pro forma ratio of
Adjusted EBITDA to cash
interest expense.......
Pro forma ratio of total
indebtedness to
Adjusted EBITDA........
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
SUCCESSOR COMPANY(1)
-------------------------------------------------------
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
--------------------------- ---------------------------
PRO FORMA PRO FORMA
1995(3) 1996(4) 1996(6) 1995(4) 1996(5) 1996(7)
------- ------- --------- ------- ------- ---------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $34,834 $42,430 $91,730 $9,741 $13,645 $22,164
Store and regional
expenses:
Salaries and benefits.. 11,042 13,975 28,689 3,245 4,691 6,946
Occupancy.............. 3,122 4,031 9,660 953 1,395 2,383
Depreciation........... 894 893 1,882 246 243 441
Other.................. 9,577 11,709 23,215 2,772 3,648 5,435
------- ------- ------- ------ ------- -------
Total store and regional
expenses............... 24,635 30,608 63,446 7,216 9,977 15,205
Corporate expenses...... 4,414 5,360 8,765 1,309 1,371 2,414
Loss (gain) on store
closings and sales..... 93 4,501 4,504 21 (18) (18)
Other depreciation and
amortization........... 1,630 1,858 4,721 422 659 1,184
Recapitalization costs.. -- -- -- -- -- --
Interest expense........ 2,480 3,385 12,790 759 1,358 3,198
------- ------- ------- ------ ------- -------
Income (loss) before
taxes.................. 1,582 (3,282) (2,496) 14 298 181
Income tax provision
(benefit).............. 1,022 (1,214) (226) 71 246 292
------- ------- ------- ------ ------- -------
Net income (loss)....... $ 560 $(2,068) $(2,270) $ (57) $ 52 (111)
======= ======= ======= ====== ======= =======
Ratio of earnings to
fixed charges(8)....... 1.5x -- -- 1.0x 1.2x 1.1x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(9)...... $ 6,679 $ 7,355 $21,401 $1,462 $ 2,540 $ 4,986
Adjusted EBITDA
margin(9).............. 19.2% 17.3% 23.3% 15.0% 18.6% 22.5%
Stores in operation at
end of period.......... 150 154 426 166 228 426
Pro forma ratio of
Adjusted EBITDA to cash
interest expense....... 1.73x 1.61x
Pro forma ratio of total
indebtedness to
Adjusted EBITDA........ 5.28x
</TABLE>

11
<PAGE>

1991 1992(2) 1993 1993 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C> <C>
CHECK CASHING
DATA:
Face amount of
checks cashed.. $231,173,000 $267,009,000 $307,523,000 $157,219,000 $160,681,000
Number of checks
cashed......... 933,610 1,202,454 1,307,768 648,549 662,855
Average face
amount per
check cashed... $ 247.61 $ 222.05 $ 235.15 $ 242.42 $ 242.41
Average fee per
check.......... $ 6.27 $ 6.59 $ 6.53 $ 6.69 $ 6.78
Average fee as a
% of face
amount......... 2.53% 2.97% 2.78% 2.76% 2.80%
BALANCE SHEET
DATA (AT END OF
PERIOD):
Cash............ $ 9,082 $ 10,380 $ 10,974 $ 8,916 $ 11,023
Total assets.... 31,523 29,379 29,681 28,013 28,607
Total
indebtedness... 17,073 16,969 16,639 16,634 15,832
Shareholder's
equity......... 7,380 5,974 5,708 6,238 6,309
<CAPTION>

SUCCESSOR COMPANY(1)
------------------------------------------------------------------------------------
THREE MONTHS
ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------ ----------------------------------------
PRO FORMA PRO FORMA
1995(3) 1996(4) 1996(6) 1995(4) 1996(5) 1996(7)
------------ ------------ -------------- ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C> <C> <C>
CHECK CASHING
DATA:
Face amount of
checks cashed.. $510,771,000 $728,123,000 $1,893,885,000 $166,984,000 $313,385,000 $507,700,000
Number of checks
cashed......... 2,132,006 3,051,037 7,236,000 686,000 1,090,000 1,810,000
Average face
amount per
check cashed... $ 239.57 $ 238.65 $ 261.73 $ 243.42 $ 287.51 $ 280.50
Average fee per
check.......... $ 6.45 $ 6.65 $ 7.65 $ 6.26 $ 7.10 $ 7.30
Average fee as a
% of face
amount......... 2.69% 2.79% 2.93% 2.57% 2.47% 2.60%
BALANCE SHEET
DATA (AT END OF
PERIOD):
Cash............ $ 19,778 $ 22,545 $ 44,100 $ 25,614 $ 41,784 $ 48,727
Total assets.... 60,687 67,444 161,008 72,945 127,390 165,053
Total
indebtedness... 35,496 42,530 113,005 45,490 74,423 113,068
Shareholder's
equity......... 15,775 13,707 36,222 15,718 37,411 36,369
</TABLE>
- -------
(1) On June 30, 1994, MMH Transit Co. ("MMHT"), a Delaware corporation, was
formed principally by two private equity funds sponsored by WPG, through
the issuance of 15,000 shares of common stock at $1,010.67 per share. Total
consideration was $15.2 million. Pursuant to an Agreement and Plan of
Merger dated as of June 30, 1994 among MMHT, Bear Stearns Acquisition XII,
Inc. (the predecessor majority shareholder of Holdings) and Holdings,
Holdings and MMHT consummated a merger whereby MMHT acquired all of the
outstanding common stock and warrants of Holdings for $10.5 million. MMHT
was merged with and into Holdings, and the separate corporate existence of
MMHT ceased and Holdings was the surviving corporation in the merger. The
acquisition of Holdings on June 30, 1994 was accounted for under the
purchase method of accounting and, accordingly, the acquisition cost was
allocated to the fair value of net assets acquired. The cost of acquiring
Holdings has, in turn, been allocated to the Company and used to establish
a new accounting basis in the Company's financial statements. Approximately
$20.9 million, the acquisition cost in excess of the fair market value of
the net assets acquired, was recorded as goodwill. References to the
Successor refer to the Company for the periods subsequent to the
acquisition on June 30, 1994 and references to the Predecessor refer to the
Company for the periods prior to the acquisition on June 30, 1994. Prior to
the acquisition, the Company maintained a December 31 fiscal year.
Effective with the acquisition, the Company changed its fiscal year to June
30.
(2) In February 1992, the Company acquired certain assets of Almost-A-Banc,
Inc. for $1.8 million. The acquisition was accounted for under the purchase
method of accounting and, accordingly, the operating results of Almost-A-
Banc, Inc. are included from the date of acquisition.
(3) On September 29, 1994, the Company purchased substantially all of the
assets of the check cashing operations of a company operating under the
name "Check Mart, Inc." with 24 locations in Washington, Utah, California,
and New Mexico. Total consideration for the purchase was $7.8 million,
which was funded by borrowings under the Existing Credit Facility and a
$720,000 subordinated note payable. Results of operations and cash flows
for the period from September 30, 1994 to June 30, 1995 and for the year
ended June 30, 1996 are included in the Company's consolidated financial
statements. Approximately $6.7 million, the acquisition cost in excess of
the fair market value of the net assets acquired, was recorded as goodwill.
(4) On September 18, 1995, the Company purchased all of the outstanding stock
or certain assets of several entities which operate 19 check cashing stores
in California, Arizona, Ohio and Wisconsin and operate under the name
"Chex$Cashed." Total consideration for the purchase was $7.4 million, which
was funded through borrowings under the Existing Credit Facility.
Approximately $6.7 million, the excess of the purchase price over the fair
market value of identifiable net assets, was recorded as goodwill.
(5) On August 8, 1996, the Company purchased all of the outstanding common
stock of AnyKind Check Cashing Centers, Inc. which operates 63 check
cashing stores in seven states and the District of Columbia. Total
consideration for the purchase was $31.0 million plus initial working
capital of approximately $6.0 million. On August 28, 1996, the Company
acquired the assets associated with the operations of "ABC Check Cashing"
for $6.0 million in cash. ABC operates approximately 15 check cashing
centers within the Cleveland, Ohio area. The acquisitions were accounted
for under the purchase method of accounting. Approximately $36.5 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. The acquisitions were funded through
borrowings under the Existing Credit Facility and issuance of Holdings
Common Stock.
(6) Assumes that the acquisitions of Chex$Cashed and the Acquisitions occurred
on July 1, 1995, and gives pro forma effect to the consummation of the
Offering and the application of the estimated net proceeds therefrom as if
each had occurred on July 1, 1995.

(7) Assumes that the Acquisitions occurred on July 1, 1995, and gives pro forma
effect to the consummation of the Offering and the application of the net
proceeds therefrom as if it had occurred on July 1, 1995. In connection
with the Offering, the Company wrote off deferred financing costs of
approximately $2.0 million (after tax) related to the Existing Credit
Facility. This extraordinary write-off is reflected in pro forma
Shareholders' Equity at September 30, 1996.
(8) For purposes of the ratio of earnings to fixed charges, (i) earnings
include earnings before income taxes and fixed charges and (ii) fixed
charges consist of interest on all indebtedness, amortization of deferred
financing costs and that portion of rental expense (one-third) that the
Company believes to be representative of interest. The Company's earnings
were insufficient to cover fixed charges by $3.0 million and $788,000 for
the years ended December 31, 1991 and 1992, respectively, by $3.3 million
for the year ended June 30, 1996 and by $2.5 million for the year ended
June 30, 1996 on a pro forma basis.
(9) Adjusted EBITDA is earnings before interest, taxes, depreciation,
amortization, and loss on store closings and sales. Adjusted EBITDA does
not represent cash flows as defined by generally accepted accounting
principles and does not necessarily indicate that cash flows are sufficient
to fund all of the Company's cash needs. Adjusted EBITDA should not be
considered in isolation or as a substitute for net income (loss), cash
flows from operating activities or other measures of liquidity determined
in accordance with generally accepted accounting principles. The Adjusted
EBITDA margin represents Adjusted EBITDA as a percentage of revenues.

12
<PAGE>

RISK FACTORS

Prior to making an investment in the Notes offered hereby, prospective
purchasers should carefully consider all of the information contained in this
Prospectus and, in particular, should evaluate the following risk factors.
Certain statements in this Prospectus that are not factual constitute
"forward-looking statements." Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results of the Company to be materially different from results expressed or
implied by such forward-looking statements. Such risks, uncertainties and
other factors include, but are not limited to, the following:

RISK OF SUBSTANTIAL LEVERAGE; RISK OF INABILITY TO SERVICE OUTSTANDING
INDEBTEDNESS

The Company is highly leveraged. At September 30, 1996, on a pro forma basis
after giving effect to the Acquisitions and the Offering, the Company's total
Indebtedness (excluding trade payables and other accrued liabilities) would
have been $113.1 million and its total shareholder's equity would have been
$36.4 million. The Company's fixed charges in the year ended June 30, 1996, on
a pro forma basis after giving effect to the Acquisitions and the Offering,
would have exceeded its earnings in that year by $2.5 million. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year Ended June 30, 1996 Compared to the Year Ended June 30,
1995." The Company's operating results have been and will continue to be
affected by significant fixed charges related to its Indebtedness. The New
Revolving Credit Facility contains significant financial and operating
covenants, including, among other things, maintenance of certain financial
ratios and restrictions on the ability of the Company to incur Indebtedness,
make capital expenditures, create or permit liens, pay dividends or take
certain other corporate actions. In addition, a breach of certain covenants
under the New Revolving Credit Facility could result in the acceleration of
the Company's payment obligations thereunder. See "Capitalization," "Unaudited
Condensed Combined Pro Forma Financial Statements" and "Description of Certain
Other Indebtedness--New Revolving Credit Facility."

The Company's ability to make scheduled payments of the principal of, or to
pay the interest on, or to refinance, its Indebtedness (including the Notes)
will depend upon its future performance, which, to a certain extent, is
subject to general economic, financial, competitive, legislative, regulatory
and other factors beyond its control. Management believes that, based on
current levels of operations and anticipated improvements in operating
results, cash flows from operations and borrowings available under the New
Revolving Credit Facility will enable the Company to fund its liquidity and
capital expenditure requirements for the forseeable future, including
scheduled payments of interest on the Notes and payments of interest and
principal on the Company's other Indebtedness. There can be no assurance,
however, that the Company's business will generate sufficient cash flow from
operations or that future borrowings will be available under the New Revolving
Credit Facility in an amount sufficient to enable the Company to service its
Indebtedness, including the Notes, or to make anticipated capital
expenditures. It may be necessary for the Company to refinance all or a
portion of the principal of the Notes on or prior to maturity, under certain
circumstances, but there can be no assurance that the Company will be able to
effect such refinancing on commercially reasonable terms or at all. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

The degree to which the Company is leveraged could have material adverse
effects on the Company and the holders of Notes, including, but not limited
to, the following: (i) the Company's ability to obtain additional financing in
the future for acquisitions, working capital, capital expenditures, general
corporate or other purposes may be impaired, (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to debt service and
unavailable for other purposes, (iii) certain of the Company's borrowings may
be at variable rates of interest, which could result in higher interest
expense in the event of increases in interest rates and (iv) the Company is
subject to a variety of restrictive covenants, the failure to comply with
which could result in events of default that, if not cured or waived, could
restrict the Company's ability to make payments of principal of, and interest
on, the Notes. See "Description of Certain Other Indebtedness--New Revolving
Credit Facility" and "Description of Notes."

RISK OF PRIOR CLAIM OF SECURED INDEBTEDNESS

13
<PAGE>

with all senior borrowings, including all borrowings under the New Revolving
Credit Facility. The Subsidiary Guarantees rank pari passu in right of payment
with all existing and future senior Indebtedness of the Guarantors, including
the obligations of the Guarantors under the New Revolving Credit Facility and
any successor credit facility. At September 30, 1996, on a pro forma basis
after giving effect to the Offering and the Acquisitions, the aggregate
principal amount of Indebtedness (excluding trade payables, other accrued
liabilities and the Notes) of the Company and its subsidiaries would have been
approximately $3.1 million, none of which would have ranked effectively senior
to the Notes. The Indenture limits the ability of the Company and its
subsidiaries to incur additional Indebtedness. However, under certain
circumstances, the Company and its subsidiaries will be permitted to incur
secured Indebtedness, including Indebtedness under the New Revolving Credit
Facility. The New Revolving Credit Facility is secured by substantially all of
the assets and property of the Company, including the capital stock of the
Company's subsidiaries. Although the Notes constitute senior obligations of
the Company, the holders of secured Indebtedness would have a prior claim to
the assets securing such Indebtedness. In the event of any insolvency
proceeding involving the Company, the obligations of the Company under the
Notes would be effectively subordinated to any secured Indebtedness of the
Company.

DEPENDENCE ON SUBSIDIARY CASH FLOW

The Company is a holding company that conducts substantially all of its
business operations through its subsidiaries. Consequently, the Company's
operating cash flow and its ability to service its Indebtedness, including the
Notes, is dependent upon the cash flow of its subsidiaries and the payment of
funds by such subsidiaries to the Company in the form of loans, dividends or
otherwise. The Company's subsidiaries are separate and distinct legal entities
apart from the Company and each domestic subsidiary has agreed to guarantee
payment of the Notes on a senior basis. However, the Company's current and
future Canadian subsidiaries, if any, will not be Guarantors. Pro forma for
the Acquisitions, approximately 10.3% and 11.7% of the Company's consolidated
revenues would have been attributable to the operations of its Canadian
subsidiaries for the year ended June 30, 1996 and for the three months ended
September 30, 1996, respectively. The Indenture contains financial and
restrictive covenants that limit the ability of the Company to, among other
things, borrow additional funds, dispose of assets or pay cash dividends. In
addition, the New Revolving Credit Facility is secured by substantially all of
the property, assets and capital stock of the Company's subsidiaries,
including the Guarantors. See "Description of Notes--Certain Covenants" and
"Description of Certain Other Indebtedness--New Revolving Credit Facility."

RECENT RAPID GROWTH; ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY

The Company's expansion strategy, which contemplates the acquisition of
existing check cashing store networks and the development of kiosks within
convenience store chains, is subject to significant risks. The Company's
continued growth is dependent upon a number of factors, including the ability
to hire, train and retain an adequate number of experienced management
employees, the availability of adequate financing for its expansion
activities, the ability to identify attractive acquisition candidates and
acquire such businesses on economically acceptable terms, the ability to
obtain any government permits and licenses that may be required, and other
factors, some of which are beyond the control of the Company. Expansion beyond
the geographic areas where the stores are presently located will increase
demands on the Company's management. There can be no assurance that future
acquisitions will not have a material adverse effect on the Company's
financial condition and results of operations, particularly in the fiscal
quarters immediately following the consummation of such transactions while the
operations of the acquired chains are being integrated into the Company's
operations. Any significant problems with integrating the new stores, or the
failure of the acquired chains to achieve anticipated performance levels,
could adversely affect the Company's results of operations and expansion
plans. In this regard, in February 1995, the Company acquired 19 stores, nine
of which were subsequently closed and ten of which were divested at a loss.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--General--Results of Operations." In addition, there can be no
assurance that the Company will be successful in its effort to reach
agreements with convenience store chains which will enable the Company to
install kiosks in these locations or that such kiosks will be successful. See
"Business--Strategy."

COMPETITION

The check cashing industry is highly fragmented and highly competitive. In
addition, the Company believes that the check cashing market will become more
competitive as the industry consolidates. In addition to other

14
<PAGE>

check cashing stores in the U.S. and Canada, the Company competes with banks
and other financial services entities and retail businesses that cash checks,
sell money orders, provide money transfer services or offer other products and
services offered by the Company. Some of the Company's competitors have larger
and more established customer bases and substantially greater financial,
marketing and other resources than the Company. See "Business--Competition."

RISK OF TERMINATION OF GOVERNMENT CONTRACTS

The Company provides support and operating services for the distribution of
public assistance benefits through government contracts in several states. On
a historical basis, revenues from government services accounted for
approximately 37.6% and 27.0% of the Company's total revenues for the year
ended June 30, 1996 and three months ended September 30, 1996, respectively.
Generally, each of these government contracts is subject to termination by the
respective governmental agency upon anywhere from 30 days to 270 days' notice.
Termination of such government contracts or the failure of one or more such
governmental bodies to renew their contracts with the Company could have a
material adverse effect upon the Company's business. See "Business--Products
and Services--Retail Stores Division--Government Benefits Distribution."

RISK OF TECHNOLOGICAL OBSOLESCENCE

The Company derives the majority of its revenues from fees associated with
the cashing of payroll, government and personal checks. Recently, there has
been increasing penetration of electronic banking services into the check
cashing industry, including direct deposit of payroll checks and electronic
transfer of government benefits. To the extent that checks are replaced with
such electronic transfers, demand for the Company's services could decrease,
which could have a material adverse effect upon the Company's business,
financial condition and results of operations.

SEASONALITY

The Company's business is seasonal due to the impact of several tax-related
services, including cashing tax refund checks, making electronic tax filings
and processing applications for refund anticipation loans. Historically, the
Company has generally experienced its highest revenues and earnings during its
third fiscal quarter ending March 31 when revenues from these tax-related
services peak. Due to the seasonality of the Company's business, therefore,
results of operations for any fiscal quarter are not necessarily indicative of
the results that may be achieved for the full fiscal year. In addition to
seasonal fluctuations, quarterly results of operations depend significantly
upon the timing and amount of revenues and expenses associated with the
addition of new stores. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Seasonality."

GOVERNMENT REGULATION

The Company's business is subject to numerous state and certain federal laws
and regulations, including those governing consumer protection and lending
practices (such as truth in lending and usury laws), which are subject to
change. An adverse change in or interpretation of existing laws or
regulations, the promulgation of any new laws or regulations, or the failure
to comply with any of such laws and regulations could have an adverse effect
on the Company's business and its financial condition.

Check cashing fees are regulated at the state level, if at all. The Company
is currently subject to fee regulation in two states, Ohio and California,
where regulations set maximum fees for cashing various types of checks in an
attempt to prevent usurious pricing practices. Several other states into which
the Company may expand also impose maximum fees for check cashing. There are
currently no federal regulations governing check cashing fees.

In addition to the regulation of fees, the Company is also subject to state
prompt remittance statutes in California and Maryland which require the
reporting of certain currency transactions. Any additional regulations

15
<PAGE>

in states in which the Company now operates or will operate in the future
could decrease the amount of time that the Company may hold funds collected
from the sale of money orders. Such regulation would have the effect of
limiting the number of days or "float" which the Company has use of the money
from the sale of such money orders, thereby increasing the Company's need for
working capital.

In Canada, the federal government does not directly regulate the check
cashing industry nor do provincial governments impose any regulations specific
to the industry. The exception is in the Province of Quebec, where check
cashing stores are not permitted to charge a fee to cash government checks.

The adoption of check cashing fee regulations and prompt remittance statutes
in additional jurisdictions or the reduction of maximum allowable fees in the
jurisdictions currently regulating check cashing could have a material adverse
effect on the Company's business and could restrict the ability of the Company
to expand its operations into certain states. As the Company develops new
products and services in the insurance and consumer finance areas, it may
become subject to additional federal and state regulations governing those
areas.

In addition, there can be no assurance that the Company will not be
materially adversely affected by legislation or regulations enacted in the
future or that amendments to existing regulations will not restrict the
ability of the Company to continue its current methods of operations or to
expand its operations. See "Business--Regulation."

INHERENT RISKS OF CASH BUSINESS

Since the Company's business requires it to maintain a significant supply of
cash in each of its stores, the Company is subject to the risk of cash
shortages resulting from employee errors and from theft. Although the Company
has implemented various programs to reduce these risks, has insurance coverage
for theft and provides security for its employees and facilities, there can be
no assurance that these risks will be eliminated. See "Business--Store
Operations--Security." For the year ended June 30, 1996 and the three months
ended September 30, 1996, cash shortages at the store level totaled 0.7% and
0.7% of revenues, respectively. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--General--Results of
Operations."

DEPENDENCE ON KEY PERSONNEL

The success of the Company's business is highly dependent upon the members
of the senior management of the Company. The loss of the services of one or
more of them could have a material adverse effect upon the Company's business
and development. The Company has employment agreements with Jeffrey Weiss, its
Chairman, Chief Executive Officer and President, and Donald Gayhardt, its
Executive Vice President and Chief Financial Officer. These agreements, which
continue until June 30, 1999, each have a non-competition provision which
extends for a period of two years in the case of Mr. Weiss and a period of one
year in the case of Mr. Gayhardt following termination of the respective
agreement. The Company's continued growth also will depend upon its ability to
attract and retain additional skilled management personnel. See "Management--
Employment Agreements."

RISK OF ADVERSE INTERESTS OF CONTROL PERSONS

As of September 30, 1996, approximately 59.5% of Holdings Common Stock was
beneficially owned by affiliates of WPG. The holders of a majority of Holdings
Common Stock can, indirectly, elect all of the directors of the Company and
approve or disapprove certain fundamental corporate transactions, including
mergers and the sale of substantially all of the Company's assets. By reason
of such stock ownership, WPG may have interests which could be in conflict
with the holders of the Notes. In addition, pursuant to a Shareholders
Agreement entered into on August 8, 1996, certain of Holdings' shareholders
have veto rights over significant corporate transactions. See "Management" and
"Certain Relationships and Related Transactions--Shareholders Agreement."

16
<PAGE>

RISK OF CHANGE OF CONTROL

The Indenture provides that, upon the occurrence of any Change of Control,
the Company will be required to make a Change of Control Offer (as defined) to
purchase all of the Notes issued and then outstanding under the Indenture at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase. The New Revolving Credit
Facility prohibits the Company from purchasing any Notes prior to their stated
maturity and also will provide that certain Change of Control events would
constitute a default thereunder. In addition, any future credit or other
borrowing agreements may contain similar restrictions. Finally, the Company's
ability to pay cash to the holders of Notes upon a repurchase may be limited
by the Company's then existing financial resources. See "Description of
Certain Other Indebtedness--New Revolving Credit Facility" and "Description of
Notes--Repurchase at the Option of Holders--Change of Control."

If a Change of Control were to occur, it is unlikely that the Company would
be able to both repay all of its obligations under the New Revolving Credit
Facility and repay other Indebtedness that would become payable upon the
occurrence of such Change of Control, unless it could obtain alternate
financing. There can be no assurance that the Company would be able to obtain
any such financing on commercially reasonable terms or at all, and
consequently no assurance can be given that the Company would be able to
purchase any of the Notes tendered pursuant to a Change of Control Offer. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities law and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control, and the Company will not be in
violation of the Indenture by reason of any act required by such rule or other
applicable law.

FRAUDULENT CONVEYANCE; POSSIBLE INVALIDITY OF SUBSIDIARY GUARANTEES

Under applicable provisions of the United States Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance laws, if the
Company, at the time it issues the Notes, or any one of the Guarantors, at the
time it issues its Subsidiary Guarantee, (a) incurs such Indebtedness with the
intent to hinder, delay or defraud creditors, or (b)(i) receives less than
reasonably equivalent value or fair consideration for incurring such
Indebtedness and (ii)(A) is insolvent at the time of the incurrence, (B) is
rendered insolvent by reason of such incurrence (after the application of the
proceeds of the Offering), (C) is engaged or is about to engage in a business
or transaction for which the assets that will remain with the Company or such
Guarantor constitute unreasonably small capital to carry on its business, or
(D) intends to incur, or believes that it will incur, debts beyond its ability
to pay such debts as they mature, then, in each such case, a court of
competent jurisdiction could avoid, in whole or in part, the Notes or such
Subsidiary Guarantee. The measure of insolvency for purposes of the foregoing
will vary depending upon the law applied in such case. Generally, however, the
Company or any Guarantor would be considered insolvent if the sum of its
debts, including contingent liabilities, was greater than all of its assets at
fair valuation or if the present fair saleable value of its assets was less
than the amount that would be required to pay the probable liability on its
existing debts, including contingent liabilities, as they become absolute and
matured.

To the extent any Subsidiary Guarantee were to be avoided as a fraudulent
conveyance or held unenforceable for any other reason, holders of the Notes
would cease to have any claim in respect of such Guarantor and would be
creditors solely of the Company and any Guarantor whose Subsidiary Guarantee
was not avoided or held unenforceable. In such event, the claims of the
holders of the Notes against the issuer of an invalid Subsidiary Guarantee
would be subject to the prior payment of all other liabilities of such
Guarantor. There can be no assurance that, after providing for all prior
claims, there would be sufficient assets to satisfy the claims of the holders
of the Notes relating to any avoided Subsidiary Guarantee.

Based upon financial and other information currently available to it, the
Company believes that, for purposes of the United States Bankruptcy Code and
state fraudulent transfer or conveyance laws, (a) the Notes and the Subsidiary
Guarantees are being issued without the intent to hinder, delay or defraud
creditors and for proper purposes and in good faith, (b) the Company and the
Guarantors have received reasonably equivalent value or fair consideration for
incurring such Indebtedness and (c) the Company and the Guarantors, after the
issuance of the Notes and the Subsidiary Guarantees and the application of the
net proceeds of the Notes, will be solvent, will have sufficient capital for
carrying on their respective businesses and will be able to pay their
respective

17
<PAGE>

debts as they mature. There can be no assurance, however, that a court passing
on such questions would agree with the Company's view. See "--Substantial
Leverage; Ability to Service Outstanding Indebtedness," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Description of Notes" and "Description of Certain Other Indebtedness--New
Revolving Credit Facility."

LACK OF PUBLIC MARKET

The New Notes are being offered to the Holders of the Old Notes. The Old
Notes constitute a new class of securities with no established trading market.
The Old Notes are eligible for trading in the Private Offerings, Resales and
Trading through Automated Linkages ("PORTAL") market. To the extent that Old
Notes are tendered and accepted in the Exchange Offer, the trading market for
the remaining untendered Old Notes could be adversely affected. There is no
existing trading market for the New Notes, and there can be no assurance
regarding the future development of a market for the New Notes, or the ability
of Holders of the New Notes to sell their New Notes or the price at which such
Holders may be able to sell their New Notes. If such a market were to develop,
the New Notes could trade at prices that may be higher or lower than their
principal amount or purchase price, depending on many factors, including
prevailing interest rates, the Company's operating results and the market for
similar securities. Each Initial Purchaser has advised the Company that it
currently intends to make a market in the New Notes. The Initial Purchasers
are not obligated to do so, however, and any market-making with respect to the
New Notes may be discontinued at any time without notice. Therefore, there can
be no assurance as to the liquidity of any trading market for the New Notes or
that an active public market for the New Notes will develop. The Company does
not intend to apply for listing or quotation of the New Notes on any
securities exchange or stock market.

Historically, the market for noninvestment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. There can be no assurance that the market for the New Notes will
not be subject to similar disruptions. Any such disruptions may have an
adverse effect on Holders of the New Notes.

CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the provisions
in the Indenture regarding transfer and exchange of the Old Notes and the
restrictions on transfer of such Old Notes as set forth in the legend thereon
as a consequence of the issuance of the Old Notes pursuant to exemptions from,
or in transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In general, the Old Notes
may not be offered or sold, unless registered under the Securities Act and
applicable state securities laws. The Company does not currently anticipate
that it will register Old Notes under the Securities Act. See "Description of
the Notes--Exchange Offer; Registration Rights." Based on interpretations by
the staff of the SEC, as set forth in no-action letters issued to third
parties, the Company believes that New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold or otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course or such holders' business and such holders, other than
broker-dealers, have no arrangement or understanding with any person to
participate in the distribution of such New Notes. However, the SEC has not
considered the Exchange Offer in the context of a no-action letter and there
can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in such other
circumstances. Each Holder, other than a broker-dealer, must acknowledge that
it is not engaged in, and does not intend to engage in, a distribution of such
New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. If any Holder is an affiliate of the Company or is
engaged in or intends to engage in or has any arrangement or understanding
with respect to the distribution of the New Notes to be acquired pursuant to
the Exchange Offer, such Holder (i) may not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account in exchange for Old Notes pursuant to the Exchange
Offer must acknowledge

18
<PAGE>

that such Old Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities and that it will deliver a
prospectus in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Notes received in exchange for Old Notes where such Old
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Company has agreed that, for a
period of 180 days after the Expiration Date, it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution." In addition, to comply with the securities laws of
certain jurisdictions, if applicable, the New Notes may not be offered or sold
unless they have been registered or qualified for sale in such jurisdictions
or an exemption from registration or qualification is available and is
complied with. The Company has agreed, pursuant to the Registration Rights
Agreement, subject to certain limitations specified therein, to register or
qualify the New Notes for offer or sale under the securities laws of such
jurisdiction as any holder reasonably requests in writing. Unless a holder so
requests, the Company does not currently intend to register or qualify the
sale of the New Notes in any such jurisdictions. See "The Exchange Offer."

19
<PAGE>

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of September 30, 1996 (i) on a historical basis and (ii) as
adjusted to give pro forma effect to the Offering and the application of the
net proceeds therefrom (including the Acquisitions). This table should be read
in conjunction with the consolidated financial statements of the Company and
the notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
----------------------
PRO FORMA
HISTORICAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Total Indebtedness (including current portion):
Existing Credit Facility.......................... $ 71,355 $ --
New Revolving Credit Facility..................... -- -- (1)
10 7/8% Senior Notes due 2006 .................... -- 110,000
Other............................................. 3,068 3,068
-------- --------
Total Indebtedness.............................. 74,423 113,068
-------- --------
Shareholder's Equity................................ 37,411 36,369(2)
-------- --------
Total Capitalization............................ $111,834 $149,437
======== ========
</TABLE>
- --------
(1) Simultaneously with the consummation of the Offering, the Company entered
into a New Revolving Credit Facility that provides for maximum borrowings
of $25.0 million. No borrowings are reflected as outstanding as of
September 30, 1996 on a pro forma as adjusted basis since proceeds from
the Offering are assumed to be sufficient to repay all of the Company's
existing Indebtedness and to finance the Acquisitions.
(2) Pro forma as adjusted shareholder's equity reflects an extraordinary net
loss of approximately $2.0 million resulting from the write-off of
deferred financing costs. The net loss is calculated as of September 30,
1996 without regard to amortization after September 30, 1996. Also
reflected in shareholder's equity is a capital contribution from Holdings
following the issuance of Holdings Common Stock to the sellers of Money
Mart totaling $500,000 and Cash-N-Dash totaling $500,000.

20
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The selected consolidated historical financial information below should be
read in conjunction with the consolidated financial statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Prospectus. The balance
sheet and statement of operations data of the Company as of and for the years
ended December 31, 1991, 1992, 1993 and as of and for the six months ended
June 30, 1994 (the "Predecessor") and as of and for the years ended June 30,
1995 and 1996 (the "Successor") have been derived from historical consolidated
financial statements of the Company audited by Ernst & Young LLP, independent
auditors. The selected consolidated operating data and other data presented
below for the six months ended June 30, 1993 and for the three month periods
ended September 30, 1995 and 1996, and the consolidated balance sheet data
presented below as of September 30, 1996 have been derived from the unaudited
consolidated financial statements of the Company and its subsidiaries included
elsewhere herein. In the opinion of management, the unaudited consolidated
financial statements for the interim periods include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the results for such periods. The results of operations for the three months
ended September 30, 1996 are not necessarily indicative of the results to be
expected for the full fiscal year.

<TABLE>
<CAPTION>
PREDECESSOR COMPANY(1)
--------------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1991 1992(2) 1993 1993 1994
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing............... $ 5,855 $ 7,922 $ 8,538 $ 4,338 $ 4,496
Revenues from
government services... 10,857 13,662 16,689 8,265 8,537
Other revenues......... 2,407 3,821 3,507 1,770 1,643
------------ ------------ ------------ ------------ ------------
Total revenues.......... 19,119 25,405 28,734 14,373 14,676
Store and regional
expenses:
Salaries and benefits.. 6,150 7,811 8,354 4,242 4,266
Occupancy.............. 1,796 2,504 2,578 1,317 1,313
Depreciation........... 809 1,140 1,102 579 483
Other.................. 5,418 7,347 8,139 4,000 4,132
------------ ------------ ------------ ------------ ------------
Total store and regional
expenses............... 14,173 18,802 20,173 10,138 10,194
Corporate expenses...... 2,067 3,133 4,414 2,358 2,321
Loss (gain) on store
closings and sales..... 171 283 110 -- 36
Other depreciation and
amortization........... 1,763 2,231 1,183 752 319
Recapitalization costs.. 1,432 -- -- -- --
Interest expense........ 2,554 1,744 1,597 847 721
------------ ------------ ------------ ------------ ------------
Income (loss) before
taxes.................. (3,041) (788) 1,257 278 1,085
Income tax provision
(benefit).............. 33 172 205 78 174
------------ ------------ ------------ ------------ ------------
Net income (loss)....... $ (3,074) $ (960) $ 1,052 $ 200 $ 911
============ ============ ============ ============ ============
Ratio of earnings to
fixed charges(6)....... -- -- 1.6x 1.2x 2.0x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(7)...... $ 2,256 $ 4,610 $ 5,249 $ 2,456 $ 2,644
Adjusted EBITDA
margin(7).............. 11.8% 18.1% 18.3% 17.1% 18.0%
Stores in operation at
end of period.......... 85 107 108 108 109
CHECK CASHING DATA:
Face amount of checks
cashed................. $231,173,000 $267,009,000 $307,523,000 $157,219,000 $160,681,000
Number of checks
cashed................. 933,610 1,202,454 1,307,768 648,549 662,855
Average face amount per
check cashed........... $ 247.61 $ 222.05 $ 235.15 $ 242.42 $ 242.41
Average fee per check... $ 6.27 $ 6.59 $ 6.53 $ 6.69 $ 6.78
Average fee as a % of
face amount............ 2.53% 2.97% 2.78% 2.76% 2.80%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 9,082 $ 10,380 $ 10,974 $ 8,916 $ 11,023
Total assets............ 31,523 29,379 29,681 28,013 28,607
Total indebtedness...... 17,073 16,969 16,639 16,634 15,832
Shareholder's equity.... 7,380 5,974 5,708 6,238 6,309
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
SUCCESSOR COMPANY(1)
------------------------------------------------------
THREE MONTHS
ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
-------------------------- --------------------------
1995(3) 1996(4) 1995(4) 1996(5)
------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT CHECK CASHING DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing............... $ 13,747 $ 20,290 $ 4,297 $ 7,732
Revenues from
government services... 16,966 15,936 4,036 3,684
Other revenues......... 4,121 6,204 1,408 2,229
------------ ------------ ------------ ------------
Total revenues.......... 34,834 42,430 9,741 13,645
Store and regional
expenses:
Salaries and benefits.. 11,042 13,975 3,245 4,691
Occupancy.............. 3,122 4,031 953 1,395
Depreciation........... 894 893 246 243
Other.................. 9,577 11,709 2,772 3,648
------------ ------------ ------------ ------------
Total store and regional
expenses............... 24,635 30,608 7,216 9,977
Corporate expenses...... 4,414 5,360 1,309 1,371
Loss (gain) on store
closings and sales..... 93 4,501 21 (18)
Other depreciation and
amortization........... 1,630 1,858 422 659
Recapitalization costs.. -- -- -- --
Interest expense........ 2,480 3,385 759 1,358
------------ ------------ ------------ ------------
Income (loss) before
taxes.................. 1,582 (3,282) 14 298
Income tax provision
(benefit).............. 1,022 (1,214) 71 246
------------ ------------ ------------ ------------
Net income (loss)....... $ 560 $ (2,068) $ (57) $ 52
============ ============ ============ ============
Ratio of earnings to
fixed charges(6)....... 1.5x -- 1.0x 1.2x
OPERATING AND OTHER
DATA:
Adjusted EBITDA(7)...... $ 6,679 $ 7,355 $ 1,462 $ 2,540
Adjusted EBITDA
margin(7).............. 19.2% 17.3% 15.0% 18.6%
Stores in operation at
end of period.......... 150 154 166 228
CHECK CASHING DATA:
Face amount of checks
cashed................. $510,771,000 $728,123,000 $166,984,000 $313,385,000
Number of checks
cashed................. 2,132,006 3,051,037 686,000 1,090,000
Average face amount per
check cashed........... $ 239.57 $ 238.65 $ 243.42 $ 287.51
Average fee per check... $ 6.45 $ 6.65 $ 6.26 $ 7.10
Average fee as a % of
face amount............ 2.69% 2.79% 2.57% 2.47%
BALANCE SHEET DATA (AT
END OF PERIOD):
Cash.................... $ 19,778 $ 22,545 $ 25,614 $ 41,784
Total assets............ 60,687 67,444 72,945 127,390
Total indebtedness...... 35,496 42,530 45,490 74,423
Shareholder's equity.... 15,775 13,707 15,718 37,411
</TABLE>

22
<PAGE>

- --------
(1) On June 30, 1994, MMHT, a Delaware corporation, was formed principally by
two private equity funds sponsored by WPG, through the issuance of 15,000
shares of common stock at $1,010.67 per share. Total consideration was
$15.2 million. Pursuant to an Agreement and Plan of Merger dated as of
June 30, 1994 among MMHT, Bear Stearns Acquisition XII, Inc. (the
predecessor majority shareholder of Holdings) and Holdings, Holdings and
MMHT consummated a merger whereby MMHT acquired all of the outstanding
common stock and warrants of Holdings for $10.5 million. MMHT was merged
with and into Holdings and the separate corporate existence of MMHT ceased
and Holdings was the surviving corporation in the merger. The acquisition
of Holdings on June 30, 1994 was accounted for under the purchase method
of accounting and, accordingly, the acquisition cost was allocated to the
fair value of net assets acquired. The cost of acquiring Holdings has, in
turn, been allocated to the Company and used to establish a new accounting
basis in the Company's financial statements. Approximately $20.9 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. References to the Successor refer to
the Company for the periods subsequent to the acquisition on June 30, 1994
and references to the Predecessor refer to the Company for the periods
prior to the acquisition on June 30, 1994. Prior to the acquisition, the
Company maintained a December 31 fiscal year. Effective with the
acquisition, the Company changed its fiscal year to June 30.
(2) In February 1992, the Company acquired certain assets of Almost-A-Banc,
Inc. for $1.8 million. The acquisition was accounted for under the
purchase method of accounting and, accordingly, the operating results of
Almost-A-Banc, Inc. are included from the date of acquisition.
(3) On September 29, 1994, the Company purchased substantially all of the
assets of the check cashing operations of a company operating under the
name "Check Mart, Inc." with 24 locations in Washington, Utah, California,
and New Mexico. Total consideration for the purchase was $7.8 million,
which was funded by borrowings under the Existing Credit Facility and a
$720,000 subordinated note payable. Results of operations and cash flows
for the period from September 30, 1994 to June 30, 1995 and for the year
ended June 30, 1996 are included in the Company's consolidated financial
statements. Approximately $6.7 million, the acquisition cost in excess of
the fair market value of the net assets acquired, was recorded as
goodwill.
(4) On September 18, 1995, the Company purchased all of the outstanding stock
or certain assets of several entities which operate 19 check cashing
stores in California, Arizona, Ohio and Wisconsin and operate under the
name "Chex$Cashed." Total consideration for the purchase was $7.4 million,
which was funded through borrowings under the Existing Credit Facility.
Approximately $6.7 million, the excess of the purchase price over the fair
market value of identifiable net assets, was recorded as goodwill.
(5) On August 8, 1996, the Company purchased all of the outstanding common
stock of AnyKind Check Cashing Centers, Inc. which operates 63 check
cashing stores in seven states and the District of Columbia. Total
consideration for the purchase was $31.0 million plus initial working
capital of approximately $6.0 million. On August 28, 1996, the Company
acquired the assets associated with the operations of "ABC Check Cashing"
for $6.0 million in cash. ABC operates approximately 15 check cashing
centers within the Cleveland, Ohio area. The acquisitions were accounted
for under the purchase method of accounting. Approximately $36.5 million,
the acquisition cost in excess of the fair market value of the net assets
acquired, was recorded as goodwill. The acquisitions were funded through
borrowings under the Existing Credit Facility and issuance of Holdings
Common Stock.
(6) For purposes of the ratio of earnings to fixed charges, (i) earnings
include earnings before income taxes and fixed charges and (ii) fixed
charges consist of interest on all indebtedness, amortization of deferred
financing costs and that portion of rental expense (one-third) that the
Company believes to be representative of interest. The Company's earnings
were insufficient to cover fixed charges by $3.0 million and $788,000 for
the years ended December 31, 1991 and 1992, respectively, and by $3.3
million for the year ended June 30, 1996.
(7) Adjusted EBITDA is earnings before interest, taxes, depreciation,
amortization, and loss on store closings and sales. Adjusted EBITDA does
not represent cash flows as defined by generally accepted accounting
principles and does not necessarily indicate that cash flows are
sufficient to fund all of the Company's cash needs. Adjusted EBITDA should
not be considered in isolation or as a substitute for net income (loss),
cash flows from operating activities or other measures of liquidity
determined in accordance with generally accepted accounting principles.
The Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of
revenues.

23
<PAGE>

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

The unaudited condensed combined pro forma statements of income for the
fiscal year ended June 30, 1996 and for the three months ended September 30,
1996 set forth herein give effect to the Acquisitions as if the Acquisitions
and the acquisition of Chex$Cashed (acquired in September 1995) had occurred
as of July 1, 1995. The unaudited condensed combined pro forma statements of
income also give effect to the use of the net proceeds of $105.7 million from
the Offering and the net proceeds of $21.7 million from the Equity Transaction
as if such transactions had occurred on July 1, 1995. For a description of the
Acquisitions and the Equity Transaction, see "Prospectus Summary--The
Acquisitions." For a description of the Offering, see the cover page of this
Prospectus. See notes to the unaudited condensed combined pro forma financial
statements for further explanation of these transactions.

The unaudited condensed combined pro forma balance sheet as of September 30,
1996 set forth herein gives effect to the Acquisitions and the Offering as if
such transactions had occurred on September 30, 1996.

The unaudited condensed combined pro forma financial statements are not
necessarily indicative of what the Company's results of operations and balance
sheet would have been had the Acquisitions, the Equity Transaction and the
Offering been consummated at the indicated dates, nor are they necessarily
indicative of the Company's results of operations and balance sheet for any
future period. The unaudited condensed combined pro forma financial statements
should be read in conjunction with the consolidated financial statements and
related notes thereto included elsewhere in this Prospectus.

24
<PAGE>

UNAUDITED CONDENSED COMBINED PRO FORMA INCOME
STATEMENT AND OTHER OPERATING DATA FOR THE
FISCAL YEAR ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)

ADJUSTMENTS
FOR
HISTORICAL(A) ACQUISITIONS,
----------------------------------------------------------------- EQUITY PRO
TRANSACTION FORMA
MONEY AND THE AS
DFG CHEX$CASHED ANYKIND ABC MART(C) CASH-N-DASH C&C OFFERING ADJUSTED
------- ----------- ------- ------ ------- ----------- ------ ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Revenues......... $42,430 $1,269 $22,748 $4,807 $9,413 $6,232 $4,831 $ -- $91,730
Store and
regional
expenses:
Salaries and
benefits....... 13,975 441 6,757 1,564 2,233 1,837 1,882 -- 28,689
Occupancy....... 4,031 160 2,602 620 737 811 699 -- 9,660
Depreciation.... 893 12 201 156 295 129 196 -- 1,882
Other........... 11,709 229 5,624 1,072 2,243 1,119 1,219 -- 23,215
------- ------ ------- ------ ------ ------ ------ ------- -------
Total store and
regional
expenses........ 30,608 842 15,184 3,412 5,508 3,896 3,996 -- 63,446
Corporate
expenses........ 5,360 544 4,827 1,141 3,573 839 910 (8,429)(d) 8,765
Loss on store
closings and
sales........... 4,501(a) -- -- 3 -- -- -- -- 4,504
Other
depreciation and
amortization.... 1,858 1 7 34 68 57 21 2,675 (e) 4,721
Interest ex-
pense........... 3,385 27 509 129 174 83 53 8,430 (f) 12,790
------- ------ ------- ------ ------ ------ ------ ------- -------
Income (loss)
before income
taxes........... (3,282) (145) 2,221 88 90 1,357 (149) (2,676) (2,496)
Income tax
(benefit)
provision ...... (1,214)(g) (40) 639 2 18 26 (6) 349 (h) (226)
------- ------ ------- ------ ------ ------ ------ ------- -------
Net income
(loss).......... $(2,068) $ (105) $ 1,582 $ 86 $ 72 $1,331 $ (143) $(3,025) $(2,270)
======= ====== ======= ====== ====== ====== ====== ======= =======
Pro forma ratio
of earnings to
fixed
charges(i)...... --
Pro forma
Adjusted
EBITDA.......... $21,401
Pro forma ratio
of Adjusted
EBITDA to cash
interest
expense......... 1.73x
</TABLE>

25
<PAGE>

UNAUDITED CONDENSED COMBINED PRO FORMA INCOME
STATEMENT AND OTHER OPERATING DATA FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL(B) ADJUSTMENTS
------------------------------------------------------ FOR
ACQUISITIONS, PRO
MONEY AND THE FORMA AS
DFG ANYKIND ABC MART(C) CASH-N-DASH C&C OFFERING ADJUSTED
------- -------- ---- ------- ----------- ------ ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Revenues................ $13,645 $ 2,571 $727 $2,588 $1,386 $1,247 $ -- $22,164
Store and regional
expenses: --
Salaries and benefits.. 4,691 518 (1) 237 581 421 498 -- 6,946
Occupancy.............. 1,395 291 99 209 207 182 -- 2,383
Depreciation........... 243 36 25 70 32 35 -- 441
Other.................. 3,648 722 190 409 202 264 -- 5,435
------- -------- ---- ------ ------ ------ ------ -------
Total store and regional
expenses............... 9,977 1,567 551 1,269 862 979 -- 15,205
Corporate expenses...... 1,371 2,032 182 1,240 165 177 (2,753)(d) 2,414
Gain on store closings
and sales.............. (18) -- -- -- -- -- -- (18)
Other depreciation and
amortization........... 659 1 4 20 -- 6 494 (e) 1,184
Interest expense........ 1,358 8 5 37 19 11 1,760 (f) 3,198
------- -------- ---- ------ ------ ------ ------ -------
Income (loss) before
income taxes........... 298 (1,037) (15) 22 340 74 499 (f) 181
Income tax provision.... 246 6 -- -- 5 -- 35 (h) 292
------- -------- ---- ------ ------ ------ ------ -------
Net income (loss)....... $ 52 $ (1,043) $(15) $ 22 $ 335 $ 74 $ 464 $ (111)
======= ======== ==== ====== ====== ====== ====== =======
Pro forma ratio of earn-
ings to fixed charges.. 1.1x
Pro forma Adjusted
EBITDA................. $ 4,986
Pro forma ratio of
Adjusted EBITDA to cash
interest
expense................ 1.61x
</TABLE>

26
<PAGE>

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
AS ADJUSTED
AS ADJUSTED FOR FOR THE
THE SALE OF THE MONEY OFFERING AND THE
DFG NOTES(J) REFINANCING(J) MART(K) CASH-N-DASH(K) C&C(K) ACQUISITIONS(K)
-------- --------------- -------------- -------- -------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equiva-
lents.................. $ 41,784 $105,675 (71,355) $(17,577) $(6,200) $(3,600) $ 48,727
Accounts receivable..... 5,098 -- -- -- -- -- 5,098
Properties and equip-
ment, net.............. 4,710 -- -- 1,304 520 478 7,012
Intangible assets....... 68,333 -- -- 16,803 6,195 3,137 94,468
Prepaid expenses and
other
assets................. 7,465 4,325 (2,042) -- -- -- 9,748
-------- -------- -------- -------- ------- ------- --------
Total assets.......... $127,390 $110,000 $(73,397) $ 530 $ 515 $ 15 $165,053
======== ======== ======== ======== ======= ======= ========
LIABILITIES AND
SHAREHOLDER'S EQUITY:
Accounts payable and ac-
crued expenses......... $ 15,556 $ -- $ -- $ 30 $ 15 $ 15 $ 15,616
Revolving credit facili-
ty..................... 6,077 -- (6,077) -- -- -- --
Long-term debt and sub-
ordinated notes pay-
able................... 68,346 -- (65,278) -- -- -- 3,068
10 7/8% Senior Notes due
2006................... -- 110,000 -- -- -- -- 110,000
Shareholder's equity.... 37,411 -- (2,042) 500 500 -- 36,369
-------- -------- -------- -------- ------- ------- --------
Total liabilities and
shareholder's equi-
ty................... $127,390 $110,000 $(73,397) $ 530 $ 515 $ 15 $165,053
======== ======== ======== ======== ======= ======= ========
</TABLE>

27
<PAGE>

NOTES TO UNAUDITED CONDENSED COMBINED
PRO FORMA FINANCIAL DATA

ACQUISITIONS

As indicated below, the Company has made the following acquisitions since
July 1995:

<TABLE>
<CAPTION>
DATE OF PURCHASE
BUSINESS PURCHASE PRICE
-------- -------- -------------
<S> <C> <C>
Chex$Cashed........................................... 9/95 $ 7.4 million
AnyKind .............................................. 8/96 31.0 million
ABC .................................................. 8/96 6.0 million
Money Mart ........................................... 11/96 17.7 million
Cash-N-Dash .......................................... 11/96 7.3 million
C&C................................................... 11/96 3.8 million
</TABLE>

The acquisitions of AnyKind and ABC were funded in part through the Equity
Transaction, the issuance of $2.0 million of Holdings Common Stock to the
selling shareholders of AnyKind and additional borrowings of $35.0 million
under the Existing Credit Facility.

The aforementioned purchase prices for Cash-N-Dash and C&C include
contingent payments to the sellers of up to $750,000 payable over four years
for Cash-N-Dash and up to $300,000 payable over three years for C&C based on
future revenues of the Company.

The acquisition of ABC was made through the acquisition of assets and the
assumption of certain liabilities, while the acquisitions of Chex$Cashed and
AnyKind were made through the purchase of substantially all of the outstanding
common stock of each company. Each acquisition was accounted for under the
purchase method of accounting and all of the pending acquisitions will be
accounted for under the purchase method of accounting.

The pro forma results of operations adjustments for the year ended June 30,
1996 and for the three months ended September 30, 1996 are those necessary to
reflect the Company's net income as if the Acquisitions, the Equity
Transaction and the Offering had taken place as of July 1, 1995. The pro forma
balance sheet includes adjustments to reflect the Acquisitions, the Equity
Transaction and the Offering as if they had occurred on September 30, 1996.

The pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable. The unaudited
pro forma financial statement data are provided for informational purposes
only and do not purport to be indicative of the Company's results of
operations that would actually have been obtained had such acquisitions been
completed as of July 1, 1995, or that may be obtained in the future. They
should be read in conjunction with the audited historical consolidated
financial statements and related notes thereto of the Company, AnyKind, Money
Mart and Cash-N-Dash and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus.

OFFERING

The Company has implemented a financing plan which includes the Offering
with gross proceeds of $110.0 million and the establishment of the New
Revolving Credit Facility, which provides the Company with up to $25.0 million
of availability. The proceeds of the Offering, together with borrowings under
the New Revolving Credit Facility, were used to repay all outstanding
Indebtedness of $65.3 million under the Existing Credit Facility, to fund the
cash purchase price, including initial working capital and fees and expenses,
of the Money Mart, Cash-N-Dash and C&C acquisitions of $28.8 million, and to
pay related fees and expenses of the Offering of $4.3 million. The repayment
of all of the Company's existing Indebtedness under the Existing Credit
Facility

28
<PAGE>

resulted in an extraordinary loss, net of taxes, in the three months ended
December 31, 1996 of approximately $2.0 million. This loss is reflected as an
adjustment to retained earnings in the condensed combined pro forma balance
sheet as of September 30, 1996, but is not reflected in the condensed combined
pro forma statement of income.

NOTES

(a) Represents (i) the historical consolidated statement of income of the
Company, (ii) the historical results of operations of Chex$Cashed for the
period from July 1, 1995 to September 18, 1995 (date of acquisition) and
(iii) the historical consolidated statements of income of AnyKind, ABC,
Money Mart, Cash-N-Dash and C&C, respectively, for the twelve months ended
June 30, 1996. The historical results of operations of the Company for the
year ended June 30, 1996 include a pretax charge of approximately
$4,400,000 associated with the sale and closure of 19 store locations
purchased in February 1995. The charge includes $3,300,00 for the write-
off of the goodwill associated with the original acquisition of these
stores, $600,000 for the write-off of store fixtures and equipment,
$350,000 for the early termination of store leases, and $150,000 for the
accrual for other costs related to closing these store locations. Included
in the accompanying historical results of operations of the Company are
revenues of $1,470,000, store expenses of $2,352,000, and amortization
expense of $56,000 related to these stores.

(b) Represents (i) the historical consolidated statement of income of the
Company for the three months ended September 30, 1996, (ii) the historical
results of operations of AnyKind for the period from July 1, 1996 to
August 8, 1996 (date of acquisition), (iii) the historical results of
operations of ABC for the period from July 1, 1996 to August 28, 1996
(date of acquisition) and (iv) the historical consolidated statements of
income of Money Mart, Cash-N-Dash and C&C, respectively, for the three
months ended September 30, 1996.

As discussed in this Prospectus, the Company's payment obligations under
the Notes and the New Revolving Credit Facility are jointly and severally
guaranteed by each of the Company's current and future domestic
subsidiaries. The accompanying unaudited condensed combined pro forma
financial statements include the pro forma statements of income and balance
sheet for Money Mart, a non-guarantor Canadian subsidiary.

The following represents condensed pro forma results of operations for
Money Mart, a non-guarantor subsidiary (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JUNE 30, 1996 SEPTEMBER 30, 1996
------------- ------------------
<S> <C> <C>
Revenues............. $9,400 $2,600
Store and regional
expenses............ 5,500 1,300
Corporate and other
expenses............ 2,300 600
------ ------
Pre-tax income....... $1,600 $ 700
====== ======
</TABLE>

As of September 30, 1996, total assets for Money Mart on a pro forma basis
were $18.5 million, which include $16.9 million of intangible assets
(goodwill). The assets and liabilities of Money Mart are translated into
U.S. dollars using the year-end exchange rate and all income statement
accounts have been translated using the average exchange rate during the
applicable period.

29
<PAGE>

(d) Corporate expenses were reduced by (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JUNE 30, 1996 SEPTEMBER 30, 1996
------------- ------------------
<S> <C> <C>
Consulting and
management fees paid
to former
shareholders of
AnyKind............ $4,154 $1,301
Money Mart......... 1,946 762
ABC................ 422 53
Chex$Cashed........ 171 --
Compensation and
benefits paid to
certain former
executives of
AnyKind............ $ 646 $ 419
ABC................ 281 58
C&C................ 682 138
Cash-N-Dash........ 127 22
------ ------
$8,429 $2,753
====== ======
</TABLE>

These historical corporate expenses are not expected to be incurred by the
Company in the future.

(e) Reflects an increase in amortization expense in excess of historical
amounts as a result of the following factors: (i) aggregate excess of the
purchase price over the fair value of identifiable net assets, or
goodwill, of approximately $62.5 million, amortized using the straight-
line method over a useful life of thirty years, resulting in additional
amortization of approximately $2.1 million and (ii) other intangible
assets of approximately $700,000 (primarily costs assigned to contracts
acquired), amortized on a straight-line basis over the remaining
contractual lives of the underlying contracts, resulting in additional
amortization of approximately $600,000. The total purchase price for each
acquisition has been allocated to the assets acquired, including
identifiable intangible assets, and liabilities assumed based on estimated
fair values.

(f) Reflects an adjustment for interest expense ($11,963,000 and $2,991,000
for the year ended June 30, 1996 and for the three months ended September
30, 1996) to give effect to the Offering assuming an interest rate of 10
7/8% and gross proceeds of $110 million plus amortization of related
deferred financing fees less elimination of interest expense ($4,057,000
and $1,362,000 for the year ended June 30, 1996 and for the three months
ended September 30, 1996, respectively) as a result of the repayment of
all outstanding indebtedness under the Existing Credit Facility and a
reduction in principal of revolving Indebtedness under the Existing Credit
Facility through the use of the proceeds from the Equity Transaction and
the Offering, as if such transactions had occurred at July 1, 1995. This
adjustment includes non-cash amortization of deferred financing fees
associated with the Offering, of $430,000 and $107,500 for the year ended
June 30, 1996 and for the three months ended September 30, 1996,
respectively. The adjustment also includes the commitment fee of 3/8% on
the estimated unused portion of the New Revolving Credit Facility of $25.0
million ($94,000 and $23,000 for the year ended June 30, 1996 and the
three months ended September 30, 1996, respectively).

(g) The 1996 income tax expense includes a benefit of $456,000 due to the
change in the Company's valuation allowance. Although realization is not
assured, management has determined, based on the Company's history of
earnings and its expectation for the future, that taxable income of the
Company will more likely than not be sufficient to fully utilize its
deferred income tax assets.

(h) Represents the income tax impact of the Acquisitions as if the acquired
companies were wholly owned by the Company for the year ended June 30,
1996 and for the three months ended September 30, 1996, based on the
Company's estimated tax rate of 34%, after giving effect to the pro forma
adjustments including the non-deductible amortization of intangible assets
(goodwill).

30
<PAGE>

(i) For purposes of the pro forma ratio of earnings to fixed charges, (i)
earnings include earnings before income taxes and fixed charges and (ii)
fixed charges consist of interest on all Indebtedness, amortization of
deferred financing costs and that portion of rental expense (one-third)
that the Company believes to be representative of interest. On a pro forma
basis, the Company's earnings were insufficient to cover fixed charges by
$2.5 million for the year ended June 30, 1996.

(j) Represents the following adjustments as if they had occurred on September
30, 1996: (i) receipt of the gross proceeds and fees and expenses related
to the proceeds from the Offering, (ii) application of the proceeds to
repay all Indebtedness under the Existing Credit Facility and (iii) the
write-off of $3.1 million (approximately $2.0 million net of taxes) of
deferred financing costs related to the Existing Credit Facility.

(k) Adjusted to reflect the balance sheet as though the Money Mart, Cash-N-
Dash and C&C acquisitions and the Offering had occurred on September 30,
1996. These amounts include recording the excess of cost over the fair
value of net assets acquired (goodwill) and costs of contracts acquired.
The balance sheet also reflects a $1.0 million capital contribution from
Holdings related to the issuance of an aggregate of $1.0 million of
Holdings Common Stock to the sellers of Money Mart and Cash-N-Dash.

(l) The unaudited results of AnyKind for the period July 1, 1996 through
August 8, 1996 (the date of the acquisition by the Company) are presented
herein. The Company has determined that the salaries and benefits
component of AnyKind's store expenses (approximately 20.1% of revenues)
for this period immediately preceding the acquisition are abnormally low
as compared to AnyKind's historical expense levels (29.7% of revenues for
the twelve months ended June 30, 1996.) For the period August 8, 1996
through September 30, 1996, the salaries and benefits expenses of the
acquired stores as a percentage of revenues was approximately 35.4%.
Furthermore, the Company's consolidated store salaries and benefits
expenses for the three months ended September 30, 1996 as a percentage of
revenues were 34.4%.

31
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is based upon and should be read in conjunction
with "Selected Historical Financial Data" and the consolidated financial
statements of the Company, including the notes thereto, included elsewhere in
this Prospectus.

GENERAL

The Company has historically derived its revenues primarily from providing
check cashing services and distributing public assistance benefits and food
coupons. In addition, the Company provides other consumer financial products
and services including money orders, money transfers, loans, insurance and
bill payment. For the year ended June 30, 1996 and for the three months ended
September 30, 1996, on a historical basis, check cashing revenues as a
percentage of total revenues approximated 48.0% and 56.7%, respectively. On a
pro forma basis for the year ended June 30, 1996 and for the three months
ended September 30, 1996, the Company's check cashing revenues would have
accounted for 60.0% and 59.6% of the Company's total pro forma revenues,
respectively. The Company expects that revenues from government services will
continue to decrease as a percentage of total revenues in the future.

The check cashing industry in the United States is highly fragmented, and
has experienced considerable growth as store locations have increased from
approximately 1,350 in 1986 to approximately 5,400 as of July 1996. The
Company believes it is one of only four domestic check cashing store networks
with more than 100 locations. The industry is comprised of mostly local chains
and single-unit operators. The Company believes that industry growth has been
fueled by several demographic and socioeconomic trends, including a decline in
the number of households with bank deposit accounts, an increase in low-paying
service sector jobs and an overall increase in the lower-income population.

On June 30, 1994, the Company changed its fiscal year end from December 31
to June 30. Accordingly, the following discussion of results of operations
compares the three months ended September 30, 1996 with the three months ended
September 30, 1995, the full fiscal year ended June 30, 1996 with the fiscal
year ended June 30, 1995, and the six-month transition period ended June 30,
1994 with the six months ended June 30, 1993.

All of the Company's acquisitions have been accounted for under the purchase
method of accounting. Therefore, the historical consolidated results of
operations include the revenues and expenses of all of the acquired companies
since their respective dates of acquisition. The comparability of the
historical financial data is significantly impacted by the timing of the
Company's acquisitions. The following table sets forth information with
respect to recent acquisitions completed by the Company during the periods
discussed below:

<TABLE>
<CAPTION>
NUMBER
COMPANY OF STORES MONTH ACQUIRED PURCHASE PRICE
------- --------- -------------- --------------
<S> <C> <C> <C>
Check Mart, Inc...................... 24 September 1994 $ 7.8 million
ARI, Inc............................. 19 February 1995 4.3 million
Pacific Check Exchange, Inc.......... 2 June 1995 0.4 million
Chex$Cashed.......................... 19 September 1995 7.4 million
Southland kiosks--Texas.............. 11 May 1996 0.5 million
AnyKind.............................. 63 August 1996 $31.0 million
ABC.................................. 15 August 1996 6.0 million
</TABLE>

The aforementioned purchase price amounts do not reflect borrowings to
provide for the working capital needs of the acquired entities. The purchase
prices including working capital were as follows: $9.7 million for Check Mart,
Inc., $5.1 million for ARI, Inc., $448,000 for Pacific Check Exchange, Inc.,
$9.1 million for Chex$Cashed; $37.0 million for AnyKind and $7.5 million for
ABC.

32
<PAGE>

Recent Events

Since September 30, 1996, the Company has completed three significant
acquisitions. The following table sets forth information with regard to the
Acquisitions:

<TABLE>
<CAPTION>
NUMBER
COMPANY OF STORES MONTH ACQUIRED PURCHASE PRICE
------- --------- -------------- --------------
<S> <C> <C> <C>
Money Mart........................... 143(1) November 1996 17.7 million
Cash-N-Dash.......................... 32 November 1996 7.3 million
C&C.................................. 22 November 1996 3.8 million
</TABLE>
- --------
(1)Includes 107 franchised stores.

The aforementioned purchase prices do not reflect borrowings to provide for
the working capital needs of the acquired entities. The aforementioned
purchase prices for Cash-N-Dash and C&C include estimated contingent payments
to the sellers of $750,000 for Cash-N-Dash (payable over four years) and
$300,000 for C&C (payable over three years) based on future revenues.

The Management's Discussion and Analysis of Financial Condition and Results
of Operations solely reflects the historical results of the Company and does
not give effect to the Money Mart, Cash-N-Dash or C&C acquisitions. The
repayment of substantially all of the Company's existing Indebtedness will
result in an extraordinary loss, net of taxes, in the second quarter of fiscal
year 1997 of approximately $2.0 million. This loss results from the write-off
of the deferred financing costs associated with the Existing Credit Facility.
Due to the rapid growth of the Company, period-to-period comparisons of
financial data are not necessarily indicative of the results for subsequent
periods and should not be relied upon as an indicator of the future
performance of the Company. See "Risk Factors--Seasonality."

Results of Operations

The following table sets forth the Company's results of operations as a
percentage of revenues for the indicated periods:
<TABLE>
<CAPTION>
THREE MONTHS
SIX MONTHS ENDED ENDED
JUNE 30, YEAR ENDED JUNE 30, SEPTEMBER 30,
----------------- ------------------- --------------
1993 1994 1995 1996 1995 1996
-------- -------- --------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues:
Revenues from check
cashing.............. 30.2% 30.6% 39.5% 47.8% 44.1% 56.7%
Revenues from
government services.. 57.5% 58.2% 48.7% 37.6% 41.4% 27.0%
Other revenues........ 12.3% 11.2% 11.8% 14.6% 14.5% 16.3%
-------- -------- --------- --------- ------ ------
Total revenues........ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Store and regional
expenses:
Salaries and
benefits............. 29.5% 29.1% 31.7% 32.9% 33.3% 34.4%
Occupancy............. 9.2% 8.9% 9.0% 9.5% 9.8% 10.2%
Depreciation.......... 4.0% 3.3% 2.6% 2.1% 2.5% 1.8%
Other................. 27.8% 28.2% 27.5% 27.6% 28.5% 26.7%
-------- -------- --------- --------- ------ ------
Total store and regional
expenses............... 70.5% 69.5% 70.8% 72.1% 74.1% 73.1%
Corporate expenses...... 16.4% 15.8% 12.6% 12.6% 13.4% 10.0%
Loss (gain) on store
closings and sales..... 0.0% 0.2% 0.3% 10.6% 0.2% (0.1%)
Other depreciation and
amortization........... 5.2% 2.2% 4.7% 4.4% 4.3% 4.8%
Interest expense........ 5.9% 4.9% 7.1% 8.0% 7.8% 10.0%
-------- -------- --------- --------- ------ ------
Income (loss) before
taxes.................. 2.0% 7.4% 4.5% (7.7%) 0.2% 2.2%
Income tax provision
(benefit).............. 0.5% 1.2% 2.9% (2.9%) 0.7% 1.8%
-------- -------- --------- --------- ------ ------
Net income (loss)....... 1.5% 6.2% 1.6% (4.8%) (0.5%) 0.4%
======== ======== ========= ========= ====== ======
</TABLE>

33
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1995

Total revenues were $13.6 million for the three months ended September 30,
1996 as compared to $9.7 million for the quarter ended September 30, 1995, an
increase of $3.9 million, or 40.2%. Of this increase, $1.2 million resulted
from the inclusion of the results of operations of the entities conducting
business as Chex$Cashed, which were acquired in September 1995, $3.0 million
resulted from the acquisition of AnyKind in August 1996 and $400,000 resulted
from the acquisition of ABC in August 1996. The increase was offset in part by
revenues related to the 19 stores acquired from ARI, Inc., which were closed
in December 1995 and which generated $500,000 in revenue for the three month
period ended September 30, 1995. See "--Year Ended June 30, 1996 Compared to
Year Ended June 30, 1995." For stores that were opened and owned by the
Company during the entire period from July 1, 1995 through September 30, 1996,
revenues increased by 0.6%. This increase resulted from an increase in other
revenues of 20.2%, offset in part by a decrease in revenues from government
services of 5.0% and a decrease in revenues from check cashing of 1.1%. The
decrease in revenues from government services resulted from the reduction in
the number of individuals receiving benefits under government programs. The
Company receives revenue on its government contracts based primarily on the
number of transactions it executes. The Company expects that the number of
benefits recipients will continue to decrease, which would result in a
continuing decline in the Company's government services revenue.

Store expenses were $10.0 million for the three months ended September 30,
1996 as compared to $7.2 million for the three months ended September 30,
1995, an increase of $2.8 million, or 38.9%. The acquisitions of Chex$Cashed,
AnyKind and ABC resulted in an increase in store expenses of $3.3 million,
while the 19 stores closed in December 1995 resulted in a decrease in store
expenses of $800,000. Other acquisitions accounted for the remaining $300,000
increase. Store expenses as a percentage of revenues decreased from 74.1% in
the three months ended September 30, 1995 to 73.1% in the three months ended
September 30, 1996. This decrease was due to operating losses of the stores
acquired from ARI, Inc. in February 1995. During December 1995, the Company
decided to close or sell all of the stores acquired from ARI, Inc. and
recognized a pre-tax charge of approximately $4.4 million relating thereto.
Excluding the results of operations of the ARI, Inc. stores, store expenses as
a percentage of revenues were 69.5% and 73.1% for the three months ended
September 30, 1995 and 1996, respectively.

Salaries and benefits were $4.7 million for the three months ended September
30, 1996 as compared to $3.2 million for the three months ended September 30,
1995, an increase of $1.5 million, or 46.9%. The acquisitions of Chex$Cashed,
AnyKind and ABC accounted for an increase in salaries and benefits of $1.6
million while the 19 stores closed in December 1995 resulted in a decrease in
salaries and benefits of $300,000. The Company does not expect the recently
enacted increase in the minimum wage to have any significant impact on the
Company's future results of operations.

Occupancy expense was $1.4 million for the three months ended September 30,
1996 as compared to $1.0 million for the three months ended September 30,
1995, an increase of $400,000, or 40.0%. The acquisitions of Chex$Cashed,
AnyKind and ABC accounted for an increase of $500,000, while the 19 stores
closed in December 1995 resulted in a decrease of $100,000. Occupancy expense
as a percentage of revenues increased from 9.8% for the three months ended
September 30, 1995 to 10.2% for the three months ended September 30, 1996.

Depreciation expense remained relatively unchanged for the three months
ended September 30, 1996 as compared to the three months ended September 30,
1995. Any increases in depreciation expense resulting from the acquisitions of
Chex$Cashed, AnyKind and ABC were offset by decreases in depreciation
resulting from store equipment in the Company's existing store base becoming
fully depreciated.

Other store and regional expenses were $3.6 million for the three months
ended September 30, 1996 as compared to $2.8 million for the three months
ended September 30, 1995, an increase of $800,000, or 28.6%. The acquisitions
of Chex$Cashed, AnyKind and ABC accounted for an increase in other store and
regional expenses of $1.1 million, while the 19 stores closed in December 1995
resulted in a decrease in other store and

34
<PAGE>

regional expenses of $400,000. Other store and regional expenses consist of
bank charges, armored security costs, net returned checks, cash and food stamp
shortages, insurance and other costs incurred by the stores.

Corporate expenses were $1.4 million for the three months ended September
30, 1996 as compared to $1.3 million for the three months ended September 30,
1995, an increase of $100,000, or 7.7%. This increase resulted from the
additional corporate costs, primarily salaries and benefits, associated with
the acquisitions completed during fiscal 1995 and fiscal 1996. Corporate
expenses as a percentage of revenues decreased from 13.4% for the three months
ended September 30, 1995 to 10.0% for the three months ended September 30,
1996.

Other depreciation and amortization expenses were $700,000 for the three
months ended September 30, 1996 as compared to $400,000 for the three months
ended September 30, 1995, an increase of $300,000, or 75.0%. This increase
resulted primarily from the amortization expense associated with the goodwill
and other intangibles recognized as part of the acquisitions of Chex$Cashed,
AnyKind and ABC.

Interest expense was $1.4 million for the three months ended September 30,
1996 as compared to $800,000 for the three months ended September 30, 1995, an
increase of $600,000, or 75.0%. This increase was primarily attributable to
increased average outstanding indebtedness to finance the acquisitions of
Chex$Cashed, AnyKind and ABC.

YEAR ENDED JUNE 30, 1996 COMPARED TO THE YEAR ENDED JUNE 30, 1995

Total revenues were $42.4 million for the year ended June 30, 1996 as
compared to $34.8 million for the year ended June 30, 1995, an increase of
$7.6 million, or 21.8%. Of this increase, $4.6 million resulted from the
inclusion of the results of operations of the entities conducting business as
Chex$Cashed, which were acquired in September 1995, and $2.5 million from a
full year of operations of Check Mart, Inc., acquired in September 1994. The
remaining increase resulted from the other acquisitions completed during
fiscal 1995 and 1996. For stores that were opened and owned by the Company in
all twelve months of each fiscal year, revenues decreased by 0.9%. This
decrease resulted from a decrease in revenues from government services of
6.1%, offset by an increase in revenues from check cashing of 3.5%. The
decrease in revenues from government services resulted from the reduction in
the number of individuals receiving benefits under government programs during
fiscal year 1996.

Store expenses were $30.6 million for the year ended June 30, 1996 as
compared to $24.6 million for the year ended June 30, 1995, an increase of
$6.0 million, or 24.4%. Of this increase, $2.9 million was due to the
acquisition of Chex$Cashed and $1.6 million was due to the acquisition of
Check Mart, Inc. The remaining increase resulted from the other acquisitions
completed during fiscal 1995 and 1996. Store expenses as a percentage of
revenues increased from 70.8% in fiscal 1995 to 72.1% in fiscal 1996 due to
operating losses of stores acquired from ARI, Inc. in February 1995. During
fiscal year 1996, the Company decided to close or sell all of the stores
acquired from ARI, Inc. and recognized a pre-tax charge of approximately $4.4
million relating thereto. Excluding the results of operations of the ARI, Inc.
stores, store expenses as a percentage of revenues were 69.2% and 69.1% for
the years ending June 30, 1995 and 1996, respectively.

Salaries and benefits were $14.0 million for the year ended June 30, 1996 as
compared to $11.0 million for the year ended June 30, 1995, an increase of
$3.0 million, or 27.3%. Of this increase, $1.5 million resulted from the
acquisition of Chex$Cashed and $800,000 resulted from the acquisition of Check
Mart, Inc. The remaining increase resulted from other acquisitions completed
during fiscal 1995 and 1996.

Occupancy expense was $4.0 million for the year ended June 30, 1996 as
compared to $3.1 million for the year ended June 30, 1995, an increase of
$900,000, or 29.0%. Of this increase, $500,000 resulted from the acquisition
of Chex$Cashed and $200,000 resulted from the acquisition of Check Mart, Inc.
Occupancy expense as a percentage of revenues increased from 9.0% for the year
ended June 30, 1995 to 9.5% for the year ended June 30, 1996 due to the impact
of the performance of the ARI, Inc. stores acquired in February 1995, which
were subsequently sold or closed.

Depreciation expense remained relatively unchanged for the fiscal year ended
June 30, 1996 as compared to the year ended June 30, 1995. Any increases in
depreciation expense resulting from the Chex$Cashed and Check

35
<PAGE>

Mart acquisitions were offset by decreases from much of the store equipment in
the Company's existing store base becoming fully depreciated during fiscal
1995 and fiscal 1996.

Other store and regional expenses were $11.7 million for the year ended June
30, 1996 as compared to $9.6 million for the year ended June 30, 1995, an
increase of $2.1 million, or 21.9%. Of this increase, $900,000 resulted from
the acquisition of Chex$Cashed and $600,000 resulted from the acquisition of
Check Mart, Inc. The remaining increase resulted primarily from the other
acquisitions completed during fiscal 1995 and fiscal 1996.

Corporate expenses were $5.4 million for the year ending June 30, 1996 as
compared to $4.4 million for the year ended June 30, 1995, an increase of $1.0
million, or 22.7%. This increase resulted from the additional corporate costs,
primarily salaries and benefits, associated with the acquisitions completed
during fiscal 1995 and fiscal 1996. Corporate expenses as a percentage of
revenues decreased slightly from 12.7% during fiscal 1995 to 12.6% during
fiscal 1996.

During fiscal year 1996, the Company decided to sell or close the 19 stores
purchased from ARI, Inc. in February 1995. The stores were generating
operating losses at the time of the acquisition. As the Company began
operating the stores, management concluded that significant time and operating
losses would be required before the stores would become profitable. The
Company believed that alternative investments were available which would
provide higher long-term returns and more immediate paybacks. The decision
resulted in a pre-tax charge of approximately $4.4 million, which included
$3.3 million for the write-off of the goodwill associated with the original
acquisition of these stores, $600,000 for the write-off of store fixtures and
equipment, $350,000 for the early termination of store leases, and $150,000
for the accrual of other costs related to closing these stores. As of June 30,
1996, accrued expenses included approximately $450,000 related to future costs
associated with these stores, of which $220,000 is expected to be paid in
1997, $94,000 in 1998, $86,000 in 1999 and $50,000 in 2000. Included in the
statements of income for fiscal 1996 and fiscal 1995 are revenues of $1.5
million and $564,000, respectively, store expenses of $2.4 million and
$931,000, respectively, and amortization expense of $56,000 and $30,000,
respectively, related to these 19 stores. The Company is seeking to
restructure its obligations under the original subordinated note issued to the
seller as part of the acquisition, and has ceased making principal and
interest payments thereon. As a result, the seller has filed a complaint
against the Company alleging, among other things, breach of contract, and is
seeking payment of the balance of the note of $2.6 million, plus accrued
interest, punitive damages and legal fees. As the outcome of this matter
cannot be determined at present, no reduction in the note payable to the
seller or any additional costs to the Company have been recorded. See
"Business--Legal Proceedings."

The Company also incurs losses on unprofitable stores which it closes in the
normal course of business. During fiscal 1996 and fiscal 1995, the Company
recorded expenses of $101,000 and $93,000, respectively, which consisted
primarily of the write-off of leasehold improvements associated with closed
locations. In addition, the Company closed seven stores in each of fiscal 1996
and fiscal 1995, in addition to the 19 stores purchased from ARI, Inc.
discussed in the preceding paragraph.

Other depreciation and amortization expenses were $1.9 million for the year
ended June 30, 1996 as compared to $1.6 million for the year ended June 30,
1995, an increase of $300,000, or 18.8%. This increase resulted primarily from
the amortization expense associated with the goodwill recognized as part of
the acquisition of Chex$Cashed, and a full year's amortization of goodwill
associated with the acquisition of Check Mart, Inc.

Interest expense was $3.4 million for the year ended June 30, 1996 as
compared to $2.5 million for the year ended June 30, 1995, an increase of
$900,000, or 36.0%. This increase was primarily attributable to increased
average outstanding Indebtedness to finance acquisitions, from $29.6 million
for fiscal 1995 to $38.5 million for fiscal 1996, and partially offset by a
decrease in the weighted average interest rate from 8.7% for fiscal 1995 to
8.5% for fiscal 1996.

36
<PAGE>

SIX-MONTH PERIOD ENDED JUNE 30, 1994 COMPARED TO THE SIX-MONTH PERIOD ENDED
JUNE 30, 1993 (PREDECESSOR COMPANY)

Total revenues were $14.7 million for the six months ended June 30, 1994 as
compared to $14.4 million for the six months ended June 30, 1993, an increase
of $300,000, or 2.1%. This revenue growth resulted from an increase in same
store revenue growth in both check cashing revenues and government contract
revenues, offset in part by a decrease in other revenues.

Store and regional expenses were $10.2 million for the six months ended June
30, 1994 as compared to $10.1 million for the six months ended June 30, 1993,
an increase of $100,000, or 1.0%. Store and regional expenses as a percentage
of total revenues were 69.5% for the six months ended June 30, 1994 as
compared to 70.5% for the six months ended June 30, 1993. The decrease
resulted from management's continued emphasis on cost control at the store
level.

Salaries and benefits were $4.3 million for the six months ended June 30,
1994 as compared to $4.2 million for the six months ended June 30, 1993, an
increase of $100,000, or 2.4%. This increase was due primarily to the addition
of one store during the 1994 six-month period.

Occupancy expense remained stable at $1.3 million for both six-month periods
ended June 30, 1994 and 1993. While the total number of stores in operation
increased by one store during the period, one store was closed in Pittsburgh,
while two additional stores were opened in Cleveland, which in the aggregate
resulted in no additional occupancy costs.

Depreciation expense was $500,000 for the six months ended June 30, 1994 as
compared to $600,000 for the six months ended June 30, 1993, a decrease of
$100,000, or 16.7%. This decrease was due to certain store equipment becoming
fully depreciated during 1993.

Other store and regional expenses were $4.1 million for the six months ended
June 30, 1994 as compared to $4.0 million for the six months ended June 30,
1993, an increase of $100,000, or 2.5%. This increase was due to the net
addition of only one store during the 1994 period.

Corporate expenses were $2.3 million for the six months ended June 30, 1994
as compared to $2.4 million for the six months ended June 30, 1993, a decrease
of $100,000, or 4.2%. Corporate expenses as a percentage of revenues were
15.8% for the six months ended June 30, 1994 as compared to 16.4% for the six
months ended June 30, 1993, due to stable corporate expenses on a rising
revenue base.

Other depreciation and amortization expenses were $300,000 for the six
months ended June 30, 1994 as compared to $800,000 for the six months ended
June 30, 1993, a decrease of $500,000, or 62.5%. This decrease resulted
primarily from the full amortization of the Company's non-compete contract
with the predecessor majority shareholder during 1993.

Interest expense was $700,000 for the six months ended June 30, 1994 as
compared to $800,000 during the six months ended June 30, 1993, a decrease of
$100,000, or 12.5%. This decrease was primarily attributable to a reduction in
outstanding indebtedness resulting from scheduled principal payments on the
Company's term loan under the Existing Credit Facility.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of cash are from operations, borrowings
under its credit facilities and sales of Holdings Common Stock. The Company
anticipates its principal uses of cash will be to provide working capital,
finance capital expenditures, meet debt service requirements and finance
acquisitions. For the fiscal years ending June 30, 1995 and 1996 and the six
months ended June 30, 1993 and 1994, the Company had net cash provided by
(used in) operating activities of $4.4 million, $3.7 million, ($288,000) and
$1.6 million, respectively, and used $9.6 million, $8.2 million, $523,000, and
$756,000, respectively, for purchases of property and

37
<PAGE>

equipment related to existing stores, recently acquired stores, investments in
technology, and acquisitions. For the three months ended September 30, 1995
and 1996, the Company had net cash provided by operating activities of $2.9
million and $4.0 million, respectively, and used $6.8 million and $35.6
million, respectively, for acquisitions and purchases of property and
equipment related to existing stores. The acquisitions were financed through
borrowings provided under the Company's Existing Credit Facility and issuance
of Holdings Common Stock. The Company's total budgeted capital expenditures,
excluding acquisitions, are currently anticipated to aggregate approximately
$1.0 million during its fiscal year ending June 30, 1997, consisting of
$400,000 for relocation and remodeling costs for certain existing stores and
approximately $600,000 to open up to 19 new kiosk stores in 7-Eleven locations
pursuant to the Company's contractual agreements with The Southland
Corporation. The actual amount of capital expenditures will depend in part on
the number of new stores acquired and the number of stores remodeled. In
addition, the Company intends to spend up to $2.0 million over the next two
years to purchase the equipment necessary to implement a point-of-sale system.

The Company has historically financed its acquisitions and other capital
requirements through bank debt, seller subordinated debt and proceeds from the
sale of Holdings Common Stock.

The Offering generated gross proceeds of $110.0 million which was used to
repay all of the Company's existing indebtedness under the Existing Credit
Facility, to fund the Money Mart, Cash-N-Dash and C&C acquisitions, and to pay
related fees and expenses. The Company intends to use the remaining proceeds
of approximately $5.1 million for general corporate purposes, including
potential future acquisitions. See "Capitalization." The repayment of
substantially all of the Company's existing Indebtedness will result in an
extraordinary loss, net of taxes, in the three months ended December 31, 1996
of approximately $2.0 million. This loss results from the write-off of the
deferred financing costs associated with the Company's Existing Credit
Facility.

On September 30, 1996, the outstanding Indebtedness under the Existing
Credit Facility was $71.4 million. In addition, on September 30, 1996, seller
subordinated notes and other Indebtedness aggregating $3.1 million were
outstanding. Other Indebtedness includes a seller subordinated note of $2.6
million from the acquisition of ARI, Inc. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Year Ended June 30,
1996 Compared to the Year Ended June 30, 1995" and "Dollar Financial Group,
Inc.--Notes to Consolidated Financial Statements--Loss on Store Closings and
Sales." Depending on the outcome of the complaint filed by the seller, the
Company could be required to pay the balance of the note. See "Business--Legal
Proceedings." The Company does not believe this would have a material impact
on its liquidity. Excess operating cash payments were due under the Existing
Credit Facility after the end of each fiscal year. Such excess operating cash
payments reduce future quarterly principal payments on a pro-rata basis.
The Company did not meet certain financial covenants as of June 30, 1996 under
the Existing Credit Facility due to the loss on the store sales and disposals
during fiscal year 1996. This condition was waived by the lender through
September 30, 1996. The covenants were amended under the Existing Credit
Facility, and the Company was in compliance with all financial covenants under
the Existing Credit Facility at September 30, 1996.

On August 8, 1996, the Company acquired all of the outstanding stock of
AnyKind for $31.0 million, consisting of $29.0 million in cash and the
issuance of shares of Holdings Common Stock. On August 28, 1996, the Company
acquired the assets associated with the operations of ABC for $6.0 million in
cash. The Company also funded the working capital requirements of AnyKind and
ABC, which amounted to $6.0 million and $1.5 million, respectively.

In order to finance these acquisitions, Holdings issued shares of Holdings
Common Stock for net proceeds of $21.7 million, which were contributed to the
Company. In addition, the Company amended and restated its Existing Credit
Facility to provide for $35.0 million additional borrowing availability. The
Company used a portion of the proceeds from the Equity Transaction to fund the
acquisitions of AnyKind and ABC and to pay

38
<PAGE>

related fees and expenses. The Company intends to use the remaining proceeds
for general corporate purposes, including potential future acquisitions.

Simultaneously with the consummation of the Offering, the Company entered
into a New Revolving Credit Facility, which the Company expects to use
primarily for working capital needs. The New Revolving Credit Facility allows
borrowings in an amount not to exceed the lesser of $25.0 million or a
borrowing base as set forth in the New Revolving Credit Facility. Amounts
outstanding under the New Revolving Credit Facility bear interest at the
Company's option of either (i) 0.50% plus the agent's alternative reference
rate or (ii) 1.75% plus the agent's reserve adjusted Eurodollar rate and are
secured by a first lien on substantially all of the cash and accounts
receivable of the Company and each of its domestic subsidiaries, as well as on
all of the capital stock of the Company's domestic subsidiaries and on 65% of
the capital stock of the Company's Canadian subsidiaries. The Company had
$25.0 million of unborrowed availability under the New Revolving Credit
Facility immediately following the consummation of the Offering.

As described more fully under "Business--Strategy," the Company is currently
in discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. If this transaction is
consummated, the Company intends to finance this acquisition with the
remaining proceeds of the Offering, cash from operations, and, if necessary,
borrowings under the New Revolving Credit Facility.

Following the consummation of the Offering (and the application of the net
proceeds therefrom), the Company will be highly leveraged, and borrowings
under the New Revolving Credit Facility will increase the Company's debt
service requirements. Management believes that, based on current levels of
operations and anticipated improvements in operating results, cash flows from
operations and borrowings available under the New Revolving Credit Facility
will enable the Company to fund its liquidity and capital expenditure
requirements for the foreseeable future, including scheduled payments of
interest on the Notes and payment of interest and principal on the Company's
other Indebtedness. See "Risk Factors--Substantial Leverage; Ability to
Service Outstanding Indebtedness." Furthermore, the Company does not believe
that additional acquisitions or expansion are necessary in order for it to be
able to cover its fixed expenses, including debt service. There can be no
assurance, however, that the Company's business will generate sufficient cash
flow from operations or that future borrowings will be available under the New
Revolving Credit Facility in an amount sufficient to enable the Company to
service its Indebtedness, including the Notes, or to make anticipated capital
expenditures. It may be necessary for the Company to refinance all or a
portion of the principal of the Notes on or prior to maturity, under certain
circumstances, but there can be no assurance that the Company will be able to
effect such refinancing on commercially reasonable terms or at all.

INCOME TAXES

The Company's effective tax rates for fiscal 1996 and 1995 were (37.0)% and
64.6%, respectively. The effective rate differs from the federal statutory
rate of 34% due to state taxes and non-deductible goodwill amortization which
resulted from the June 30, 1994 acquisition of the Company. The fiscal 1996
effective tax benefit rate is less than the fiscal 1995 tax rate due to the
reversal of the valuation allowance on the Company's gross deferred tax asset
during fiscal 1996. The Company had no valuation allowance recorded against
deferred tax assets at June 30, 1996. Realization of the gross deferred tax
asset is dependent on generating sufficient taxable income prior to the
expiration of the loss carryforwards. Although realization is not assured,
management has determined, based on the Company's history of earnings and its
expectation for the future, that taxable income of the Company will more
likely than not be sufficient to fully utilize its deferred income tax assets.
The amount of the deferred tax asset considered realizable, however, could be
reduced in the near term if estimates of future taxable income during the
carryforward period are reduced.

The Company's effective tax rates for the three months ended September 30,
1996 and 1995 were significantly greater than the federal statutory rate of
34% due to non-deductible goodwill amortization and state

39
<PAGE>

taxes. The effective rate for the three months ended September 30, 1996 was
less than the effective rate for the three months ended September 30, 1995,
due to an increase in pre-tax income from $14,000 for the three months ended
September 30, 1995 to $298,000 for the three months ended September 30, 1996.

The Company's effective tax rates for the six months ended June 30, 1994 and
1993 were 16.0% and 28.1%, respectively. The effective rate differs from the
federal statutory rate of 34% due to state taxes, non-deductible goodwill
amortization and the utilization of the Company's net operating loss
carryforward. The effective tax rate for the six months ended June 30, 1994
was less than for the six months ended June 30, 1993 due to state taxes.

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Company's business is seasonal due to the impact of several tax-related
services including cashing tax refund checks. Historically, the Company has
generally experienced its highest revenues and earnings during its third
fiscal quarter ending March 31 when revenues from these tax-related services
peak. Due to the seasonality of the Company's business, results of operations
for any fiscal quarter are not necessarily indicative of the results of
operations that may be achieved for the full fiscal year. In addition,
quarterly results of operations depend significantly upon the timing and
amount of revenues and expenses associated with the addition of new stores.

IMPACT OF INFLATION

The Company believes that the results of its operations are not dependent
upon the levels of inflation.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted the provisions of Statements of Financial Accounting
Standards ("SFAS") 121, "Accounting for the Impairment of Long-Lived Assets
and For Long-Lived Assets to be Disposed Of" for the fiscal year ending June
30, 1997. The adoption of this standard has not had a material impact on the
Company's financial statements.

40
<PAGE>

BUSINESS

GENERAL

INDUSTRY OVERVIEW

United States

The check cashing industry in the United States is highly fragmented,
consisting of approximately 5,400 stores as of July 1996, an increase from the
approximately 1,350 national listings in 1986 according to American Business
Information, Inc. In contrast to the domestic market, the Canadian check
cashing industry is less fragmented. Money Mart is the largest check cashing
store network in Canada accounting for 55% of the total number of check
cashing stores. The Company believes it is one of only four U.S. check cashing
store networks that have more than 100 locations, the remaining being local
store networks and single-unit operators. The Company believes that industry
growth has been fueled by several demographic and socioeconomic trends,
including a decline in the number of households with bank deposit accounts, an
increase in the number of low-paying service sector jobs and an overall
increase in the lower-income population.

The number of families and individuals that hold bank, thrift or savings and
loan deposit accounts has declined dramatically over the past fifteen years.
In a recent study, a leading consumer magazine estimated that approximately
20% of the adult population does not maintain a banking relationship. The
study attributes this decline to a number of factors, including the inability
of many families and individuals to maintain the minimum account balance
required by many banks and thrifts, an increase in fees on deposit accounts
with small balances and an increase in bank branch closings in lower-income
population areas.

The increase in the fees charged by banks on deposit accounts over time has
contributed to the decline in the number of families and individuals holding
such accounts. The U.S. Public Interest Research Group has conducted a
national study which shows that, from 1993 to 1995, the annual cost to
maintain a regular checking account grew by 10% to $202, monthly maintenance
fees increased 22% to $7.11, average monthly balance requirements to avoid
regular checking fees rose 30% to $1,242, and the minimum opening balance
required for accounts rose 37% to $69. The report states that these increased
costs keep accounts out of reach of many fixed

41
<PAGE>

and lower income consumers. In general, the findings indicate that banks have
increased their fees significantly on a real and inflation-adjusted basis.

Many banks have elected over time to close their less profitable or lower
traffic locations. These closings have tended to occur in lower-income, urban
and minority neighborhoods. As banks continue this trend, wage earners in
these lower-income areas will have fewer, if any, convenient alternatives
other than local check cashing stores to perform basic financial transactions.

Lower-income individuals represent a large and rapidly growing segment of
the U.S. population. The 1993 Bureau of Labor Statistics Consumer Expenditure
Survey revealed that 30% of U.S. four-person households reported to have
earned annual before-tax income of less than $15,000. This low-wage
population, from which the Company draws most of its customers, is the fastest
growing segment of the workforce. As the low-wage population continues to
grow, the Company believes that this population will increasingly rely on the
check cashing industry as the primary source for their consumer financial
products and services.

Canada

In contrast to the domestic market, the Canadian check cashing market is
significantly less fragmented, with Money Mart's 143 owned and franchised
stores accounting for 55% of the total number of check cashing stores in
Canada. A survey conducted for Money Mart shows that a significant number of
Money Mart customers choose to patronize Money Mart's locations because of the
convenient operating hours, fast and courteous service and broad product
offerings.

Growth and Consolidation

Management believes that significant opportunities for growth exist in the
check cashing industry as a result of (i) the growth of the lower-income
population sector, (ii) the failure of commercial banks and other traditional
financial service providers to address the needs of lower-income individuals
and (iii) the trend toward consolidation in the check cashing industry.
Management believes that as the lower-income population segment increases, and
as trends within the retail banking industry create a less accessible
environment for these members of society, the check cashing industry will
realize a significant increase in demand for its products and services.
However, despite these growth dynamics, the Company believes that the industry
is entering a period of consolidation. The Company believes that this
consolidation trend has resulted from a number of factors, including (i) the
economies of scale available to larger operators, (ii) the use of technology
as a means to better serve customers and control large store networks, (iii)
the inability of smaller operators to form the alliances necessary to deliver
new products and (iv) increased licensing and regulatory burdens. This trend
toward consolidation should provide the Company, as one of the largest store
networks, with opportunities for continued growth through selective
acquisitions.

COMPETITIVE STRENGTHS

The Company believes that it has the following competitive strengths:

Store locations in favorable demographic areas. The Company has carefully
chosen states and metropolitan areas within those states with growing low-
income populations. Within the markets served by the Company, the Company's
stores are located in desirable locations near its targeted customer base.
Management adheres to a strict set of market survey and location guidelines
when selecting acquisition targets and new store sites. The Company's store
base is a mix of urban sites, which are located in high-traffic shopping
areas, and suburban sites, which are located in strip malls near multi-family
housing complexes. In the future, the Company plans to emphasize suburban
strip mall locations, particularly in the southeastern and western parts of
the United States.

High-quality customer service. As part of its retail and customer-driven
strategy, the Company focuses on providing friendly customer service in a
clean and attractive environment. Operating hours vary by location, but

42
<PAGE>

are typically extended and designed to cater to those customers who, due to
work schedules, cannot make use of "normal" banking hours. As part of its
employee training program, the Company's employees are encouraged and
instructed to treat customers in a friendly and courteous manner, which
management believes results in repeat business.

Broad offering of products and services. All Company stores offer a wide
range of products and services to meet the demands of their locale, including
check cashing, money orders, money transfers, consumer loans, insurance and
bill payment. The Company also offers a variety of ancillary products,
including Cash 'Til Payday loans, photo ID, lottery tickets, electronic tax
filing, photocopy service, long-distance cards and fax services.

Economies of scale. As the second largest check cashing store network in the
United States, the Company has reached a size that enables it to benefit from
economies of scale and to negotiate more favorable contracts with its
suppliers. In addition, the Company's market position enables it to enter into
favorable relationships with strategic partners like Western Union and The
Southland Corporation. Management believes that the Company's size also allows
it to gain greater access to capital.

Management expertise. In addition to the Company's senior management, the
regional managers of the Company have extensive experience and expertise in
the check cashing industry, which provides the Company with a competitive
advantage. Furthermore, the Company has been largely successful in retaining
the operational managers employed by the companies acquired in the
Acquisitions.

Well diversified credit risk. On a pro forma basis, for the fiscal year
ended June 30, 1996 and for the three months ended September 30, 1996, the
Company cashed 7.2 million checks and 1.8 million checks, respectively with an
average face value of $262 and $281, respectively. As a result, management
believes that the risk that the Company will sustain a material credit loss
related to a single transaction or series of transactions is minimal.

Although the Company believes that these competitive strengths will enable
it to achieve its strategic objectives, the Company may not be able to
capitalize on them. Changing demographics in areas surrounding the Company's
stores could negatively impact the quality of the store base. Regulatory and
technological changes could affect the products offered or the prices charged
for such products. As the Company continues to grow, an inability to attract,
train and recruit talented field personnel and corporate management could
negatively impact Company performance.

STRATEGY

The Company's business strategy is to capitalize on its competitive
strengths by increasing the revenues and profitability of its existing
operations and by growing through the acquisition of check cashing store
networks and the development of the kiosk store format. Key elements of the
Company's business strategy include (in relative order of importance) the
following:

Maintain and instill a customer-driven retail philosophy. The Company has
focused on increasing its customer base through a service-oriented approach
designed to meet the needs of working, lower-income individuals and families
in need of basic consumer financial services. The Company believes it has
differentiated itself from its competitors by focusing on customer service.
The Company offers extended operating hours in clean, well-lit and convenient
store locations to enhance appeal and stimulate store traffic. The Company's
research indicates that, although approximately 30% of its customers have bank
accounts, its customers prefer immediate access to cash without waiting for
check clearance. In addition, the Company believes that many of its customers
find great value in their ability to cash a payroll or government check
immediately, for a fee, at a location within close proximity to their home or
workplace at nearly any time of day. The Company's surveys have indicated that
over 90% of its customers are repeat users of its services. The survey also
indicated that the widespread availability of ATM machines does not alter a
customer's decision to "bank" at Company locations. The Company uses locally-
targeted advertising, including television and radio, to promote awareness of
its products and its customer service. The Company will continue to develop
ways to improve service to its customers.

43
<PAGE>

Introduce new products and services. The Company has developed a "one-stop"
shop concept to offer many consumer financial products and services not
otherwise available to its targeted customer base. The Company believes that
its customers enjoy the convenience of those services offered by the Company
other than check cashing. The Company is currently in the process of a
nationwide roll-out of its Cash 'Til Payday loan program and will continue to
expand the product and service offerings of its newly acquired check cashing
store networks. In addition, the Company intends to seek alliances with other
financial institutions and non-financial organizations, like Western Union, to
offer additional products to its customers.

Grow through targeted acquisitions and kiosk openings. The Company has grown
significantly since June 1994, primarily through nine acquisitions of an
aggregate of 225 stores. Management will continue to seek opportunistic
acquisitions of well-managed check cashing store networks located in areas
with favorable demographics, including the southeastern and western parts of
the United States, as well as profitable check cashing stores in areas that
complement the Company's existing geographic markets. The Company has also
purchased six existing kiosks in Dallas, Texas and currently operates five
existing kiosks in Austin, Texas, in each case pursuant to an agreement with
The Southland Corporation. In addition, pursuant to its agreement with The
Southland Corporation, the Company plans to open 19 additional consumer
financial service kiosks that offer check cashing and other products and
services. These kiosks, which will be located in existing 7-Eleven convenience
stores, are expected to be opened in the near future.

Pursuant to its targeted acquisition strategy, the Company is currently in
discussions with the largest Money Mart franchisee to acquire 43 Money Mart
check cashing stores in Canada which generated approximately $10.8 million of
revenue in the twelve-month period ended May 31, 1996. No agreement or
agreement in principle has been reached and there has been no agreement
between the Company and the franchisee relating to the terms and conditions of
the acquisition (including the purchase price and other significant terms).
There can be no assurance that the Company and the franchisee will come to an
agreement relating to the terms and conditions of the acquisition or that this
acquisition will be consummated.

Capitalize on economies of scale. The Company is well positioned to take
advantage of the current trend toward consolidation in the check cashing
industry. The Company expects to continue to reduce its per store cost for bad
debt collection, security, armored car services, employee training, management
information systems, and other operating expenses. The Company will continue
to seek cost reductions from its current service suppliers as its check
cashing market share increases through store network acquisitions and kiosk
openings. Furthermore, the Company expects to be able to capitalize on its
market position by developing strategic alliances with other financial
institutions and non-financial organizations.

Manage credit risk. The Company's check cashing service consists of high
volumes of small individual transactions requiring credit risk decisions on
individual checks. On a pro forma basis, for the fiscal year ended June 30,
1996, the Company cashed 7.2 million checks with an average face amount of
$262. The Company actively manages its customer risk profile in order to
maximize check cashing revenues while maintaining net write-offs within a
targeted range. As a result, management believes that the risk that the
Company will sustain a material credit loss related to a single transaction or
a series of transactions is minimal. On a pro forma basis, for the fiscal year
ended June 30, 1996, net write-offs as a percentage of face amount of checks
cashed were 0.16%.

Maintain existing base of government contracts. The Company intends to
continue to distribute public assistance benefits pursuant to its existing
contracts with various state and local governments. In this type of contract,
the Company provides continuous, uninterrupted operation of a benefits
transfer system during normal business hours in various locations, including
its check cashing stores, so as to distribute public assistance benefits. The
Company is not, however, planning to further expand this part of its business
and expects government revenue as a percentage of total revenue to decline in
the future.

CUSTOMERS

Based upon a consumer survey conducted in select markets for DFG in 1995 and
the Company's operating experience, the Company believes that its core
customer group is comprised of individuals who are between the

44
<PAGE>

ages of 18 and 49, rent their home, are employed and have annual household
incomes of under $35,000. The consumer survey indicated that over 90% of the
Company's customers in the surveyed markets were repeat customers and that
over 50% had used the Company's services more than ten times. Of those
customers surveyed, 85% were employed. The Company believes that consumers
value attention to customer service, and their choice of check cashing stores
is influenced by the Company's convenient locations and extended operating
hours.

Based on a customer survey performed for Money Mart in 1995, the Company
believes that the demographics of Money Mart customers are similar to those of
the Company's existing U.S. customers. The survey found that approximately 80%
of Money Mart's customers have annual incomes below $30,000 and 75% are under
the age of 35. Although 65% of the surveyed customers have a bank account,
these consumers continue to use Money Mart due to the fast and courteous
service and the stores' extended operating hours.

DFG believes that many of its customers are unskilled workers or independent
contractors who receive payment on an irregular basis and generally in the
form of a check. The Company's core customer group lacks sufficient income to
accumulate assets or to build savings. These customers rely on their current
income to cover immediate living expenses and cannot afford the delays
inherent in waiting for checks to clear through the commercial banking system.
Furthermore, the Company believes that many of its customers use its check
cashing services in order to gain immediate access to cash without having to
maintain a minimum balance in a checking account and incur the cost of
maintaining a checking account. In addition, although research conducted for
the Company indicates that approximately 30% of its customers do have bank
accounts, these customers use check cashing stores because they find the
locations and extended operating business hours of the Company's stores more
convenient than those of banks and value the ability to receive cash
immediately, without waiting for a check to clear.

PRODUCTS AND SERVICES

The Company's Retail Stores Division is responsible for DFG's check cashing
store networks; the Merchant Services Division manages electronic benefits
distribution networks in New York State and Pennsylvania.

RETAIL STORES DIVISION

DFG's check cashing stores provide a broad range of consumer financial
products and services to its customers at convenient locations with extended
operating hours. Customers typically use DFG's stores to cash checks (payroll,
government and personal), receive government benefits and utilize one or more
of the additional financial services available at most locations.

Check Cashing

Customers may cash all types of checks at any DFG location, including
payroll checks (approximately 50% of all checks cashed), government checks
(26%) and personal checks (24%). In exchange for a verified check, DFG
customers receive cash immediately, for a fee, and are not required to wait
several days for the check to clear. Both the customer's identification and
the validity of the check are verified by multiple sources pursuant to the
Company's standard verification procedures before any cash is distributed.
Customers are charged a fee for this service (typically a small percentage of
the face value of the check) which varies depending upon the type of check
cashed and whether or not the customer has a previous record of cashing checks
at that location. For the twelve months ended June 30, 1996, check cashing
fees averaged approximately 2.8% of check face value, and on a pro forma basis
for the Acquisitions, check cashing fees averaged approximately 2.9% of check
face value.

Check cashing fees are typically based on the risk profile of both the
customer and the type of check. Government checks are considered to be the
most secure. The Company, therefore, charges only a small fee of approximately
1.0% of the face amount to cash these checks. Cashing payroll checks involves
more risk,

45
<PAGE>

primarily due to the higher incidence of stolen checks with forged
endorsements, stop payments and insufficient funds. Fees for payroll checks
range from 1.0% to 2.5% of the face amount. Personal checks generally carry
the highest level of risk. Therefore, before cashing a personal check, the
teller is required to perform several identification cross checks. Fees on
personal checks range generally from 1.0% to 6.0% of the face amount.

The following chart presents a summary of check cashing data for the periods
indicated below:

CHECK CASHING FEE SUMMARY

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------------------- JUNE 30,
1991 1992 1993 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Face amount of checks
cashed................. $231,173,000 $267,009,000 $307,523,000 $160,681,000
Number of checks
cashed................. 933,610 1,202,454 1,307,768 662,855
Average face amount per
check.................. $ 247.61 $ 222.05 $ 235.15 $ 242.41
Average fee per check... $ 6.27 $ 6.59 $ 6.53 $ 6.78
Average fees as a % of
face amount............ 2.53% 2.97% 2.78% 2.80%
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------ ----------------------------------------
PRO FORMA PRO FORMA
1995 1996 1996 1995 1996 1996
------------ ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Face amount of checks
cashed................. $510,771,000 $728,123,000 $1,893,885,000 $166,984,000 $313,385,000 $507,700,000
Number of checks
cashed................. 2,132,006 3,051,037 7,236,000 686,000 1,090,000 1,810,000
Average face amount per
check.................. $ 239.57 $ 238.65 $ 261.73 $ 234.42 $ 287.51 $ 280.50
Average fee per check... $ 6.45 $ 6.65 $ 7.65 $ 6.26 $ 7.10 $ 7.30
Average fees as a % of
face amount............ 2.69% 2.79% 2.93% 2.57% 2.47% 2.60%
</TABLE>

Historically, the Company has used price promotions to increase the number
and average face amount of the checks it cashes. Management believes that the
volume gains from selective price promotions more than offset any unit price
declines. For example, in 1993, the average fee fell from 3.0% to 2.8% of the
face amount of the check, but the average face amount of checks cashed
increased 5.9%, which translated into an increase in check cashing fee
revenue. In fiscal 1996, check cashing activities increased, pushing up the
average fee per check to $6.65, or 2.8% of the face amount.

If a check cashed by the Company is not paid for any reason, the full face
value of the check is recorded as a loss in the period during which the check
was returned. The check is then sent to the store for collection and, if after
30 days it still remains uncollected, then it is sent to the Company's
internal collections department, which contacts the maker and/or payee of each
returned check and, if necessary, commences legal action. The collections
department currently employs eight people who work full-time collecting
returned items. During fiscal 1996, approximately 69.0% of the face value of
checks returned during that year was ultimately collected by the Company and,
on a pro forma basis, approximately 74.3% of the face value of checks returned
during that year was ultimately collected.

46
<PAGE>

The following chart presents a summary of the Company's returned check
experience for the periods indicated below:

RETURNED CHECK EXPERIENCE

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------ JUNE 30,
1991 1992 1993 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Face amount of returned checks..... $695,000 $540,000 $1,085,000 $621,000
Collections on returned checks..... 373,000 195,000 723,000 365,000
Net write-offs of returned checks.. 322,000 345,000 362,000 256,000
Collections as a percentage of
returned checks................... 53.7% 36.0% 66.7% 58.8%
Net write-offs as a percentage of
check cashing revenues............ 5.5% 4.4% 4.2% 5.7%
Net write-offs as a percentage of
face amount of checks cashed...... 0.14% 0.13% 0.12% 0.16%
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
----------------------------------- --------------------
PRO FORMA
1995 1996 1996 1995 1996
---------- ---------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
Face amount of returned
checks................. $2,006,000 $3,763,000 $11,915,000 $722,000 $1,645,000
Collections on returned
checks................. 1,203,000 2,598,000 8,852,000 416,000 1,071,000
Net write-offs of
returned checks........ 803,000 1,165,000 3,063,000 306,000 574,000
Collections as a
percentage of returned
checks................. 60.0% 69.0% 74.3% 57.6% 65.1%
Net write-offs as a
percentage of check
cashing revenues....... 5.8% 5.7% 5.5% 7.1% 7.4%
Net write-offs as a
percentage of face
amount of checks
cashed................. 0.16% 0.16% 0.16% 0.18% 0.18%
</TABLE>

Other Services and Product Extensions

In addition to check cashing, DFG customers are able to choose from a
variety of products and services when conducting business at the Company's
check cashing locations. These services include lottery ticket sales,
electronic tax filing (primarily used by customers to secure a "refund
anticipation loan" from the Company), phone cards, transportation passes and
utility bill payment services. A survey of the Company's customers by an
independent third party revealed that over 50% of customers use other services
in addition to check cashing. Management believes that providing these
services helps to implement the Company's customer-driven strategy by creating
a "one-stop shop" atmosphere for its customers.

Among the products and services other than check cashing offered by the
Company are the following:

. Money Orders--DFG's check cashing stores exchange money orders for cash
and/or checks for a minimal fee, with an average fee and face amount of
$0.41 and $97, respectively, for the fiscal year ended June 30, 1996.
Money orders are typically used as a means of payment of rent and
utility bills for customers who do not have checking accounts. For the
twelve months ended June 30, 1996, DFG's check cashing stores sold a
total of 2.8 million money orders, generating total money order revenues
of $1.1 million. By December 31, 1996, the Company plans to exclusively
offer Western Union money orders at all of its check cashing stores.

. Money Transfers--At DFG's check cashing stores, customers can transfer
funds to any location providing Western Union money transfer services.
Western Union currently has 23,000 agents in more than 130 countries
throughout the world. DFG receives a percentage of the fee charged by
Western Union for the transfer as its commission. For the twelve months
ended June 30, 1996, the Company's check cashing stores executed 284,000
wire transfers and generated total wire transfer fees of $1.5 million.

47
<PAGE>

The Company has recently begun offering the following financial products as
part of its focus on becoming a full service provider of consumer financial
products and services, in addition to its existing basket of products and
services:

. Cash 'Til Payday Loan Program--DFG acts as an agent to offer unsecured
short-term loans to customers with established bank accounts and
verifiable employment. Loan sizes are up to $200, with terms of no
longer than 30 days.

. Personal Lines of Insurance--DFG has been conducting pilot marketing
programs with several insurance underwriters to provide life, accidental
death and dismemberment, and renters or "contents" insurance to its
customers. Under certain programs, the first of which began in February
1996, DFG acts as a remittance agent for non-qualifying life, accidental
death, and disability insurance. In other areas, licensed agents from
the carriers sell policies in the Company's stores. Customers can pay
for the policy in full or in periodic installments which may be made at
the Company's stores. DFG receives a percentage of the premium from the
underwriter for acting as remittance agent.

Kiosks

The Company operates 80 to 100 square-foot kiosks within pre-existing
convenience stores. These kiosks will eventually offer the same services as
stand-alone Company stores. DFG's management considers the key advantages of
the kiosk format to include: shared overhead costs, pooled advertising and
signage costs, and access to high-traffic areas and a potentially expanded
market.

On April 30, 1996, DFG signed an agreement with The Southland Corporation
(the "Southland Agreement") to purchase and operate kiosks within The
Southland Corporation's 7-Eleven stores. Pursuant to the Southland Agreement,
(i) DFG purchased six existing kiosks in Dallas, Texas and operates five
existing kiosks in Austin, Texas and (ii) DFG agreed to develop, construct and
operate an additional 19 kiosks in 7-Eleven stores located in the Dallas/Fort
Worth area. Under certain circumstances, the Company will be able to open an
additional 100 kiosks within existing 7-Eleven stores on the same or similar
terms as those that govern its existing kiosks.

Government Benefits Distribution

In addition to the other consumer financial products and services offered by
the Company, DFG stores in Philadelphia, Pittsburgh, Detroit, Southern
California, Washington and Ohio provide for the distribution of public
assistance benefits and food coupons. The Company believes that many state and
local governments have elected to employ this method of distribution as a
means of reducing administrative overhead and fraud which is often prevalent
when benefits are issued through the mail. DFG's government contracts require
the Company to provide continuous, uninterrupted operation of a benefits
transfer system during normal business hours in its check cashing locations.
The Company is paid on a per transaction basis by the contracting governmental
agency. The initial terms of these contracts range from one to five years and,
in some cases, provide the government agencies the opportunity to extend the
contract for additional periods. With only one exception, each government
contract to provide these types of services has been extended at every renewal
date since 1981.

48
<PAGE>

The following chart outlines the terms and performance of DFG's existing
government contracts:

DFG'S EXISTING GOVERNMENT CONTRACT BUSINESS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NUMBER OF 1996 GOVT. 1996 GOVERNMENT
STORES UNDER CONTRACT TOTAL MARKET PERCENTAGE CONTRACT CONTRACT
MARKET CONTRACT REVENUE REVENUES OF TOTAL SINCE EXPIRES(1)
------ ------------ ---------- ------------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Philadelphia, PA........ 20 $6,192 $ 9,226 67.1% 1979 1998
Michigan(2)............. 14 1,461 2,070 70.6% 1985 1999
Ohio(3)................. 16 836 2,936 28.5% 1983 1996
California(2)........... 13 711 10,103 7.0% 1984 1997
Pittsburgh, PA.......... 11 662 2,536 26.1% 1990 1998
Washington(4)........... 9 345 2,844 12.1% 1989 --
</TABLE>
- --------
(1) As indicated above, although the current contracts expire on the date
indicated, it has been the Company's experience that such contracts are
typically renewed prior to their expiration. Certain of the contracts,
however, have no remaining option periods.
(2) In Michigan and California, the Company has contracts with two individual
counties. The expiration date in the chart indicates the earlier
expiration date of the two contracts.
(3) In Ohio, the Company has contracts with four individual counties. The
expiration date in the chart indicates the earliest expiration date of the
four contracts.
(4) The Washington contract continues until terminated by either party as
provided in the contract.

Although the Company believes that government contracts will comprise a
lower percentage of the Company's future revenues, it still plans to devote
resources to bidding for the renewal of its existing government contracts. The
Company has a very successful track record with respect to retaining
government contracts. With one exception, the Company has retained every
government contract on which it has rebid. Since past rebid proposals are
publicly available, the Company analyzes prior biddings and uses the
information to competitively rebid the current proposal. The Company believes
that these efforts, combined with its track record, will enable it to retain
its existing government contracts. However, there can be no assurance that the
Company will in fact be able to retain its existing government contracts.

DFG believes that, over the next few years, a number of state and local
government agencies will install electronic benefits transfer systems designed
to disburse public assistance benefits directly to individuals (sometimes
referred to as "EBT" systems). DFG already provides support and operating
services for the distribution of public assistance benefits pursuant to
contracts with state agencies in both New York State (through a subcontract)
and Pennsylvania. See "--Products and Services--Merchant Services Division."
Given its experience in providing such services, the Company may seek to
provide similar services for newly-installed EBT systems. However, the
installation of EBT systems may enable recipients of public assistance
benefits to receive such funds without cashing a government check. Therefore,
there can be no assurance that the installation of such systems will not have
a material adverse effect on the Company's results of operations or financial
condition.

MERCHANT SERVICES DIVISION

The Company's Merchant Services Division provides support and operating
services for the distribution of public assistance benefits through contracts
with state agencies in both New York State and Pennsylvania. EBT systems equip
participating merchants with point-of-sale ("POS") devices that are on-line
with the contracting agency's recipient database. In New York, DFG acts as a
subcontractor to Citibank, N.A. ("Citibank") to maintain and service
Citibank's network of electronic government benefits distribution to several
hundred merchants throughout the state. In Pennsylvania, DFG owns, operates,
and maintains the system which electronically distributes public assistance
benefits through fourteen of the Company's check cashing stores in the city of
Philadelphia.

49
<PAGE>

New York

In 1988, the State of New York began issuing food stamp benefits through its
Electronic Benefits Issuance and Control System to 330,000 recipients on a
monthly basis through grocery stores and other merchants in 57 counties
outside of New York City. This package of benefits is currently distributed
electronically through POS devices located in over 1,300 grocery, convenience
and check cashing stores. These devices are directly connected to the state's
welfare recipient database and operate in a manner similar to ATM machines by
providing immediate verification when a recipient's magnetically encoded card
is scanned through the system.

Although Citibank provides the POS devices to the merchants, it has little
direct follow-up contact with either the distribution points or the benefits
recipients. DFG operates as a subcontractor to Citibank and is responsible for
monitoring and maintaining the network. The Company employs field agents and
administrative personnel headquartered in Albany, New York to train merchants
in the use of Citibank's POS terminals, monitor merchants for security
compliance and quality control and maintain accounting procedures to reconcile
benefit transactions at each site. The Company is paid on a fee-per-
transaction basis for its services.

Pennsylvania

In Pennsylvania, the Company owns the PenNet System, an EBT system that was
acquired from the Planning Resource Corporation in January 1993. The PenNet
system is operated in conjunction with some of the Company's Philadelphia-
based check cashing stores and certain grocery stores in other parts of the
state in order to assist in the distribution of food coupons and other public
benefits in Pennsylvania.

Within the PenNet system, recipient eligibility is determined at the state
welfare office where magnetic cards are generated and issued to recipients.
Recipient data is initially entered into the PenNet system at the county
assistance offices and is then updated daily at the PenNet data center in
Philadelphia. Recipients visit DFG's check cashing stores and other benefits
issuance sites throughout Philadelphia to receive their benefits, and must
present their magnetic cards to a teller who passes the card through a
scanning device. DFG is paid a monthly fee to operate and support this system.

50
<PAGE>

STORE OPERATIONS

Locations

The following chart sets forth the number of stores in operation as of the
dates indicated:

<TABLE>
<CAPTION>
DFG
------------------------------------------- PRO FORMA
DECEMBER 31, JUNE 30, AS OF
-------------- -------------- SEPTEMBER 30, MONEY SEPTEMBER 30,
MARKETS 1991 1992 1993 1994 1995 1996 1996 MART CASH-N-DASH C&C 1996
------- ---- ---- ---- ---- ---- ---- ------------- ----- ----------- --- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA
Southern................ 16 20 20 20 19 27 49 0 0 0 49
Northern................ 0 0 0 0 13 13 24 0 32 23 79
PA
Philadelphia............ 21 22 22 22 41 20 25 0 0 0 25
Pittsburgh.............. 12 13 13 12 14 11 11 0 0 0 11
OH
Cleveland............... 17 13 13 13 11 11 26 0 0 0 26
Other Ohio Cities(1).... 5 5 6 8 8 9 8 0 0 0 8
Phoenix, AZ............. 0 0 0 0 0 8 17 0 0 0 17
TX
Dallas.................. 0 0 0 0 0 6 9 0 0 0 9
Austin.................. 0 0 0 0 0 5 5 0 0 0 5
Detroit, MI(2).......... 14 15 15 15 14 13 13 0 0 0 13
Norfolk, VA............. 0 19 19 19 14 14 14 0 0 0 14
Seattle, WA............. 0 0 0 0 9 9 9 0 0 0 9
Salt Lake City, UT...... 0 0 0 0 4 4 4 0 0 0 4
MD/DC................... 0 0 0 0 0 0 4 0 0 0 4
Albuquerque, NM......... 0 0 0 0 3 3 3 0 0 0 3
New Orleans, LA......... 0 0 0 0 0 0 3 0 0 0 3
HI...................... 0 0 0 0 0 0 3 0 0 0 3
WI...................... 0 0 0 0 0 1 1 0 0 0 1
CANADA
Company................. 0 0 0 0 0 0 0 36 0 0 36
Franchised.............. 0 0 0 0 0 0 0 107 0 0 107
--- --- --- --- --- --- --- --- --- --- ---
Total Stores............ 85 107 108 109 150 154 228 143 32 23 426
</TABLE>
- --------
(1) These other cities include Akron, Canton, Youngstown and Cincinnati, Ohio.
(2) Includes a single store located in Kalamazoo, Michigan.

Management adheres to a strict set of market survey and location guidelines
when selecting acquisition targets and new store sites. The Company's store
base is a mix of urban sites, which are located in high-traffic shopping
areas, and suburban locations, which are in strip malls near multi-family
housing complexes. In the future, the Company plans to emphasize suburban
strip mall locations, particularly in the southeastern and western parts of
the United States.

Layout and Facilities

As part of its retail and customer-driven strategy, the Company presents a
clean and attractive environment and an appealing format for its check cashing
stores. DFG's check cashing stores are generally free standing with visible
signage on the storefront. Size varies by location, but the stores are
generally 1,000 to 1,400 square feet with approximately half of that space
allocated to the teller and back office areas. There are typically three to
five teller lanes available for customer transactions.

Operating hours vary by location, but are typically extended and designed to
cater to those customers who, due to work schedules, cannot make use of
"normal" banking hours. A typical store operates from 8:00 A.M. to 8:00 P.M.
during weekdays and Saturdays, and 10:00 A.M. to 5:00 P.M. on Sundays. In
certain locations, the Company operates stores on a 24-hour, seven-days-per-
week basis.

51
<PAGE>

All of the Company's individual stores are leased, generally under leases
providing for an initial multi-year term and renewal terms from one to five
years. The Company generally assumes the responsibility for required leasehold
improvements, including signage, teller partitions, alarm systems, computers,
time-delayed safes and other office equipment. The leases relating to stores
that provide government benefits distribution typically allow for the
termination of a store's lease in the event of the loss of a material
government contract.

Technology

The Company currently has an enterprise-wide transaction processing computer
network. The Company believes that this system has improved customer service
by reducing transaction time and enabling the Company to better manage
returned check losses and comply with regulatory record-keeping and reporting
requirements.

The Company is currently developing and testing a POS transaction processing
system comprised of a networked hardware and software package with integrated
database and reporting capabilities. Management believes that the POS system
will provide its stores with instantaneous customer information, thereby
reducing transaction time and improving the efficiency of the Company's credit
verification process. When implemented, the POS system is expected to enhance
the Company's ability to offer new products and services and to improve its
customer service. The Company believes that it will begin outfitting its
stores with the POS system in fiscal 1997 and intends to spend up to $2.0
million over the next two years to purchase the necessary equipment and
implement the POS system.

Security

All check cashing operations are exposed to two major classes of theft:
robbery and internal theft. DFG management has implemented extensive security
systems, dedicated security personnel and management information systems which
address both areas of potential loss. Management believes that its systems are
among the most effective in the industry. Total net security losses
represented less than 0.5% of both total revenues and total check volume for
the twelve months ended June 30, 1996.

All store employees operate behind bullet-resistant glass and steel
partitions and the back office, safe and computer areas are locked and closed
to customers. Each store's security measures include safes, electronic alarm
systems monitored by third parties, control over entry to teller areas,
detection of entry through perimeter openings, walls, and ceilings and the
tracking of all employee movement in and out of secured areas. In addition, as
security contracts expire and as new stores are opened, the Company is
centralizing its security measures to strengthen and improve its control over
the secured areas. This centralized system includes the following security
measures in addition to those mentioned above: identical alarm systems in all
stores, remote control over alarm systems, arming/disarming and changing user
codes, and mechanically and electronically controlled time-delay safes.

Due to the high volumes of cash, food stamps, and negotiable instruments
handled at the Company's locations, daily monitoring, unannounced audits and
immediate response to irregularities are critical in combating theft and
fraud. The Company has retained the accounting firm of Ernst & Young LLP for
an internal auditing program which includes unannounced store audits at every
store.

ADVERTISING AND MARKETING

The Company is continually surveying and researching its customer trends and
purchasing patterns in order to place the most effective advertising for each
market. The Company's corporate marketing department's promotions typically
include point-of-sale materials, advertising support, and store personnel
instructions on the use of the materials. The Company also arranges
cooperative advertising for its products and services. For example, the
Company does significant cooperative advertising with Western Union. Store
managers are also provided with local store marketing training that sets
standards for promotions and marketing their store on a local level. A
national yellow page company is utilized to place all yellow page advertising
as effectively and prominently as possible. The Company does research into
directory selection to assure effective communication to its target customers.

52
<PAGE>

COMPETITION

The check cashing industry in the United States is highly competitive and
will become even more so as the industry consolidates. American Business
Information, Inc. has reported that as of July 1996, a total of approximately
5,400 check cashing stores were operating in the United States.

DFG, with 426 stores, is the second largest check cashing store network in
the United States. ACE Cash Express, Inc. operates the largest check cashing
store network in the United States, operating 680 stores in 29 states as of
September 6, 1996. The ten largest chains control less than 30% of the total
stores which reflects the fragmented nature of the check cashing industry.

In addition to other check cashing stores in the U.S. and Canada, DFG
competes with banks and other financial services entities, and retail
businesses, such as grocery and liquor stores, which will cash checks for
their customers. Some competitors, primarily grocery stores, do not charge a
fee to cash a check. However, these merchants provide this service to a
limited number of customers with superior credit ratings, and will typically
only cash "first party" checks, or those written on the customer's account and
made payable to the store.

REGULATION

The Company is subject to regulation in several of the jurisdictions in
which it operates, including jurisdictions that regulate check cashing fees,
require prompt remittance of money order proceeds to money order suppliers or
require the registration of check cashing companies. In addition, the Company
is subject to federal and state regulation which requires the reporting and
recording of certain currency transactions and certain of the Company's
operations are also subject to federal and state regulations governing
consumer protection and lending practices.

State Regulation

To date, the regulation of check cashing fees has been restricted to the
state level. The Company is currently subject to fee regulation in two states,
Ohio and California, where regulations set maximum fees for various types of
checks in an attempt to prevent usurious pricing practices. However, the
Company's fees are well below the ceilings currently established in such
states.

The following chart presents a summary of current state fee regulations for
check cashing operations in those states where the Company's check cashing
stores are currently located:

CURRENT CHECK CASHING FEE REGULATIONS

California:Maximum of 3.0% fee for government and payroll checks (3.5%
without specified identification) or $3.00, whichever is
greater. Permits one-time $10.00 fee to issue
identification. Ceiling fees set in 1992.

Ohio: Maximum of 3.0% fee for government checks. Ceiling fees set
in 1993.

The Company operates a total of 129 stores in California and Maryland. These
states are among those that have so-called "prompt remittance" statutes. Such
statutes specify a maximum time for the payment of proceeds from the sale of
money orders to the issuer of such money orders thereby limiting the number of
days or "float" which the Company has use of the money from the sale of such
money orders. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."

In addition, certain states, including California, Ohio, Arizona and
Louisiana, have enacted licensing requirements for check cashing stores. Other
states, including Ohio, require the conspicuous posting of the fees charged by
each store. A number of states, including Ohio, also have imposed record
keeping requirements while others require check cashing stores to file fee
schedules with the state.

53
<PAGE>

In Canada, the federal government does not directly regulate the check
cashing industry nor do provincial governments impose any regulations specific
to the industry. The exception is in the Province of Quebec where check
cashing stores are not permitted to charge a fee to cash government checks.

The adoption of check cashing fee regulations and prompt remittance statutes
in additional jurisdictions or the reduction of maximum allowable fees in the
jurisdictions currently regulating check cashing could have an adverse effect
on the Company's business and could restrict the ability of the Company to
expand its operations into certain states. As the Company develops new
products and services in the insurance and consumer finance areas, it may
become subject to additional federal and state regulations governing those
areas.

In addition to fee regulations and prompt remittance statutes, certain
jurisdictions have also (i) placed limitations on the commingling of money
order proceeds and (ii) established minimum bonding or capital requirements.
The Company's consumer lending activities are subject to certain state and
federal regulations, including, but not limited to, regulations governing
lending practices and terms, such as truth in lending and usury laws.

There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future or that existing
regulations will not restrict the ability of the Company to continue its
current methods of operations or to expand its operations.

Federal Regulation

Pursuant to regulations promulgated under the Bank Secrecy Act by the U.S.
Treasury Department, transactions involving currency in an amount greater than
$10,000 or the purchase of monetary instruments for cash in amounts from
$3,000 to $10,000 must be recorded. In general, every financial institution,
including the Company, must report each deposit, withdrawal, exchange of
currency or other payment or transfer, whether by, through or to the financial
institution that involves currency in an amount greater than $10,000. In
addition, multiple currency transactions must be treated as single
transactions if the financial institution has knowledge that the transactions
are by, or on behalf of, any one person and result in either cash-in or cash-
out totaling more than $10,000 during any one business day. Management
believes that the Company's POS system and employee training programs are
essential to the Company's compliance with these regulatory requirements.

From time to time, legislation is introduced at the state or federal level
which could have a broad impact on the Company's business. During 1995, a bill
was introduced in the U.S. House of Representatives which would, in part,
require states to license check cashers. In the opinion of management, the
passage of this bill in its current form would not materially impact the
Company's operations.

In 1994, Congress passed a bill which suggests, but does not require, that
check cashers disclose their fees to both customers and state regulators and
suggests that the states establish uniform laws for licensing and regulating
check cashers. In addition, the bill requires check cashers to register with
the U.S. Treasury Department. Specific regulations governing these
registration requirements have not yet been issued. The provisions of the bill
have not materially impacted the Company's operations.

PROPRIETARY RIGHTS

The Company has the rights to a variety of service marks relating to
products or services it provides in its stores. In addition, the Company has
trademarks relating to the various names under which the Company's stores
operate. The Company does not believe that any of its service marks or
trademarks are material to its business.

INSURANCE COVERAGE

The Company is required to maintain insurance coverage against loss,
including theft, pursuant to its contracts with several state agencies. In
addition, the Company maintains insurance coverage against criminal acts,
which coverage has a $25,000 deductible.

54
<PAGE>

EMPLOYEES

As of September 30, 1996, the Company employed approximately 1,200 persons,
comprised of: (i) 50 persons employed at the Company's headquarters in
accounting, MIS, legal and administrative functions, (ii) 1,110 persons
employed by the Retail Stores Division, including tellers, store managers,
regional supervisors, operations directors and administrative personnel and
(iii) 40 persons employed by the Merchant Services Division who oversee
operations, coordinate the activities of field personnel and manage the
benefits distribution systems in New York State and Pennsylvania.

None of the Company's employees is represented by labor unions, and
management believes that its relations with its employees are good.

LEGAL PROCEEDINGS

In May 1996, a complaint was filed against the Company and one of its
subsidiaries (in the case styled Adrian Rubin v. Monetary Management Corp.,
Monetary Management Corporation, Monetary Management Holdings, Inc., Jeffrey
A. Weiss and Donald F. Gayhardt, Phila. Co. CCP, May Term, 1996, Civil Action
No. 888) relating to the acquisition in February 1995 of the assets of 19
check cashing stores from ARI, Inc. for consideration consisting, in part, of
a $2.7 million note issued by such subsidiary (which note is not guaranteed by
the Company). The seller has sued for breach of contract, breach of oral
guaranty, fraudulent inducement, negligent misrepresentation and fraudulent
misrepresentation, for which he contends he is entitled to in excess of $2.7
million, plus punitive damages and attorney's fees. The Company intends to
actively contest each of the causes of action asserted in the complaint.

The Company is not a party to any other material litigation and is not aware
of any pending or threatened litigation, other than routine litigation and
administrative proceedings arising in the ordinary course of business, that
would have a material adverse effect on the Company.

55
<PAGE>

MANAGEMENT

DIRECTORS AND OFFICERS

The directors and officers of Holdings as of the date of this Prospectus and
their respective ages and positions with Holdings are set forth below:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jeffrey Weiss................ 52 Chairman of the Board of Directors, President
and Chief Executive Officer
Donald Gayhardt.............. 32 Executive Vice President, Chief Financial
Officer, Secretary, Treasurer and Director
Nora Kerppola................ 31 Director
Wesley Lang, Jr.............. 39 Director
Paul Gelburd................. 39 Director
Joshua Brain................. 41 Director
</TABLE>

The directors and officers of DFG as of the date of this Prospectus and
their respective ages and positions with DFG are set forth below:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jeffrey Weiss................... 52 Chairman of the Board of Directors,
President and Chief Executive Officer
Donald Gayhardt................. 32 Executive Vice President, Chief Financial
Officer, Secretary, Treasurer and Director
Peter Sokolowski................ 35 Vice President--Finance
Bernard Flaherty................ 46 Vice President--Store Operations
Michael Marcus.................. 35 Vice President--Information Systems
</TABLE>

Jeffrey Weiss has served as the Chairman, President and Chief Executive
Officer of DFG and Holdings since the Company's acquisition by an affiliate of
Bear Stearns in May 1990. Until June 1992, Mr. Weiss was also a Managing
Director at Bear Stearns & Co. Inc. ("Bear Stearns") with primary
responsibility for the firm's investments in small to mid-sized companies, in
addition to serving as Chairman and Chief Executive Officer for several of
these companies. Mr. Weiss is the author of several popular financial guides.

Donald Gayhardt joined DFG as a full-time employee in October 1992 and
currently has responsibility for business development, finance, treasury and
general administrative functions. Mr. Gayhardt has also served on the Board of
Directors of Holdings since 1990, and on the Board of Directors of DFG since
1993. Prior to joining the company, Mr. Gayhardt was employed by Bear Stearns
from 1988 to 1993, most recently as an Associate Director in the Principal
Activities Group, where he had oversight responsibility for the financial and
accounting functions at a number of manufacturing, distribution and retailing
firms, including DFG. Prior to joining Bear Stearns, Mr. Gayhardt held
positions in the mergers and acquisitions advisory and accounting fields.

Peter Sokolowski has been Vice President--Finance of DFG since June 1991 and
has overall responsibility for the Company's accounting systems and controls,
as well as financial management. Prior to joining the Company, Mr. Sokolowski
worked in various financial positions in the commercial banking industry.

Bernard Flaherty joined DFG in May 1995 as Vice President--Store Operations.
Mr. Flaherty's 22 years of multi-unit retail experience includes both
operations and marketing responsibilities. Prior to joining the Company, Mr.
Flaherty served as Vice President of Sales/Marketing for Coastal Mart, Inc.
for two years. Prior to that, Mr. Flaherty had an extensive 20-year career
with The Southland Corporation.

56
<PAGE>

Michael Marcus has been Vice President--Information Systems of DFG since
1992. Mr. Marcus is responsible for the data processing and information
technology functions and has developed an enterprise-wide store management
system which includes financial reporting and inventory control. Prior to
joining DFG, Mr. Marcus was employed in artificial intelligence programming
with E.I. du Pont de Nemours and Company.

Nora Kerppola has been a director of Holdings since January 1995. She is a
General Partner of WPG Private Equity Partners, L.P., the general partner of
WPG Corporate Development Associates IV, L.P., a shareholder of Holdings.
Prior to joining WPG in 1994, she worked as a private equity investor for four
years with Investor International (U.S.), a subsidiary of Sweden's Wallenberg
Group. Ms. Kerppola began her career at CS First Boston Corporation, where she
was an Associate in the Investment Banking Department.

Wesley Lang, Jr. has been a director of Holdings since June 1994. He has
been a principal of WPG since 1987, and was elected to that firm's Executive
Committee in 1994. Mr. Lang is currently a Managing General Partner of WPG
Private Equity Partners, L.P., the general partner of WPG Corporate
Development Associates IV, L.P. Prior to joining WPG in 1985, he specialized
in acquisition financing at Manufacturers Hanover Trust Company. He also
serves as a director of Durakon Industries, Inc. and Chyron Corporation.

Paul Gelburd is a Senior Vice President in the Equity Capital Group of GECC
specializing in strategic investments. Mr. Gelburd has been a director of
Holdings since August 1996. He joined GECC in 1995 from Columbia Financial
Partners, a private equity investment firm, where he was a partner since 1992.
Prior to Columbia Financial Partners, Mr. Gelburd was a partner at Putnam,
Lovell & Co., a boutique investment advisory firm specializing in the money
management industry. From 1984 to 1990, Mr. Gelburd was a member of the
Mergers and Acquisitions group at Morgan Stanley, where he specialized in
financial institutions. Prior to Morgan Stanley, Mr. Gelburd was a member of
the energy and technology practice at Booz, Allen & Hamilton.

Joshua Brain has been a director of Holdings since September 1996, the month
in which he joined Pegasus Financial LLC as a principal. Prior to joining
Pegasus Financial LLC, Mr. Brain was a Managing Director and a member of the
management committee at Financial Security Assurance Inc., a New York monoline
financial guaranty company which he joined in 1989. From 1983 to 1989, Mr.
Brain practiced law with Cleary, Gottlieb, Steen & Hamilton in New York.

COMPENSATION OF DIRECTORS

Directors are not provided with any compensation for their services other
than the reimbursement of expenses associated with attending meetings of the
Boards of Directors or any committee thereof.

COMMITTEES

There are currently no committees of the Boards of Directors.

57
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation
of the Chief Executive Officer and each of the other executive officers of the
Company who had annual compensation in fiscal year 1996 in excess of $100,000
(the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ -------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL COMPEN- UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) OPTIONS(#)(3) COMPENSATION
------------------ ---- -------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey Weiss........... 1996 $350,000 $231,272 $4,750
Chairman, President and 1995 350,000 189,000 $67,364 6,246
Chief Executive Officer 1994 261,384 242,500 3,750 4,620
Donald Gayhardt.........
Executive Vice 1996 140,000 67,760 4,135
President and Chief 1995 140,000 75,600 6,008
Financial Officer 1994 130,000 59,500 1,250 5,064
Bernard Flaherty(2)..... 1996 105,000 10,000 1,987
Vice President--Store 1995 13,125 0 214
Operations
</TABLE>
- --------
(1) Includes $18,582 paid for Mr. Weiss in 1995 for a Company leased vehicle
and $26,453 paid for life insurance premiums on policies where the Company
was not the named beneficiary. Perquisites and other personal benefits
provided to each other Named Executive Officer did not exceed the lesser
of $50,000 or 10% of the total salary and bonus for such Named Executive
Officer.
(2) Mr. Flaherty joined the Company in May 1995.
(3) The amounts shown in this column represent stock options with respect to
shares of Holdings Common Stock which were issued in each fiscal year. No
options to purchase Holdings Common Stock or SARs were granted in fiscal
1996 or 1995 to the Named Executive Officers.

The following table sets forth information concerning options to purchase
Holdings Common Stock held by each of the Named Executive Officers as of the
fiscal year ended June 30, 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR END FISCAL YEAR END(2)
NAME -------------------------- -------------------------
- ---- EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C>
Jeffrey Weiss.............. 1,750/2,000 $1,050,000/$525,000
Donald Gayhardt............ 583/667 349,800/175,200
</TABLE>
- --------
(1) No options were exercised and no SARs were granted in the last fiscal
year.
(2) An assumed fair market value of $1,600 per share was used to calculate the
value of the options. As the shares are not traded in an established
public market, the value assigned is based on the price received in the
Equity Transaction.

58
<PAGE>

EMPLOYMENT AGREEMENTS

Jeffrey Weiss

Mr. Weiss, Chairman, President and Chief Executive Officer of Holdings and
DFG, is employed pursuant to an Employment Agreement (the "Weiss Agreement")
dated as of August 8, 1996, between Mr. Weiss, DFG and Holdings (DFG and
Holdings being collectively referred to herein as the "Employer"). The Weiss
Agreement provides for an annual base salary of $400,000, to be adjusted
upward annually at the discretion of the Board of Directors of Holdings. In
addition, Mr. Weiss is eligible to receive an annual bonus in an amount equal
to 60% of his base salary, contingent upon the Employer achieving 100% of its
targeted results (with certain adjustments to the extent the Employer achieves
results short of or in excess of its targeted results). Under certain
circumstances, Mr. Weiss is entitled to the payment of a severance benefit
equal to the sum of two years' base salary and the cash bonus received for the
most recently completed two fiscal years.

The Weiss Agreement also provides for a three year term, terminating on the
later of August 8, 1999 and the first anniversary of the date on which the
Employer gives Mr. Weiss written notice of termination, unless the Weiss
Agreement is otherwise terminated pursuant to its terms. Pursuant to the Weiss
Agreement, Mr. Weiss was granted non-qualified options to acquire up to 2,625
shares of Holdings Common Stock. See "Principal Shareholders." Mr. Weiss is
eligible to participate in all fringe benefit programs of the Employer offered
from time to time to its senior management employees.

Pursuant to the Weiss Agreement, Mr. Weiss has agreed that effective upon
termination, and in consideration for the payment of a severance benefit, he
will not compete with the Employer within the United States for a period of
two years.

Donald Gayhardt

Mr. Gayhardt, Executive Vice President and Chief Financial Officer of
Holdings and DFG, is employed pursuant to an Employment Agreement (the
"Gayhardt Agreement") dated as of August 8, 1996, between Mr. Gayhardt and the
Employer. The Gayhardt Agreement provides for an annual base salary of
$160,000, to be adjusted upward annually at the discretion of the Board of
Directors of Holdings. In addition, Mr. Gayhardt is eligible to receive an
annual bonus in an amount equal to 60% of his base salary, contingent upon the
Employer achieving 100% of its targeted results (with certain adjustments to
the extent the Employer achieves results short of or in excess of its targeted
results). Under certain circumstances, Mr. Gayhardt is entitled to the payment
of a severance benefit equal to the sum of one year's base salary and the cash
bonus received for the most recently completed calendar year.

The Gayhardt Agreement also provides for a three year term, terminating on
the later of August 8, 1999 and the first anniversary of the date on which the
Employer gives Mr. Gayhardt written notice of termination, unless the Gayhardt
Agreement is otherwise terminated pursuant to its terms. Pursuant to the
Gayhardt Agreement, Mr. Gayhardt was granted non-qualified options to acquire
up to 875 shares of Holdings Common Stock. See "Principal Shareholders." Mr.
Gayhardt is eligible to participate in all fringe benefit programs of the
Employer offered from time to time to its senior management employees.

Pursuant to the Gayhardt Agreement, Mr. Gayhardt has agreed that effective
upon termination, and in consideration for the payment of a severance benefit,
he will not compete with the Employer within the United States for a period of
one year.

59
<PAGE>

PRINCIPAL SHAREHOLDERS

All of the issued and outstanding shares of capital stock of the Company are
owned by Holdings.

The following table sets forth as of September 30, 1996 the number of shares
of Holdings Common Stock owned beneficially by (a) each person that is the
beneficial owner of more than 5% of Holdings Common Stock, (b) all directors
and nominees, (c) the Named Executive Officers and (d) all directors and
executive officers as a group. The address of each officer and director is c/o
the Company unless otherwise indicated. As of such date, there were a total of
30,055.04 shares of Holdings Common Stock outstanding.

<TABLE>
<CAPTION>
BENEFICIAL OWNER NUMBER PERCENT
---------------- --------- -------
<S> <C> <C>
WPG Corporate Development Associates IV, L.P. and
WPG Corporate Development Associates IV (Overseas), L.P. ... 17,877.74 59.49%
One New York Plaza
New York, New York 10004
PAG Dollar Investors LLC and Pegasus Partners, L.P........... 6,250.00 20.80%
591 West Putnam Avenue
Greenwich, Connecticut 06831
General Electric Capital Corporation......................... 4,375.00 14.56%
260 Long Ridge Road
Stamford, Connecticut 06927
Jeffrey Weiss(1)............................................. 2,306.23 7.13%
Donald Gayhardt(2)........................................... 768.75 2.49%
Wesley W. Lang, Jr.(3)....................................... 24.73 0.08%
c/o Weiss, Peck & Greer
One New York Plaza
New York, New York 10004
Nora Kerppola (4)............................................ 14.84 0.05%
c/o Weiss, Peck & Greer
One New York Plaza
New York, New York 10004
All directors and officers as a group (9 persons)(5)......... 3,114.55 9.45%
</TABLE>
- --------
(1) Includes options to purchase an aggregate of 2,187.50 shares of Holdings
Common Stock which are currently exercisable or which can be exercised
within 60 days. Jeffrey Weiss holds options to purchase an aggregate of
5,325 shares of Holdings Common Stock, consisting of: (i) options to
purchase 2,625 shares of Holdings Common Stock at a price of $1,000 per
share (such options vest in equal monthly increments over three years,
commencing in July 1994 (and all become immediately vested upon the
occurrence of certain circumstances), and have a term of ten years from
June 30, 1994); (ii) options to purchase 1,125 shares of Holdings Common
Stock with an initial exercise price of $1,000 per share on June 30, 1994,
with the exercise price increasing by 40% on each of June 30, 1995, 1996,
1997, 1998 and 1999, in each case over the exercise price of the prior
year, with an exercise price of $5,000 per share from and after June 30,
1999 (such options are fully vested but are exercisable only in the event
of a change of control of Holdings or an initial public offering of
Holdings Common Stock); and (iii) options to purchase 1,575 shares of
Holdings Common Stock at an exercise price of $1,600 per share (such
options are exercisable only in the event that, at the time of exercise,
WPG has realized an internal rate of return of 35% or more on its equity
investment in Holdings made in August 1996).
(2) Includes options to purchase an aggregate of 729.17 shares of Holdings
Common Stock which are currently exercisable or which can be exercised
within 60 days. Donald Gayhardt holds options to purchase an aggregate of
1,775 shares of Holdings Common Stock, consisting of: (i) options to
purchase 875 shares of Holdings Common Stock at a price of $1,000 per
share (such options vest in equal monthly increments over three years,
commencing in July 1994 (and all become immediately vested upon the
occurrence of certain circumstances), and have a term of ten years from
June 30, 1994); (ii) options to purchase 375 shares of Holdings Common
Stock with an initial exercise price of $1,000 per share on June 30, 1994,
with the exercise price increasing by 40% on each of June 30, 1995, 1996,
1997, 1998 and 1999, in each case over the exercise price of the prior
year, with an exercise price of $5,000 per share from and after June 30,
1999 (such options are fully vested but are exercisable only in the event
of a change of control of Holdings or an initial public offering of
Holdings Common Stock); and (iii) options to purchase 525 shares of
Holdings Common Stock at an exercise price of $1,600 per share (such
options are exercisable only in the event that, at the time of exercise,
WPG has realized an internal rate of return of 35% or more on its equity
investment in Holdings made in August 1996).
(3) Mr. Lang, Jr. serves as a Managing General Partner of the general partner
of WPG Corporate Development Associates IV, L.P. and as a Managing General
Partner and director of the domestic and overseas General Partners,
respectively, of WPG Corporate Development Associates IV (Overseas), L.P.
Mr. Lang, Jr. disclaims beneficial ownership of Holdings Common Stock
owned by those entities.
(4) Ms. Kerppola serves as a general partner of the general partner of WPG
Corporate Development Associates IV, L.P. and of the domestic general
partner of WPG Corporate Development Associates IV (Overseas), L.P. Ms.
Kerppola disclaims beneficial ownership of Holdings Common Stock owned by
those entities.
(5) Includes 2,916.67 shares subject to currently exercisable options or
options exercisable within 60 days.

60
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHAREHOLDERS AGREEMENT

Holdings entered into an Amended and Restated Shareholders Agreement dated
August 8, 1996 (the "Shareholders Agreement") with certain shareholders
signatory thereto (the "Shareholders "), including GECC, WPG Corporate
Development Associates IV, L.P. ("CDA IV Domestic"), WPG Corporate Development
Associates IV (Overseas), L.P. (together with CDA IV Domestic, the "CDA
Funds"), Pegasus, PAG Dollar Investors LLC (together with CDA Funds, GECC and
Pegasus, the "Investors"), Jeffrey Weiss and Donald Gayhardt (together with
Jeffrey Weiss, each a "Management Shareholder"). The Shareholders Agreement
will remain in effect until (1) Holdings Common Stock has been sold in public
offerings registered under the Securities Act with gross proceeds of not less
than $35.0 million, (2) Holdings Common Stock is listed on a national
securities exchange and (3) the number of registered or beneficial holders of
Holdings Common Stock exceeds 500.

Transfer Restrictions

The Shareholders Agreement provides, among other things, for certain
restrictions on the disposition of Holdings Common Stock. Unless a transfer of
Holdings Common Stock which is subject to the Shareholders Agreement is made
in accordance with the terms of such agreement, such transfer will be void and
of no force or effect. Subject to certain exceptions described below, Holdings
Common Stock may not be transferred prior to June 30, 1999 or otherwise
pledged, assigned or delivered as security for indebtedness.

Holdings Common Stock may not be transferred unless the transferring
Shareholder first provides notice to Holdings and each of the remaining
Shareholders. Upon such notice, each Shareholder will have the right to offer
to purchase all, but not less than all, of the shares being offered by the
transferring Shareholder. Such offer may then be accepted or rejected by the
transferor. Any shares of Holdings Common Stock which are subsequently
transferred to a non-Shareholder transferee will remain subject to the terms
and conditions of the Shareholders Agreement.

Repurchase of Shares

Upon the termination of employment of a Management Shareholder by reason of
his death or permanent disability, or upon the death of a Management
Shareholder following termination of his employment, Holdings must purchase
all of the shares of Holdings Common Stock then owned by such Management
Shareholder. Upon the termination of employment of a Management Shareholder
under any other circumstances, Holdings will have the option to purchase all
or any portion of the shares owned by such Management Shareholder. Upon notice
from Holdings, the remaining Management Shareholder will have the right to
purchase all or any portion of the shares which were not purchased by
Holdings. The purchase price of shares purchased pursuant to both mandatory
and optional repurchases will be the fair market value of such shares as
determined pursuant to the Shareholders Agreement. Holdings will not be
obligated to make any repurchase, nor will it have the right to do so, to the
extent any such repurchase would result in a violation of applicable law or
any contract to which Holdings is a party.

Registration Rights

The Shareholders Agreement also provides for certain demand and incidental
(or "piggyback") registration rights. Subject to certain restrictions, each of
the CDA Funds, Pegasus and GECC have certain demand registration rights
pursuant to which, at any time after 90 days after the first registration of
shares of Holdings Common Stock under the Securities Act, each may make a
written request of Holdings to register all or part of such Shareholder's
Holdings Common Stock. Each remaining Shareholder may then elect to include
its shares of Holdings Common Stock in the demand registration.

Until August 8, 2006 and subject to certain conditions, whenever Holdings
proposes to register any equity securities under the Securities Act, it must
include in such registration all shares of Holdings Common Stock which the
Shareholders request to have registered. Pursuant to the Shareholders
Agreement, Holdings has agreed not to grant any other demand or piggyback
registration rights with respect to Holdings Common Stock, other than
piggyback registration rights that are not inconsistent with the terms of the
Shareholders Agreement.

61
<PAGE>

Co-Sale and Preemptive Rights

Pursuant to the Shareholders Agreement, no Investor may accept one or more
third-party offers to transfer in excess of one-third of the aggregate number
of shares of Holdings Common Stock owned by such Investor as of August 8, 1996
unless each Shareholder has been offered an equal opportunity to participate
in such transaction.

In addition, each Shareholder has the preemptive right to subscribe for its
proportional share of any class of securities which Holdings proposes to issue
or sell, other than shares issued pursuant to the exercise of options or
warrants or in connection with the acquisition of any business.

Additional Shareholder Rights

In addition to its other rights and obligations as a Shareholder, GECC has
the right to offer to purchase certain equity securities of Holdings in the
event Holdings raises capital through the issuance of equity securities not
involving a public offering. This right of GECC will apply only to the first
$3.0 million of equity securities which Holdings may issue, and Holdings will
have no obligation to accept an offer from GECC if Holdings proposes to issue
shares at a price which is less than $1,600 per share. GECC's offer is subject
to certain other limitations and may be rejected by Holdings. Furthermore,
GECC has certain preemptive rights with respect to certain transactions
involving a change in control of Holdings or the sale of all or substantially
all of Holdings' and its subsidiaries' assets.

In the event that the CDA Funds and either Pegasus or GECC desire to
transfer all or substantially all of their Holdings Common Stock in a single
or series of related transactions, such Shareholders have the right to require
all of the Shareholders to transfer to the purchaser an equal proportion of
their shares at the same price and on the same terms and conditions.

Grant of Proxy

Certain shareholders of Holdings have granted to CDA IV Domestic their proxy
to vote all of their shares, which proxy is irrevocable and binding on all
transferees. In addition, the Shareholders have agreed to vote their shares so
that (1) the number of members of the Board of Directors remains at six, (2)
the Shareholders elect (a) two nominees selected by the CDA Funds, (b) one
nominee designated by Pegasus, (c) one nominee designated by GECC and (d) two
nominees designated by the Management Shareholders, (3) the nominating
Shareholders have the right to remove their nominees from the Board of
Directors for or without cause and replace them upon such removal and (4) the
nominating Shareholders have the right to designate replacement directors to
fill any vacancies created by their nominees ceasing to serve as directors
during such directors' terms of office.

Supermajority

The Shareholders Agreement also provides for certain supermajority
requirements. These provisions require the approval by certain Shareholders'
nominees of certain actions contemplated by Holdings or any of its
subsidiaries. In addition, if after August 8, 1999 any of the directors
selected by the Investors desire that Holdings make an initial public offering
of its securities, and if the other Investors are unwilling to approve such
offering, the Investors will take such actions as are reasonably necessary to
effect a sale of Holdings and its subsidiaries as a going concern.

LOAN TO AN OFFICER/DIRECTOR

Jeffrey Weiss received a loan on June 30, 1994 from the Company in the
amount of $200,000. Interest accrues on the unpaid principal balance at a
fixed rate of 9.25%. The loan is payable on the first to occur of (i) June 30,
1997, (ii) 90 days following his voluntary resignation or the termination of
his employment for cause, and (iii) one year following the termination of his
employment relationship with the Company for any other reason.

62
<PAGE>

THE EXCHANGE OFFER

PURPOSE AND EFFECT

The Old Notes were issued under an Indenture, dated as of November 15, 1996,
which requires that the Company file a registration statement under the
Securities Act with respect to the New Notes and, upon the effectiveness of
such registration statement, offer to the holders of the Old Notes the
opportunity to exchange their Old Notes for a like principal amount of New
Notes, which will be issued without a restrictive legend and, except as set
forth below, may be reoffered and resold by the holder without registration
under the Securities Act. Upon the completion of the Exchange Offer, the
Company's obligations with respect to the registration of the Old Notes and
the New Notes will terminate, except as provided below. A copy of the
Indenture and the Registration Rights Agreement delivered in connection
therewith have been filed as exhibits to the Registration Statement of which
this Prospectus is a part. As a result of the filing and the effectiveness of
the Registration Statement, certain prospective increases in the interest rate
on the Old Notes provided for in the Registration Rights Agreement will not
occur. Following the completion of the Exchange Offer, holders of Old Notes
not tendered will not have any further registration rights, except as provided
below, and the Old Notes will continue to be subject to certain restrictions
on transfer. Accordingly, the liquidity of the market for the Old Notes could
be adversely affected upon completion of the Exchange Offer.

Based on an interpretation by the staff of the Commission set forth in no-
action letters issued to third-parties, the Company believes that New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by a holder thereof (other than
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
holder represents to the Company that (i) such New Notes are acquired in the
ordinary course of business of such holder, (ii) such holder is not engaging
in and does not intend to engage in a distribution of such New Notes and (iii)
such holder has no arrangement or understanding with any person to participate
in the distribution of such New Notes. Any holder who tenders in the Exchange
Offer for the purpose of participating in a distribution of the New Notes
cannot rely on such interpretation by the staff of the Commission and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. Each broker-
dealer that receives New Notes for its own account in exchange for Old Notes,
where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such New Notes. See "Plan of Distribution."

In the event that any holder of Old Notes would not receive freely tradeable
New Notes in the Exchange Offer or is not eligible to participate in the
Exchange Offer, such holder can elect, by so indicating on the Letter of
Transmittal and providing certain additional necessary information, to have
such holder's Old Notes registered in a "shelf" registration statement on an
appropriate form pursuant to Rule 415 under the Securities Act.

In the event that the Company is obligated to file a "shelf" registration
statement, it will be required to keep such "shelf" registration statement
effective for a period of three years or such shorter period that will
terminate when all of the Old Notes covered by such registration statement
have been sold pursuant thereto. Other than as set forth in this paragraph, no
holder will have the right to require the Company to register such holder's
Notes under the Securities Act. See "Procedures for Tendering Old Notes."

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING OLD NOTES

Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), the Company will accept for exchange Old Notes which are
properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 P.M.,
New York City time, on , 1997; provided, however, that if the Company, in
its sole discretion, has extended the period of time during which the Exchange
Offer is open, the term "Expiration Date" means the latest time and date to
which the Exchange Offer is extended.

63
<PAGE>

As of the date of this Prospectus, $110,000,000 aggregate principal amount
of the Old Notes is outstanding. This Prospectus, together with the Letter of
Transmittal, is first being sent on or about , 1997, to all Holders of Old
Notes known to the Company. The Company's obligation to accept Old Notes for
exchange pursuant to the Exchange Offer is subject to certain customary
conditions as set forth under "--Certain Conditions to the Exchange Offer"
below.

The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Old Notes, by giving oral or
written notice of such extension to the Holders thereof as described below.
During any such extension, all Old Notes previously tendered will remain
subject to the Exchange Offer and may be accepted for exchange by the Company.
Any Old Notes not accepted for exchange for any reason will be returned
without expense to the tendering Holder thereof as promptly as practicable
after the expiration or termination of the Exchange Offer.

Old Notes tendered in the Exchange Offer must be in denominations of
principal amount of $ 1,000 or any integral multiple thereof.

The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted
for exchange, upon the occurrence of any of the conditions of the Exchange
Offer specified below under "--Certain Conditions to the Exchange Offer." The
Company will give oral or written notice of any extension, amendment, non-
acceptance or termination to the Holders of the Old Notes as promptly as
practicable, such notice in the case of any extension to be issued by means of
a press release or other public announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.

PROCEDURES FOR TENDERING OLD NOTES

Only a registered holder of Old Notes may tender such Old Notes in the
Exchange Offer. The tender to the Company of Old Notes by a Holder thereof as
set forth below and the acceptance thereof by the Company will constitute a
binding agreement between the tendering Holder and the Company upon the terms
and subject to the conditions set forth in this Prospectus and in the
accompanying Letter of Transmittal. Except as set forth below, a Holder who
wishes to tender Old Notes for exchange pursuant to the Exchange Offer must
transmit a properly completed and duly executed Letter of Transmittal,
including all other documents required by such Letter of Transmittal, to Fleet
National Bank (the "Exchange Agent") at one of the addresses set forth below
under "Exchange Agent" on or prior to the Expiration Date. In addition, either
(i) certificates for such Old Notes must be received by the Exchange Agent
along with the Letter of Transmittal, (ii) a timely confirmation of a book-
entry transfer (a "Book-Entry Confirmation") of such Old Notes, if such
procedure is available, into the Exchange Agent's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedure
for book-entry transfer described below, must be received by the Exchange
Agent prior to the Expiration Date, or (iii) the Holder must comply with the
guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF OLD
NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS
OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST
THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR
NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.

Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company, or other nominee and who wishes to
tender should contact the registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's behalf, such owner must,
prior to completing and executing the Letter of Transmittal and delivering
such owner's Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name or obtain a
properly completed bond power from the registered holder. The transfer of
registered ownership may take considerable time.

64
<PAGE>

Signatures on a Letter of Transmittal or a notice of withdrawal described
below (see "--Withdrawal Rights"), as the case may be, must be guaranteed (see
"--Guaranteed Delivery Procedures") unless the Old Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered Holder of the Old
Notes who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for
the account of an Eligible Institution (as defined below). In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guaranties must be by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchanges
Medallion Program (collectively, "Eligible Institutions"). If Old Notes are
registered in the name of a person other than a signer of the Letter of
Transmittal, the Old Notes surrendered for exchange must be endorsed by or be
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder exactly as the name or names of the
registered holder or holders appear on the Old Notes with the signature
thereon guarantied by an Eligible Institution.

If the Letter of Transmittal or any Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with the Letter of Transmittal.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined
by the Company in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or not to accept any
particular Old Note which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right to
waive any defects or irregularities or conditions of the Exchange Offer as to
any particular Old Notes either before or after the Expiration Date (including
the right to waive the ineligibility of any Holder who seeks to tender Old
Notes in the Exchange Offer). The interpretation of the terms and conditions
of the Exchange Offer as to any particular Old Notes either before or after
the Expiration Date (including the Letter of Transmittal and the instructions
thereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
for exchange must be cured within such reasonable period of time as the
Company shall determine. None of the Company, the Exchange Agent or any other
person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall
any of them incur any liability for failure to give such notification.

By tendering, each Holder will represent to the Company that, among other
things, the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the Holder, and that neither the Holder
nor such other person has any arrangement or understanding with any person to
participate in the distribution of the New Notes. If any Holder or any such
other person is an "affiliate," as defined under Rule 405 of the Securities
Act, of the Company or is engaged in or intends to engage in, or has an
arrangement or understanding with any person to participate in, a distribution
of such New Notes to be acquired pursuant to the Exchange Offer, such Holder
or any such other person (i) may not rely on the applicable interpretation of
the staff of the SEC and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. Each broker-dealer that receives New Notes for its own account in
exchange for Old Notes, where such Old Notes were acquired by such broker-
dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any
resale of such New Notes. See "Plan of Distribution." The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES

Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Old Notes
properly tendered and will issue the New Notes promptly after

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<PAGE>

acceptance of the Old Notes. See "--Certain Conditions to the Exchange Offer"
below. For purposes of the Exchange Offer, the Company will be deemed to have
accepted properly tendered Old Notes for exchange when, as and if the Company
has given oral or written notice thereof to the Exchange Agent.

For each Old Note accepted for exchange, the Holder of such Old Note will
receive as set forth below under "Description of the Notes--Book-Entry,
Delivery and Form" a New Note having a principal amount equal to that of the
surrendered Old Note. Accordingly, registered holders of New Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the
most recent date to which interest has been paid on the Old Notes or, if no
interest has been paid, from November 15, 1996. Old Notes accepted for
exchange will cease to accrue interest from and after the date of consummation
of the Exchange Offer. Holders whose Old Notes are accepted for exchange will
not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which
occurs on or after consummation of the Exchange Offer.

In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely Book-
Entry Confirmation of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal and all other required documents. If any tendered Old Notes are
not accepted for any reason set forth in the terms and conditions of the
Exchange Offer or if Old Notes are submitted for a greater principal amount
than the Holder desires to exchange, such unaccepted or non-exchanged Old
Notes will be returned without expense to the tendering Holder thereof (or, in
the case of Old Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
procedures described below, such non-exchanged Old Notes will be credited to
an account maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the Exchange Offer.

BOOK-ENTRY TRANSFER

The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Old Notes may be effected through book-entry transfer at the Book-
Entry Transfer Facility, the Letter of Transmittal or a facsimile thereof,
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the Exchange Agent at one of
the addresses set forth below under "--Exchange Agent" on or prior to the
Expiration Date or the guaranteed delivery procedures described below must be
complied with.

GUARANTEED DELIVERY PROCEDURES

If a registered holder of the Old Notes desires to tender such Old Notes and
the Old Notes are not immediately available, or time will not permit such
Holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if (i) the tender is
made through an Eligible Institution, (ii) on or prior to 5:00 P.M., New York
City time, on the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by the
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered

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<PAGE>

Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and any other documents required by the Letter of Transmittal
will be deposited by the Eligible Institution within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.

WITHDRAWAL RIGHTS

Tenders of Old Notes may be withdrawn at any time prior to 5:00 P.M., New
York City time, on the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be received by the Exchange Agent at one of
the addresses set forth below under "--Exchange Agent." Any such notice of
withdrawal must specify the name of the person having tendered the Old Notes
to be withdrawn, identify the Old Notes to be withdrawn (including the
principal amount of such Old Notes), and (where certificates for Old Notes
have been transmitted) specify the name in which such Old Notes are
registered, if different from that of the withdrawing Holder. If certificates
for Old Notes have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of such certificates the withdrawing Holder
must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such Holder is an Eligible Institution in which
case such guarantee will not be required. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at the Book-
Entry Transfer Facility to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination will be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Notes which have been tendered for exchange but which are not exchanged for
any reason will be returned to the Holder thereof without cost to such Holder
(or, in the case of Old Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, such Old Notes will be
credited to an account maintained with such Book-Entry Transfer Facility for
the Old Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following one of the procedures described under "--Procedures
for Tendering Old Notes" above at any time on or prior to the Expiration Date.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provisions of the Exchange Offer, and subject to
its obligations pursuant to the Registration Rights Agreement, the Company
shall not be required to accept for exchange, or to issue New Notes in
exchange for, any Old Notes and may terminate or amend the Exchange Offer, if
at any time before the acceptance of such New Notes for exchange, any of the
following events shall occur:

(i) any injunction, order or decree shall have been issued by any court
or any governmental agency that would prohibit, prevent or otherwise
materially impair the ability of the Company to proceed with the Exchange
Offer; or

(ii) the Exchange Offer will violate any applicable law or any applicable
interpretation of the staff of the SEC.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company in whole or in part at any time and from time to time
in its sole discretion. The failure by the Company at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right and
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time.

In addition, the Company will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for any such Old Notes,
if at such time any stop order is threatened by the SEC or in effect with
respect to the Registration Statement of which this Prospectus is a part or
the qualification of the Indenture under the Trust Indenture Act of 1939, as
amended.

The Exchange Offer is not conditioned on any minimum principal amount of Old
Notes being tendered for exchange.

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<PAGE>

EXCHANGE AGENT

Fleet National Bank has been appointed as the Exchange Agent for the
Exchange Offer. All executed Letters of Transmittal should be directed to the
Exchange Agent at the address set forth below. Questions and requests for
assistance, requests for additional copies of this Prospectus or of the Letter
of Transmittal and requests or Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:

Fleet National Bank, Exchange Agent

By Mail:
777 Main Street
Hartford, Connecticut 06115

Attention: Corporate Trust Administration

By Facsimile:
(860) 986-7920

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

The Exchange Agent also acts as trustee under the Indenture.

FEES AND EXPENSES

The Company will not make any payment to brokers, dealers, or others
soliciting acceptances of the Exchange Offer.

The estimated cash expenses to be incurred in connection with the Exchange
Offer will be paid by the Company and are estimated in the aggregate to be
$200,000.

TRANSFER TAXES

Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith, except that Holders who instruct
the Company to register New Notes in the name of, or request that Old Notes
not tendered or not accepted in the Exchange Offer be returned to, a person
other than the registered tendering holder will be responsible for the payment
of any applicable transfer tax thereon.

CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

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<PAGE>

and there can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in such other
circumstances. Each Holder, other than a broker-dealer, must acknowledge that
it is not engaged in, and does not intend to engage in, a distribution of such
New Notes and has no arrangement or understanding to participate in a
distribution of New Notes. If any Holder is an affiliate of the Company or is
engaged in or intends to engage in or has any arrangement or understanding
with respect to the distribution of the New Notes to be acquired pursuant to
the Exchange Offer, such Holder (i) may not rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account in exchange for Old Notes pursuant to the Exchange
Offer must acknowledge that such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities and that
it will deliver a prospectus in connection with any resale of such New Notes.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." In addition, to comply with the securities
laws of certain jurisdictions, if applicable, the New Notes may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available
and is complied with. The Company has agreed, pursuant to the Registration
Rights Agreement, subject to certain limitations specified therein, to
register or qualify the New Notes for offer or sale under the securities laws
of such jurisdictions as any holder reasonably requests in writing. Unless a
holder so requests, the Company does not currently intend to register or
qualify the sale of the New Notes in any such jurisdictions. See "The Exchange
Offer."

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<PAGE>

DESCRIPTION OF NOTES

GENERAL

The Old Notes were issued under an Indenture, dated as of November 15, 1996
(the "Indenture"), between the Company and Fleet National Bank, as Trustee
(the "Trustee"). The New Notes also will be issued under the Indenture and the
terms of the New Notes are identical in all material respects to those of the
Old Notes, except for certain transfer restrictions relating to the Old Notes.
The Old Notes and New Notes will be treated as a single class of securities
under the Indenture. Pursuant to the terms and subject to the conditions of
the Exchange Offer, the Company will accept the Old Notes in exchange for the
New Notes. See "The Exchange Offer."

The following is a summary of certain provisions of the Indenture and the
Notes, a copy of which Indenture and the form of Notes are filed as exhibits
to the Registration Statement of which this Prospectus is a part. The
following summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Indenture
and the Notes, including the definitions of certain terms therein and those
terms made a part thereof by the Trust Indenture Act of 1939, as amended.
Certain terms used herein are defined below under "--Certain Definitions." The
term "Notes" means the Old Notes and the New Notes, treated as a single class.

The Old Notes are, and the New Notes will be, general unsecured obligations
of the Company, rank senior in right of payment to all subordinated
Indebtedness of the Company and rank pari passu in right of payment with all
senior borrowings, including all borrowings under the Credit Agreement. At
September 30, 1996, on a pro forma basis after giving effect to the Offering
and the Acquisitions the aggregate principal amount of Indebtedness (excluding
trade payables, other accrued liabilities and the Notes) of the Company and
its Subsidiaries would have had approximately $3.1 million of Indebtedness,
none of which would have ranked effectively senior to the Notes. The Indenture
limits the ability of the Company and its Subsidiaries to incur additional
Indebtedness. However, under certain circumstances, the Company and its
Subsidiaries will be permitted to incur secured Indebtedness, including
Indebtedness under the Credit Agreement, with respect to which the Notes would
be effectively subordinated to the extent of the assets securing such
Indebtedness.

The operations of the Company are conducted through its Subsidiaries and,
therefore, the Company is dependent upon the cash flow of its Subsidiaries to
meet its obligations, including its obligations under the Notes. Except to the
extent of the Subsidiary Guarantees, the Notes are effectively subordinated to
all indebtedness and other liabilities and commitments (including trade
payables and lease obligations) of the Company's Subsidiaries. Any right of
the Company to receive assets of any of its Subsidiaries upon the latter's
liquidation or reorganization (and the consequent right of the holders of the
Notes to participate in those assets) will be effectively subordinated to the
claims of that Subsidiary's creditors, except to the extent that the Company
is itself recognized as a creditor of such Subsidiary, in which case the
claims of the Company would still be subordinate to any security in the assets
of such Subsidiary and any indebtedness of such Subsidiary senior to that held
by the Company. The Company's foreign Subsidiaries are not, and will not be,
Guarantors of the Notes. See "--Subsidiary Guarantees."

PRINCIPAL, MATURITY AND INTEREST

The Notes are in an aggregate principal amount of $110.0 million and will
mature on November 15, 2006. Interest on the Notes will accrue at the rate of
10 7/8% per annum and will be payable semi-annually in arrears on May 15 and
November 15, commencing on May 15, 1997, to holders of record on the
immediately preceding May 1 and November 1. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of original issuance. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months. Principal,
premium, if any, and interest on the Notes will be payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the holders of the Notes at their respective addresses set
forth in the register of holders of Notes; provided that all payments with
respect to Notes the holders of which have given wire transfer instructions to
the Company will be required to be made by wire transfer of immediately
available funds to the accounts specified by the holders thereof.

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<PAGE>

Until otherwise designated by the Company, the Company's office or agency in
New York will be the office of the Trustee maintained for such purpose. The
Notes will be issued in denominations of $1,000 and integral multiples
thereof.

Because of time-zone differences, the securities accounts of Euroclear or
Cedel Bank participants (each, a "Member Organization") purchasing an interest
in a Global Note from a Depositary Participant that is not a Member
Organization will be credited during the securities settlement processing day
(which must be a business day for Euroclear or Cedel Bank, as the case may be)
immediately following the Depositary settlement date. Transactions in
interests in a Global Note settled during any securities settlement processing
day will be reported to the relevant Member Organization on the same day. Cash
received in Euroclear or Cedel Bank as a result of sales of interests in a
Global Note by or through a Member Organization to a Depositary Participant
that is not a Member Organization will be received with value on the
Depositary settlement date, but will not be available in the relevant
Euroclear or Cedel Bank cash account until the business day following
settlement at the Depositary.

SUBSIDIARY GUARANTEES

The Company's payment obligations under the Old Notes are, and under the New
Notes will be, jointly and severally Guaranteed on a senior basis (the
"Subsidiary Guarantees") by the Guarantors. The Subsidiary Guarantees rank
pari passu in right of payment with all existing and future senior
Indebtedness of the Guarantors, including the obligations of the Guarantors
under the Credit Agreement and any successor credit facility. All of the
Company's current and future domestic Subsidiaries will be Guarantors. The
Company's foreign Subsidiaries are not Guarantors of the Notes. The
obligations of each Guarantor under its Subsidiary Guarantee will be limited
so as not to constitute a fraudulent conveyance under applicable law. See,
however, "Risk Factors--Fraudulent Conveyance; Possible Invalidity of
Subsidiary Guarantees."

The Indenture provides that no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity (other than the Company or another Guarantor),
unless (i) subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if other than such
Guarantor) assumes all the obligations of such Guarantor under the Notes and
the Indenture pursuant to a supplemental indenture, in form and substance
reasonably satisfactory to the Trustee; (ii) immediately after giving effect
to such transaction, no Default or Event of Default exists; (iii) such
Guarantor, or any Person formed by or surviving any such consolidation or
merger, would have Consolidated Net Worth (immediately after giving effect to
such transaction), equal to or greater than the Consolidated Net Worth of such
Guarantor immediately preceding the transaction; and (iv) the Company would be
permitted immediately after giving effect to such transaction, to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the covenant described above under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock."

The Indenture provides that, in the event of (i) a sale or other disposition
of all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, (ii) a sale or other disposition of all of the capital stock of any
Guarantor or (iii) a distribution of all of the capital stock of any Guarantor
to stockholders of the Company in a transaction that complies with the
covenant described below under "--Restricted Payments," such Guarantor (in the
event of a sale or other disposition, by way of such a merger, consolidation,
distribution or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of the Indenture. See "Repurchase at Option of
Holders--Asset Sales."

OPTIONAL REDEMPTION

The Notes will not be redeemable at the Company's option prior to November
15, 2001. Thereafter, the Notes will be subject to redemption at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal
amount) set forth

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<PAGE>

below, plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 15 of the years indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2001......................................................... 105.438%
2002......................................................... 103.625%
2003......................................................... 101.813%
2004 and thereafter.......................................... 100.000%
</TABLE>

Notwithstanding the foregoing, at any time and from time to time prior to
November 15, 1999, the Company may redeem up to 30% of the originally issued
principal amount of Notes at a redemption price of 110 7/8% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
redemption date, with the net proceeds of an initial public offering of common
stock of the Company or of Holdings (to the extent that the proceeds thereof
are contributed to the Company as common equity); provided that at least 70%
of the originally issued principal amount of Notes remains outstanding
immediately after the occurrence of such redemption; and provided, further,
that notice of such redemption shall be given within 30 days of the date of
the closing of such public offering of common stock of the Company.

SELECTION AND NOTICE

If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed, or, if the Notes are not so listed, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than
60 days before the redemption date to each holder of Notes to be redeemed at
its registered address. If any Note is to be redeemed in part only, the notice
of redemption that relates to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal
to the unredeemed portion thereof will be issued in the name of the holder
thereof upon cancellation of the original Note. On and after the redemption
date, interest ceases to accrue on Notes or portions of them called for
redemption.

MANDATORY REDEMPTION

Except as set forth below under "Repurchase at the Option of Holders," the
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

REPURCHASE AT THE OPTION OF HOLDERS

Change of Control

Upon the occurrence of a Change of Control, each holder of Notes will have
the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 25 days following any Change of Control, the Company
will mail a notice to each holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes
pursuant to the procedures required by the Indenture and described in such
notice. The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control, and the Company
will not be in violation of the Indenture by reason of any act required by
such rule or other applicable law.

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On a date that is at least 30 but no more than 60 days from the date on
which the Company mails notice of the Change of Control (the "Change of
Control Payment Date"), the Company will, to the extent lawful, (i) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee the Notes
so accepted together with an officers' certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent will promptly mail to each holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each
holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

The Company's ability to repurchase Notes upon a Change of Control may be
limited by, among other factors, the financial resources of the Company at the
time of repurchase. The Credit Agreement will prohibit the Company from
purchasing any Notes prior to their stated maturity and also will provide that
certain Change of Control events would constitute a default thereunder. In
addition, any future credit or other borrowing agreements may contain similar
restrictions. See "Risk Factors--Change of Control." If a Change of Control
occurs at a time when the Company is prohibited from purchasing the Notes, the
Company could seek the consent of its lender(s) to such purchase or could
attempt to refinance the borrowings that contain such prohibition. If the
Company does not obtain such a consent or repay such borrowings, the Company
would remain prohibited from purchasing Notes. In such case, the Company's
failure to purchase tendered Notes would constitute an Event of Default under
the Indenture.

The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of the Company and its Subsidiaries taken as a whole. Although
there is a developing body of case law interpreting the phrase "all or
substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of Notes to require
the Company to repurchase such Notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of the Company
and its Subsidiaries taken as a whole to another Person or group may be
uncertain.

Asset Sales

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the
Subsidiary, as the case may be) receives consideration at the time of such
Asset Sale at least equal to the fair market value (evidenced by a resolution
of the Board of Directors set forth in an officers' certificate delivered to
the Trustee) of the assets or Equity Interests issued or sold or otherwise
disposed of and (ii) at least 80% of the consideration therefor received by
the Company or such Subsidiary is in the form of cash; provided that the
amount of (x) any liabilities (as shown on the Company's or such Subsidiary's
most recent balance sheet), of the Company or any Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Guarantee thereof) that are assumed by the transferee of any
such assets pursuant to any arrangement releasing the Company or such
Subsidiary from further liability and (y) any notes or other obligations
received by the Company or any such Subsidiary from

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such transferee that are immediately converted by the Company or such
Subsidiary into cash (to the extent of the cash received), shall be deemed to
be cash for purposes of this provision.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds (a) to permanently reduce pari passu
Indebtedness (and to correspondingly reduce commitments with respect thereto)
or (b) to the acquisition of a controlling interest in another business, the
making of a capital expenditure or the acquisition of other long-term assets,
in each case, in the same or a similar line of business as the Company was
engaged in on the date of the Indenture. Pending the final application of any
such Net Proceeds, the Company may temporarily reduce revolving credit
Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds
in any manner that is not prohibited by the Indenture. Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the first sentence
of this paragraph will be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be
required to make an offer to all holders of Notes (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the date of purchase, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased
on a pro rata basis. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.

CERTAIN COVENANTS

Restricted Payments

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, (i) declare or pay any dividend
or make any other payment or distribution on account of the Company's Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) or to the direct or indirect
holders of the Company's Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or dividends or distributions payable to
the Company or any Wholly Owned Subsidiary of the Company); (ii) purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Company or any direct or indirect parent of the Company or other Affiliate of
the Company (other than Equity Interests of a Subsidiary of the Company);
(iii) make any principal payment on, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated to the Notes
or any Subsidiary Guarantee thereof, except at final maturity; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
clauses (i) through (iv) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:

(A) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof; and

(B) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant
described below under caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock"; and

(C) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Subsidiaries after the date
of the Indenture (excluding Restricted Payments permitted by clauses (ii)
and (iii) of the next succeeding paragraph), is less than the sum of (1)
50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter
commencing after the date of the Indenture to the end of the Company's

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most recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (2) 100% of the aggregate net cash proceeds received by the
Company from the issue or sale since the date of the Indenture of Equity
Interests of the Company or of debt securities of the Company that have
been converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other
than Disqualified Stock or debt securities that have been converted into
Disqualified Stock), plus (3) to the extent that any Restricted Investment
that was made after the date of the Indenture is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (x) the cash return of capital
with respect to such Restricted Investment (less the cost of disposition,
if any) and (y) the initial amount of such Restricted Investment.

The foregoing provisions do not prohibit (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of the
Indenture; (ii) the redemption, repurchase, retirement or other acquisition of
any Equity Interests of the Company in exchange for, or out of the proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company (other than any Disqualified
Stock); provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement or other acquisition
shall be excluded from clause (C)(2) of the preceding paragraph; (iii) the
defeasance, redemption or repurchase of subordinated Indebtedness with the net
cash proceeds from an incurrence of Permitted Refinancing Debt or the
substantially concurrent sale (other than to a Subsidiary of the Company) of
Equity Interests of the Company (other than Disqualified Stock); provided that
the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement or other acquisition shall be excluded from
clause (C)(2) of the preceding paragraph; (iv) the payment of any distribution
or dividend to Holdings to enable Holdings to repurchase, redeem or otherwise
acquire or retire for value of any Equity Interests of Holdings, the Company
or any Subsidiary of the Company held by any member of the Company's (or any
of its Subsidiaries') management pursuant to any management equity
subscription agreement or stock option agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $500,000 in any twelve-month period plus the
aggregate cash proceeds received by the Company during such twelve-month
period from any reissuance of Equity Interests by the Company to members of
management of the Company and its Subsidiaries; and no Default or Event of
Default shall have occurred and be continuing immediately after such
transaction; and (v) payments in an aggregate amount not to exceed $3.0
million since the date of the Indenture in respect of the purchase, retirement
or redemption of Existing Indebtedness for an amount less than the face amount
thereof.

The amount of all Restricted Payments (other than cash) shall be the fair
market value (evidenced by a resolution of the Board of Directors set forth in
an officers' certificate delivered to the Trustee) on the date of the
Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an officers' certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by the covenant entitled "Restricted Payments" were computed, which
calculations may be based upon the Company's latest available financial
statements.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, issue, assume,
Guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and that the Company will not issue any Disqualified Stock and
will not permit any of its Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt), and the Guarantors may guarantee such Indebtedness, and the
Company may issue shares of Disqualified Stock, if the Fixed Charge Coverage
Ratio for the Company's most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma

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basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

The foregoing provisions do not apply to: (i) the incurrence by the Company
(and Guarantees thereof by the Guarantors) of Indebtedness for working capital
purposes and letters of credit pursuant to the Credit Agreement (with letters
of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Subsidiaries thereunder) in an
aggregate principal amount not to exceed as of any date of incurrence the
greater of (A) $25.0 million and (B) the amount of the Borrowing Base; (ii)
the incurrence by the Company and its Subsidiaries of the Existing
Indebtedness; (iii) the incurrence by the Company and its Subsidiaries of the
Indebtedness represented by the Notes and the Subsidiary Guarantees; (iv) the
incurrence by the Company or any of its Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase
money obligations, in each case, incurred for the purpose of financing all or
any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Subsidiary, in an aggregate principal amount not to exceed $5.0 million at any
time outstanding; (v) the incurrence by the Company or any of its Subsidiaries
of Permitted Refinancing Debt in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund, Indebtedness
that was permitted by the Indenture to be incurred; (vi) the incurrence by the
Company or any of its Subsidiaries of intercompany Indebtedness between or
among the Company and any of its Wholly Owned Subsidiaries; provided, however,
that (i) if the Company is the obligor on such Indebtedness, such Indebtedness
is expressly subordinate to the payment in full of all Obligations with
respect to the Notes and (ii)(A) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other
than the Company or a Wholly Owned Subsidiary and (B) any sale or other
transfer of any such Indebtedness to a Person that is not either the Company
or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Subsidiary, as the case
may be; (vii) the incurrence by the Company or any of its Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of this Indenture to be outstanding; (viii) the
incurrence by the Company or any of its Subsidiaries of Indebtedness (in
addition to Indebtedness permitted by any other clause of this paragraph) in
an aggregate principal amount (or accreted value, as applicable) at any time
outstanding not to exceed $10.0 million; and (ix) the incurrence by the
Company or any of its Subsidiaries of Earn-out Obligations in an aggregate
amount not to exceed $5.0 million at any time outstanding.

For purposes of determining compliance with the covenant described above
under "--Incurrence of Indebtedness and Issuance of Preferred Stock," in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Indebtedness described in clauses (i) through (ix) of the
immediately preceding paragraph, the Company shall, in its sole discretion,
classify such item of Indebtedness in any manner that complies with this
covenant and will only be required to include the amount and type of such
Indebtedness in one of such clauses or pursuant to the first paragraph of this
covenant. Accrual of interest, accretion of accreted value and issuance of
securities paid-in-kind shall not be deemed to be an incurrence of
Indebtedness for purposes of this covenant.

Liens

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or suffer
to exist any Lien on any asset now owned or hereafter acquired, or any income
or profits therefrom or assign or convey any right to receive income
therefrom, other than Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the

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ability of any Subsidiary to (a)(i) pay dividends or make any other
distributions to the Company or any of its Subsidiaries (A) on its Capital
Stock or (B) with respect to any other interest or participation in, or
measured by, its profits, or (ii) pay any indebtedness owed to the Company or
any of its Subsidiaries, (b) make loans or advances to the Company or any of
its Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) Existing Indebtedness as in
effect on the date of the Indenture, (ii) the Credit Agreement as in effect as
of the date of the Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are no more
restrictive with respect to such dividend and other payment restrictions than
those contained in the Credit Agreement as in effect on the date of the
Indenture, (iii) the Indenture and the Notes, (iv) applicable law, (v) by
reason of customary non-assignment provisions in leases, licenses and other
agreements entered into in the ordinary course of business and consistent with
past practices, (vi) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described
in clause (c) above on the property so acquired, or (vii) Permitted
Refinancing Debt, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Debt are no more restrictive than those
contained in the agreements governing the Indebtedness being refinanced.

Merger, Consolidation, or Sale of Assets

The Indenture provides that the Company may not consolidate or merge with or
into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions, to
another corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the entity or
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the
Obligations of the Company under the Notes and the Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately after such transaction no Default or Event of Default exists; and
(iv) except in the case of a merger of the Company with or into a Wholly Owned
Subsidiary of the Company, the Company or the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made (A) will have Consolidated Net Worth immediately after
the transaction equal to or greater than the Consolidated Net Worth of the
Company immediately preceding the transaction and (B) will, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described above under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock."

Transactions with Affiliates

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Subsidiary than those that would have been obtained in
a comparable transaction by the Company or such Subsidiary with an unrelated
Person and (ii) the Company delivers to the Trustee (A) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $1.0 million, a resolution of the Board
of Directors set forth in an officers' certificate certifying that such
Affiliate Transaction complies with clause (i) above and that such Affiliate
Transaction has been approved by a majority of the disinterested

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members of the Board of Directors and (B) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, an opinion as to the fairness to the
holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing;
provided that (w) the payment of Earn-out Obligations pursuant to agreements
entered into at such time as the recipient of such payments was not an
Affiliate of the Company or such Subsidiary, (x) any employment agreement
entered into by the Company or any of its Subsidiaries in the ordinary course
of business and consistent with the past practice of the Company or such
Subsidiary, (y) transactions between or among the Company and/or its
Subsidiaries and (z) Restricted Payments and Permitted Investments that are
permitted by the provisions of the Indenture described above under "--
Restricted Payments," in each case, shall not be deemed Affiliate
Transactions.

Sale and Leaseback Transactions

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, enter into any sale and leaseback transaction; provided
that the Company may enter into a sale and leaseback transaction if (a) the
Company could have (i) incurred Indebtedness in an amount equal to the
Attributable Debt relating to such sale and leaseback transaction pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of the
covenant described above under the caption "--Incurrence of Indebtedness and
Issuance of Preferred Stock" and (ii) incurred a Lien to secure such
Indebtedness pursuant to the covenant described above under the caption "--
Liens," (b) the gross cash proceeds of such sale and leaseback transaction are
at least equal to the fair market value (as determined in good faith by the
Board of Directors and set forth in an officers' certificate delivered to the
Trustee) of the property that is the subject of such sale and leaseback
transaction and (c) the transfer of assets in such sale and leaseback
transaction is permitted by, and the Company applies the proceeds of such
transaction in compliance with, the covenant described above under the caption
"--Asset Sales."

Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries

The Indenture provides that the Company (a) will not, and will not permit
any Wholly Owned Subsidiary of the Company to, transfer, convey, sell, lease
or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of
the Company to any Person (other than the Company or a Wholly Owned Subsidiary
of the Company), unless (i) such transfer, conveyance, sale, lease or other
disposition is of all the Capital Stock of such Wholly Owned Subsidiary and
(ii) the Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with the covenant described above under
the caption "--Asset Sales," provided that this clause (a) shall not apply to
any pledge of Capital Stock of any Subsidiary of the Company securing
Indebtedness under the Credit Agreement, and (b) will not permit any Wholly
Owned Subsidiary of the Company to issue any of its Equity Interests (other
than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares) to any Person other than to the Company or a Wholly Owned
Subsidiary of the Company.

Additional Subsidiary Guarantees

The Indenture provides that if the Company or any of its Subsidiaries shall
acquire or create another domestic Subsidiary after the date of the Indenture,
then such newly acquired or created Subsidiary shall execute a Subsidiary
Guarantee and deliver an opinion of counsel, in accordance with the terms of
the Indenture; provided that the foregoing provision shall not apply to any
Subsidiary to the extent that (i) in the opinion of counsel to the Company,
such Subsidiary is unable to execute a Subsidiary Guarantee by reason of any
legal or regulatory prohibition or restriction and (ii) such Subsidiary is
not, directly or indirectly, an obligor under the Credit Agreement or any
other bank facility.

Payments for Consent

The Indenture provides that neither the Company nor any of its Subsidiaries
will, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any holder of any Notes

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for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of the Indenture or the Notes unless such consideration is
offered to be paid or is paid to all holders of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

Reports

The Indenture provides that, whether or not required by the rules and
regulations of the Securities and Exchange Commission (the "Commission"), so
long as any Notes are outstanding, the Company will furnish to the holders of
Notes (a) commencing for the fiscal quarter ending December 31, 1996, all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with
respect to the annual information only, a report thereon by the Company's
certified independent accountants and (b) commencing for the fiscal quarter
ending December 31, 1996, all current reports that would be required to be
filed with the Commission on Form 8-K if the Company were required to file
such reports. In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless
the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. In
addition, the Company and the Subsidiary Guarantors have agreed that, for so
long as any Notes remain outstanding, they will furnish to the holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

EVENTS OF DEFAULT AND REMEDIES

The Indenture provides that each of the following constitutes an Event of
Default: (i) default for 30 days in the payment when due of interest on the
Notes; (ii) default in payment when due of the principal of, or premium, if
any, on, the Notes; (iii) failure by the Company to comply with the provisions
described under the captions "--Change of Control," "--Asset Sales," "--
Restricted Payments" or "--Incurrence of Indebtedness and Issuance of
Preferred Stock"; (iv) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes; (v)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Subsidiaries (or the payment of
which is Guaranteed by the Company or any of its Subsidiaries) whether such
Indebtedness or Guarantee now exists, or is created after the date of the
Indenture, which default (A) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness on or prior to the
expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $5.0 million or more;
(vi) failure by the Company or any of its Subsidiaries to pay final judgments
aggregating in excess of $5.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the
Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to
the Company or any of its Subsidiaries.

If any Event of Default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable
without further action or notice. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in

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the Indenture. Subject to certain limitations, holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from holders of the
Notes notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.

In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes. If an Event of Default occurs prior to
November 15, 2001 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to November 15, 2001, then the
premium specified in the Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Notes by accepting a
Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (i) the rights of holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due from the trust referred to below,
(ii) the Company's obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust, (iii) the rights, powers, trusts, duties and
immunities of the Trustee, and the Company's obligations in connection
therewith and (iv) the Legal Defeasance provisions of the Indenture. In
addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants that are
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default or Event of
Default with respect to the Notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and

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interest on the outstanding Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date; (ii)
in the case of Legal Defeasance, the Company shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to
the Trustee confirming that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date
of the Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred; (iii) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an opinion of
counsel in the United States reasonably acceptable to the Trustee confirming
that the holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iv) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to
such deposit) or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day after
the date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than the Indenture) to which the
Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound; (vi) the Company must have delivered to the
Trustee an opinion of counsel to the effect that after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (vii) the Company must deliver to the Trustee an
officers' certificate stating that the deposit was not made by the Company
with the intent of preferring the holders of Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and (viii) the Company must deliver to the
Trustee an officers' certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

TRANSFER AND EXCHANGE

A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Note
selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed. The registered holder of a Note will be treated as the owner of it
for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided below, the Indenture or the Notes may be amended or
supplemented with the consent of the holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for Notes).

Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting holder): (i) reduce the
principal amount of Notes whose holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed
maturity of any Note or alter the provisions with respect to the redemption of
the Notes (other than provisions relating to the covenants described above
under the caption "--Repurchase at the Option of Holders"), (iii) reduce the
rate of or change

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the time for payment of interest on any Note, (iv) waive a Default or Event of
Default in the payment of principal of or premium, if any, or interest on the
Notes (except a rescission of acceleration of the Notes by the holders of at
least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration), (v)
make any Note payable in money other than that stated in the Notes, (vi) make
any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of holders of Notes to receive payments of principal of
or premium, if any, or interest on the Notes, (vii) waive a redemption payment
with respect to any Note (other than a payment required by one of the
covenants described above under the caption "--Repurchase at the Option of
Holders") or (viii) make any change in the foregoing amendment and waiver
provisions.

Without the consent of at least 75% in principal amount of the Notes then
outstanding (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), no waiver or amendment to the
Indenture may make any change in the provisions described above under the
captions "--Change of Control" and "--Asset Sales" that adversely affect the
rights of any holder of Notes.

Notwithstanding the foregoing, without the consent of any holder of Notes,
the Company and the Trustee may amend or supplement the Indenture or the Notes
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's obligations to holders of Notes in the case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the holders of Notes or that does not adversely affect
the legal rights under the Indenture of any such holder, or to comply with
requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

CONCERNING THE TRUSTEE

The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that, in case an Event of Default
shall occur (which shall not be cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any holder of Notes, unless such holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

GOVERNING LAW

The Indenture and the Notes are governed by, and will be construed in
accordance with, the laws of the State of New York.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person at the time such asset
is acquired by such specified Person.

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"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of
a Person shall be deemed to be control.

"Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets (including, without limitation, by way of a sale and leaseback)
other than sales of inventory in the ordinary course of business consistent
with past practices (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "--Change of Control" and/or the
provisions described above under the caption "--Merger, Consolidation or Sale
of Assets" and not by the provisions described under the caption "--Asset
Sales"), and (ii) the issue or sale by the Company or any of its Subsidiaries
of Equity Interests of any of the Company's Subsidiaries, in the case of
either clause (i) or (ii), whether in a single transaction or a series of
related transactions (A) that have a fair market value in excess of $1.0
million or (B) for net proceeds in excess of $1.0 million. Notwithstanding the
foregoing, (i) a transfer of assets by the Company to a Wholly Owned
Subsidiary that is a Guarantor, or by a Wholly Owned Subsidiary to the Company
or to another Wholly Owned Subsidiary that is a Guarantor, (ii) an issuance of
Equity Interests by a Wholly Owned Subsidiary to the Company or to another
Wholly Owned Subsidiary that is a Guarantor, and (iii) a Restricted Payment or
Permitted Investment that is permitted by the covenant described above under
the caption "--Restricted Payments" will not be deemed to be Asset Sales.

"Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value (discounted at the rate of
interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

"Borrowing Base" means the sum of the following: (i) 100% of cash held
overnight in store safes; (ii) 100% of balances held in store accounts; (iii)
100% of checks held in store safes; (iv) 100% of clearing house transfers
initiated on the previous day and transfers of same-day funds to be credited
to store accounts; (v) 100% of cash held overnight by armored car carriers,
(vi) 100% of eligible government receivables in respect of government
contracts and (vii) 100% of cash balances held in demand deposit accounts
and/or investment accounts. The Borrowing Base shall be determined by the
Company upon each incurrence of Indebtedness, and such determination shall be
conclusive so long as it is made in good faith.

"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

"Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully Guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition, (iii) certificates of deposit and
eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any lender party to the Credit
Agreement or with any

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domestic commercial bank having capital and surplus in excess of $500.0
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group and (vi) money
market funds registered with the Commission and meeting the requirements of
Section 2(a)(7) of the Investment Company Act of 1940, as amended, and, in
each case, maturing within six months after the date of acquisition.

"Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act), other than the Principals or their Related Parties, (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(iii) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as defined
above), other than the Principals and their Related Parties, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more than 35% of the voting
stock of Holdings or the Company, (iv) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that Holdings ceases to own 100% of the outstanding Equity Interests
of the Company or (v) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.

"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (i) an amount
equal to any extraordinary or non-recurring loss plus any net loss realized in
connection with an Asset Sale, the disposition of any securities by such
Person or any of its Subsidiaries or the extinguishment of any Indebtedness by
such Person or its Subsidiaries (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based
on income or profits of such Person and its Subsidiaries for such period, to
the extent that such provision for taxes was included in computing such
Consolidated Net Income, plus (iii) consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers' acceptance financings, and net
payments (if any) pursuant to Hedging Obligations), to the extent that any
such expense was deducted in computing such Consolidated Net Income, plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash charges (excluding any such non-cash
charge to the extent that it represents an accrual of or reserve for cash
charges in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
charges were deducted in computing such Consolidated Net Income, minus (v)
non-cash items increasing consolidated revenues in determining such
Consolidated Net Income for such period, minus (vi) the amount of Earn-out
Obligations paid during such period (to the extent not already reflected as an
expense in Consolidated Net Income), in each case, on a consolidated basis and
determined in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided
that (i) the Net Income (but not loss) of any Person that is not a Subsidiary
or that is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions paid in cash to
the referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net Income
of any Subsidiary shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of

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its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary or its
stockholders, (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition
shall be excluded and (iv) the cumulative effect of a change in accounting
principles shall be excluded.

"Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such
Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the date of the
Indenture in the book value of any asset owned by such Person or a
consolidated Subsidiary of such Person and (y) all unamortized debt discount
and expense and unamortized deferred charges as of such date, all of the
foregoing determined in accordance with GAAP.

"Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was nominated for election or
elected to such Board of Directors with the approval, recommendation or
endorsement of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.

"Credit Agreement" means that certain Second Amended and Restated Credit
Agreement, dated as of the date of the Indenture, by and among the Company,
the Guarantors, Bank of America NT&SA, as administrative agent, and the
lenders party thereto, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.

"Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature.

"Earn-out Obligations" means contingent payment obligations of the Company
or any of its Subsidiaries incurred in connection with the acquisition of
assets or businesses, which obligations are payable based on the performance
of the assets or businesses so acquired; provided that the amount of such
obligations shall not exceed 25% of the total consideration paid for such
assets or businesses; and provided, further, that the amount of such
obligations outstanding at any time shall be measured by the maximum amount
potentially payable thereunder without regard to performance criteria, the
passage of time or other conditions.

"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"Existing Indebtedness" means (i) $5.1 million of Indebtedness incurred in
connection with the acquisition of Cash-N-Dash Check Cashing, Inc. and (ii) up
to $3.0 million in aggregate principal amount of Indebtedness of the Company
and its Subsidiaries (other than Indebtedness under the Credit Agreement or
any predecessor bank credit facility) in existence on the date of the
Indenture, in each case, until such amounts are repaid.

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"Fixed Charges" means, with respect to any Person for any period, the sum
of, without duplication, (i) the consolidated interest expense of such Person
and its Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations) and (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, and (iii) any interest
expense on Indebtedness of another Person that is Guaranteed by such Person or
one of its Subsidiaries or secured by a Lien on assets of such Person or one
of its Subsidiaries (whether or not such Guarantee or Lien is called upon) and
(iv) the product of (A) all cash dividend payments (and non-cash dividend
payments in the case of a Person that is a Subsidiary) on any series of
preferred stock of such Person, times (B) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness (other than revolving credit borrowings) or issues preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock
(including the application of any proceeds therefrom), as if the same had
occurred at the beginning of the applicable four-quarter reference period. In
addition, for purposes of making the computation referred to above, (i)
acquisitions that have been made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent
to such reference period and on or prior to the Calculation Date shall be
deemed to have occurred on the first day of the four-quarter reference period
and Consolidated Cash Flow for such reference period shall be calculated to
include the Consolidated Cash Flow of the acquired entities (adjusted to
exclude (x) the cost of any compensation, remuneration or other benefit paid
or provided to any employee, consultant, Affiliate or equity owner of the
acquired entities to the extent such costs are eliminated and not replaced and
(y) the amount of any reduction in general, administrative or overhead costs
of the acquired entities, in each case, as determined in good faith by an
officer of the Company) and without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income, and (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable
to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the referent Person or any of its
Subsidiaries following the Calculation Date.

"GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of the
Indenture.

"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

"Guarantors" means each of (i) Albuquerque Investments, Inc., Any Kind Check
Cashing Centers, Inc., Check Mart of Louisiana, Inc., Check Mart of New
Mexico, Inc., Check Mart of New Jersey, Inc., Check Mart

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of Pennsylvania, Inc., Check Mart of Texas, Inc., Check Mart of Utah, Inc.,
Check Mart of Washington, Inc., Check Mart of Washington, D.C., Inc., Check
Mart of Wisconsin, Inc., DFG Warehousing Co., Inc., Dollar Financial Insurance
Corp., Dollar Insurance Administration Corp., Financial Exchange Company of
Michigan, Inc., Financial Exchange Company of Ohio, Inc., Financial Exchange
Company of Pennsylvania, Inc., Financial Exchange Company of Pittsburgh, Inc.,
Financial Exchange Company of Virginia, Inc., L.M.S. Development Corporation,
Monetary Management Corp., Monetary Management Corporation of Pennsylvania,
Monetary Management of California, Inc., Monetary Management of Maryland,
Inc., Monetary Management of New York, Inc., Pacific Ring Enterprises, Inc.
and U.S. Check Exchange Limited Partnership, and (ii) any other domestic
Subsidiary of the Company that executes a Subsidiary Guarantee in accordance
with the provisions of the Indenture, and their respective successors and
assigns.

"Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

"Holdings" means DFG Holdings, Inc., a Delaware corporation and the 100%
owner of the Company.

"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, (i) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances, (ii) representing Capital Lease Obligations, (iii) the balance
deferred and unpaid of the purchase price of any property, except any such
balance that constitutes an accrued expense or trade payable, or (iv)
representing any Hedging Obligations, if and to the extent any of the
foregoing indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all indebtedness of others secured by a Lien
on any asset of such Person (whether or not such indebtedness is assumed by
such Person) and, to the extent not otherwise included, the Guarantee by such
Person of any Indebtedness of any other Person.

"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities
by the Company for consideration consisting of common equity securities of the
Company shall not be deemed to be an Investment. If the Company or any
Subsidiary of the Company sells or otherwise disposes of any Equity Interests
of any direct or indirect Subsidiary of the Company such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary
of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (A) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (B)
the disposition of any securities by such Person or any of its Subsidiaries or
the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries and (ii) any extraordinary or

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nonrecurring gain (but not loss), together with any related provision for
taxes on such extraordinary or nonrecurring gain (but not loss).

"Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation
expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), amounts required to be applied to the repayment
of Indebtedness (other than revolving credit Indebtedness under the Credit
Agreement) secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned Subsidiary of the Company that is a Guarantor and that is engaged
in the same or a similar line of business as the Company and its Subsidiaries
were engaged in on the date of the Indenture; (b) any Investment in Cash
Equivalents or the Notes; (c) any Investment by the Company or any Subsidiary
of the Company in a Person, if as a result of such Investment (i) such Person
becomes a Wholly Owned Subsidiary of the Company and a Guarantor that is
engaged in the same or a similar line of business as the Company and its
Subsidiaries were engaged in on the date of the Indenture or (ii) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Wholly Owned Subsidiary of the Company that is a Guarantor and that is engaged
in the same or a similar line of business as the Company and its Subsidiaries
were engaged in on the date of the Indenture; (d) any Restricted Investment
made as a result of the receipt of non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with the covenant described above
under the caption "--Repurchase at the Option of Holders--Asset Sales";
(e) other Investments in any Person (other than Holdings or an Affiliate of
Holdings that is not also a Subsidiary of the Company) having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (e) that are at the
time outstanding, not to exceed $3.0 million; and (f) any loan by the Company
to a Wholly Owned Subsidiary of the Company that is not a Guarantor and any
other Investment in a Wholly Owned Subsidiary of the Company that is not a
Guarantor to the extent necessary to preserve the full deductibility of
interest relating to Indebtedness of such Subsidiary.

"Permitted Liens" means (i) Liens securing Indebtedness under the Credit
Agreement that was permitted by the terms of the Indenture to be incurred;
(ii) Liens in favor of the Company; (iii) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the
Company or any Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do
not extend to any assets other than those of the Person merged into or
consolidated with the Company; (iv) Liens on property existing at the time of
acquisition thereof by the Company or any Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business; (vi) Liens securing
Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of
the second paragraph of the covenant entitled "--Incurrence of Indebtedness
and Issuance of Preferred Stock" covering only the assets acquired with such
Indebtedness; (vii) Liens existing on the date of the Indenture; (viii) Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; (ix) Liens incurred in the ordinary course
of business of the Company or any Subsidiary of the Company with respect to
obligations that do not exceed $5.0 million at any one time outstanding and
that (A) are not incurred in connection with the borrowing of money or

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the obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (B) do not in the aggregate materially detract from
the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary; and (x) Liens
securing Permitted Refinancing Debt, provided that the Company was permitted
to incur Liens with respect to the Indebtedness so refinanced.

"Permitted Refinancing Debt" means any Indebtedness of the Company or any of
its Subsidiaries issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund other Indebtedness of
the Company or any of its Subsidiaries; provided that (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Debt does not
exceed the principal amount plus accrued interest (or accreted value, if
applicable) of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses incurred in
connection therewith); (ii) such Permitted Refinancing Debt has a final
maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes, such Permitted Refinancing Debt has a final maturity date later
than the final maturity date of, and is subordinated in right of payment to,
the Notes on terms at least as favorable to the holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

"Principals" means Weiss, Peck & Greer, General Electric Capital
Corporation, Pegasus Partners, L.P., or any person that is a general partner
of either Weiss, Peck & Greer or Pegasus Partners, L.P. as of the date of the
Indenture.

"Related Party" with respect to any Principal means any Subsidiary of such
Principal.

"Restricted Investment" means an Investment other than a Permitted
Investment.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date hereof.

"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (A) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (B) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (A) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (B) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

NEW REVOLVING CREDIT FACILITY

The Company, Bank of America NT&SA, Bank of America Illinois and Lehman
Commercial Paper, Inc. have entered into the New Revolving Credit Facility.

The New Revolving Credit Facility will mature on December 31, 2000 and
provides for an aggregate commitment of up to $25.0 million, subject to a
borrowing base limitation (the "Borrowing Base") based on the aggregate of
certain percentages of the cash and checks held by the Company's stores, or
for their account, and eligible government receivables.

Amounts outstanding under the New Revolving Credit Facility bear interest at
either (i) 0.50% plus the higher of (a) the federal funds rate plus 0.50% per
annum and (b) the rate publicly announced by Bank of America NT&SA, as its
"reference rate" or (ii) the Eurodollar Rate (as defined therein) plus 1.75%,
determined at the Company's option. Amounts outstanding under the New
Revolving Credit Facility are secured by a first priority lien on
substantially all properties and assets of the Company and its current and
future domestic subsidiaries (including all of the capital stock of the
Company's domestic subsidiaries and 65% of the capital stock of the Company's
Canadian subsidiaries). The Company's obligations under the New Revolving
Credit Facility are guaranteed by Holdings and each of the Company's direct
and indirect domestic subsidiaries. The New Notes will rank pari passu in
right of payment with all senior borrowings of the Company, including all
borrowings under the New Revolving Credit Facility.

The New Revolving Credit Facility contains covenants and provisions that
restrict, among other things, the Company's ability to: (i) merge or
consolidate with another entity, (ii) incur additional indebtedness, including
guarantees and excepting, among other things, (a) indebtedness under the New
Revolving Credit Facility, (b) the Notes, (c) $1.0 million in purchase money
indebtedness, (d) indebtedness incurred in the ordinary course of the
Company's business, (e) certain inter-company indebtedness, (f) indebtedness
in respect of hedging agreements, (g) indebtedness incurred in connection with
an overdraft facility with CoreStates Bank, N.A., and (h) indebtedness of the
Company's subsidiary, National Money Mart, Inc., to Bank of Montreal in
connection with certain services provided by Bank of Montreal, (iii) incur
liens on its property, other than liens previously disclosed, purchase money
security interests, certain tax liens, certain liens incurred in the ordinary
course of the Company's business, judgment liens in existence less than 15
business days or with respect to which execution has been stayed or the
payment of which is covered in full by insurance, and liens on assets of
foreign Subsidiaries securing indebtedness not exceeding $3.5 million, (iv)
engage in certain asset sales or other dispositions, excepting, among other
things, such sales which are in the ordinary course of the Company's business
and such sales which are made for fair market value and which do not exceed
$3.0 million in the aggregate, (v) pay dividends, make distributions or
redeem, prepay or repurchase the Notes and (vi) amend the Indenture or the
Registration Rights Agreement unless such amendment is not adverse in any
respect to the lenders under the New Revolving Credit Facility or is not
reasonably likely to have a material adverse effect on the business,
operations, assets, revenues, properties or prospects of the Company. The New
Revolving Credit Facility also contains covenants (i) requiring the Company to
maintain net worth of not less than the sum of (x) $33.0 million plus (y) 50%
of its cumulative net income; (ii) requiring the Company to maintain an
interest coverage ratio on a rolling four-quarter basis equal to not less than
1.50:1 in fiscal 1997, 1.75:1 in fiscal 1998, and 2.00:1 in fiscal 1999 and
2000; (iii) requiring the Company to maintain a ratio of total debt to cash
flow of 5.25:1 in fiscal 1997, 4.50:1 in fiscal 1998 and 4.00:1 in fiscal 1999
and 2000; and (iv) limiting the Company's capital expenditures to $3.5 million
in fiscal 1997, $5.0 million in fiscal 1998, $3.25 million in fiscal 1999 and
$2.0 million in fiscal 2000. The Company is, subject to certain conditions,
allowed to make acquisitions with an aggregate purchase price of up to $17.0
million, which acquisitions have to be completed by June 30, 1999, provided,
however, that acquisitions totalling no more than $15.0 million may be made in
any consecutive four quarters. The New Revolving Credit Facility also contains
covenants that (i) provide that the Company will not engage in any business
activity except the check cashing business and activities incidental thereto,
(ii) restrict the

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Company from entering into any arrangement for the purchase of materials or
services if such arrangement requires that payment be made regardless of
whether such materials or services are delivered or furnished, (iii) restrict
the Company and its Subsidiaries from entering into transactions with
affiliates except on terms that are fair and equitable and are of the kind a
prudent person would enter into, (iv) restrict the Company from entering into
agreements that restrict the ability of any of the Company's Subsidiaries to
make payments to the Company and (v) restrict the Company from guaranteeing
the indebtedness of others.

Events of default under the New Revolving Credit Facility include, among
other things: (i) any failure of the Company to pay principal, interest or
fees thereunder when due, (ii) default under other Indebtedness,
(iii) noncompliance with or breach of covenants contained in the New Revolving
Credit Facility and certain related documents, (iv) inaccuracy of any
representation or warranty when made by the Company in the New Revolving
Credit Facility and certain related documents, (v) certain events of
bankruptcy or insolvency, (vi) imposition of certain judgment or ERISA liens,
(vii) a Change of Control (as defined in the New Revolving Credit Facility)
and (viii) payment by the Company of more than $350,000 in liquidated damages
under the Registration Rights Agreement. If a bankruptcy event of default
occurs under the New Revolving Credit Facility, the commitments of the lenders
are automatically terminated and the outstanding principal amount of all
outstanding loans and obligations thereunder are immediately due and payable,
without notice or demand. If any other event of default under the New
Revolving Credit Facility occurs and is continuing, the administrative agent,
upon the direction of the lenders holding 66 2/3% of the commitments under the
New Revolving Credit Facility, may declare all or any portion of the
outstanding principal amount of the loans and obligations thereunder due and
payable and/or terminate the commitments of the lenders.

SELLER SUBORDINATED NOTES

In connection with the acquisitions of the 19 stores from ARI, Inc. in
February 1995 and the entities conducting business as Check Mart, Inc. in
September 1994, one of the Company's subsidiaries issued subordinated notes to
the sellers in the principal amounts of $2.7 million having a term of five
years ending on February 15, 1999, and $720,000 having a term of three years
ending on September 29, 1997, respectively, of which $2.6 million and $240,000
respectively remained outstanding at September 30, 1996. The subordinated
notes bear interest at the a reference rate plus 1% (9.25% at September 30,
1996). The notes are subordinated to all present and future obligations of the
Company and will rank junior in right of payment to the New Notes. See
"Business--Legal Proceedings" for discussion of litigation concerning
subordinated seller note in connection with the acquisition of the stores from
ARI, Inc.

OTHER DEBT

In connection with the acquisition of the companies conducting business as
"Chex$Cashed", the Company issued notes for non-competition agreements with
the former shareholders of the companies. The notes have a term of four years,
ending on September 1, 1999, and bear interest at the prime rate, as defined,
plus 1%. As of September 30, 1996 the aggregate outstanding balance of these
notes was $57,000. The Company has also financed its insurance premiums, which
financing aggregates $129,000 at September 30, 1996.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following general discussion summarizes the material U.S. federal income
tax aspects of the acquisition, ownership and disposition of the New Notes.
This discussion is a summary only and does not consider all aspects of U.S.
federal income tax that may be relevant to the purchase, ownership and
disposition of the New Notes by a prospective investor in light of such
investor's personal circumstances. This discussion only addresses the U.S.
federal income tax consequences of ownership of New Notes held as capital
assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and does not address the U.S. federal income
tax consequences to investors subject to special treatment under the U.S.
federal income tax laws, such as dealers in securities or foreign currency,
tax-exempt entities, banks, thrifts, insurance companies, persons that hold
the New Notes as part of a "straddle", a "hedge" against currency risk or a
"conversion transaction", persons that have a "functional currency" other than
the U.S. dollar, and investors in pass-through entities. In addition, this
discussion is generally limited to the tax consequences to initial holders. It
does not describe any tax consequences arising out of the tax laws of any
state, local or foreign jurisdiction.

This discussion is based upon the Code, existing and proposed regulations
thereunder, and current administrative rulings and court decisions. All of the
foregoing is subject to change, possibly on a retroactive basis, and any such
change could affect the continuing validity of this discussion.

PROSPECTIVE HOLDERS OF THE NEW NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE
LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR
SITUATIONS.

U.S. HOLDERS

The following discussion is limited to the U.S. federal income tax
consequences relevant to a holder of a New Note that is (i) a citizen or
resident (as defined in Section 7701(b) (1) of the Code) of the United States,
(ii) a corporation organized under the laws of the United States or any
political subdivision thereof or therein or (iii) an estate or trust, the
income of which is subject to U.S. federal income tax regardless of the source
(a "U.S. Holder"). Certain U.S. federal income tax consequences relevant to a
holder other than a U.S. Holder are discussed separately below.

EXCHANGE OFFER

The exchange of the Old Notes for New Notes pursuant to the Exchange Offer
should not be a taxable exchange for U.S. federal income tax purposes. As a
result, there should be no federal income tax consequences to U.S. Holders
exchanging the Old Notes for the New Notes pursuant to the Exchange Offer.

STATED INTEREST

Interest on a New Note will be taxable to a U.S. Holder as ordinary interest
income at the time it accrues or is received in accordance with such holder's
method of accounting for tax purposes.

MARKET DISCOUNT

If a New Note is acquired at a "market discount", some or all of any gain
realized upon a sale, other disposition or payment at maturity (or earlier),
or some or all of the proceeds of a partial principal payment, of such Note
may be treated as ordinary income, as described below. For this purpose,
"market discount" is the excess (if any) of the stated redemption price at
maturity over the purchase price, subject to a statutory de minimis exception.
Unless a U.S. Holder has elected to include the market discount in income as
it accrues, any gain realized on any subsequent disposition of such a Note
(other than in connection with certain nonrecognition transactions) or payment
at maturity (or earlier), or some or all of the proceeds of a partial
principal payment with respect to such Note, will be treated as ordinary
income to the extent of the market discount accrued during the period such
Note was held.

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The amount of market discount treated as having accrued will be determined
either (i) on a ratable basis by multiplying the market discount times a
fraction, the numerator of which is the number of days the New Note was held
by the U.S. Holder and the denominator of which is the total number of days
after the date such U.S. Holder acquired the New Note up to and including the
date of its maturity or (ii) if the U.S. Holder so elects, on a constant
interest rate method. A U.S. Holder may make that election with respect to any
New Note but, once made, such election is irrevocable.

In lieu of recharacterizing gain upon disposition as ordinary income to the
extent of accrued market discount at the time of disposition, a U.S. Holder of
a New Note acquired at a market discount may elect to include market discount
in income currently, through the use of either the ratable inclusion method or
the elective constant interest method. Once made, the election to include
market discount in income currently applies to all Notes and other obligations
held by the U.S. Holder that are purchased at a market discount during the
taxable year for which the election is made, and all subsequent taxable years
of the U.S. Holder, unless the Internal Revenue Service (the "IRS") consents
to a revocation of the election. If an election is made to include market
discount in income currently, the basis of the New Note in the hands of the
U.S. Holder will be increased by the market discount thereon as it is included
in income.

Unless a U.S. Holder who acquires a New Note at a market discount elects to
include market discount in income currently, such U.S. Holder may be required
to defer deductions for any interest paid on indebtedness allocable to such
Notes in an amount not exceeding the deferred income until such income is
realized.

BOND PREMIUM

If a U.S. Holder purchases a New Note and immediately after the purchase the
adjusted basis of the New Note exceeds the sum of all amounts payable on the
instrument after the purchase date (other than qualified stated interest), the
New Note has "bond premium." A U.S. Holder may elect to amortize such bond
premium over the remaining term of such Note (or, in certain circumstances,
until an earlier call date).

If bond premium is amortized, the amount of interest that must be included
in the U.S. Holder's income for each period ending on an interest payment date
or at the stated maturity, as the case may be, will be reduced by the portion
of premium allocable to such period based on the New Note's yield to maturity.
If such an election to amortize bond premium is not made, a U.S. Holder must
include the full amount of each interest payment in income in accordance with
its regular method of accounting and will receive a tax benefit from the
premium only in computing such Holder's gain or loss upon the sale or other
disposition or payment of the principal amount of the New Note.

An election to amortize premium will apply to amortizable bond premium on
all Notes and other bonds, the interest on which is includible in the U.S.
Holder's gross income, held at the beginning of the U.S. Holder's first
taxable year to which the election applies or are thereafter acquired, and may
be revoked only with the consent of the IRS.

SALE, EXCHANGE OR REDEMPTION OF THE NOTES

Upon the disposition of a New Note by sale, exchange or redemption, a U.S.
Holder will generally recognize gain or loss equal to the difference between
(i) the amount realized on the disposition (other than amounts attributable to
accrued interest) and (ii) the U.S. Holder's tax basis in the New Note. A U.S.
Holder's tax basis in a New Note generally will equal the cost of the Note
(net of accrued interest) to the U.S. Holder increased by amounts includible
in income as market discount (if the holder elects to include market discount
on a current basis) and reduced by any amortized bond premium.

Provided the New Note is held as a capital asset, such gain or loss (except
as otherwise provided by the market discount rules) will generally constitute
capital gain or loss and will be long-term capital gain or loss if the U.S.
Holder has held such New Note for more than one year.

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BACKUP WITHHOLDING AND INFORMATION REPORTING

Under the Code, a U.S. Holder of a New Note may be subject, under certain
circumstances, to information reporting and/or backup withholding at a 31%
rate with respect to cash payments in respect of interest or the gross
proceeds from dispositions thereof. This withholding applies only if the
holder (i) fails to furnish its social security or other taxpayer
identification number ("TIN") within a reasonable time after a request
therefor, (ii) furnishes an incorrect TIN, (iii) fails to report interest
properly, or (iv) fails, under certain circumstances, to provide a certified
statement, signed under penalty of perjury, that the TIN provided is its
correct number and that it is not subject to backup withholding. Any amount
withheld from a payment to a U.S. Holder under the backup withholding rules is
allowable as a credit (and may entitle such holder to a refund) against such
holder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS. Certain persons are exempt from backup
withholding, including corporations and financial institutions. U.S. Holders
of New Notes should consult their tax advisors as to their qualification for
exemption from withholding and the procedure for obtaining such exemption.

NON-U.S. HOLDERS

The following discussion is limited to the U.S. federal income tax
consequences relevant to a holder of a New Note that is not (i) a citizen or
resident of the United States, (ii) a corporation organized under the laws of
the United States or any political subdivision thereof or therein or (iii) an
estate or trust, the income of which is subject to U.S. federal income tax
regardless of the source (a "Non-U.S. Holder").

This discussion does not deal with all aspects of U.S. federal income and
estate taxation that may be relevant to the purchase, ownership or disposition
of the New Notes by any particular Non-U.S. Holder in light of such Holder's
personal circumstances, including holding the New Notes through a partnership,
trust or estate. For example, persons who are partners in foreign partnerships
or beneficiaries of foreign trusts or estates who are subject to U.S. federal
income tax because of their own status, such as United States residents or
foreign persons engaged in a trade or business in the United States, may be
subject to U.S. federal income tax or income and gain from the New Notes, even
though the entity is not so subject.

For purposes of the following discussion, interest and gain on the sale,
exchange or other disposition of the New Note will be considered "U.S. trade
or business income" if such income or gain is (i) effectively connected with
the conduct of a U.S. trade or business or (ii) in the case of a treaty
resident, attributable to a U.S. permanent establishment (or to a fixed base)
in the United States.

STATED INTEREST

Generally, any interest paid to a Non-U.S. Holder of a New Note that is not
U.S. trade or business income will not be subject to United States tax if the
interest qualifies as "portfolio interest." Generally, interest on the New
Notes will qualify as portfolio interest if (i) the Non-U.S. Holder does not
actually or constructively own 10% or more of the total voting power of all
voting stock of the Company and is not a "controlled foreign corporation" with
respect to which the Company is a "related person" within the meaning of the
Code, (ii) the Non-U.S. Holder is not a bank receiving such interest on an
extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business and (iii) the beneficial owner, under
penalty of perjury, certifies that the beneficial owner is not a United States
person and such certificate provides the beneficial owner's name and address.

The gross amount of payments to a Non-U.S. Holder of interest that do not
qualify for the portfolio interest exception and that are not U.S. trade or
business income will be subject to U.S. federal income tax at the rate of 30%,
unless a U.S. income tax treaty applies to reduce or eliminate withholding.
U.S. trade or business income will be taxed at regular U.S. rates rather than
the 30% withholding rate. To claim the benefit of a tax treaty or to claim
exemption from withholding because the income is U.S. trade or business
income, the Non-U.S. Holder must provide a properly executed Form 1001 or 4224
(or such successor forms as the IRS designates), as applicable, prior to the
payment of interest. These forms must be periodically updated. Under proposed
regulations, the Forms 1001 and 4224 will be replaced by Form W-8. Also under
proposed regulations, a Non-U.S. Holder who is claiming the benefits of a
treaty may be required to obtain a U.S. taxpayer identification number and to
provide certain documentary evidence issued by foreign governmental
authorities to prove residence in the foreign country. Certain special
procedures are provided in the proposed regulations for payments through
qualified intermediaries.

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SALE, EXCHANGE OR REDEMPTION OF NOTES

Except as described below and subject to the discussion concerning backup
withholding, any gain realized by a Non-U.S. Holder on the sale, exchange or
redemption of a New Note generally will not be subject to U.S. federal income
tax, unless (i) such gain is U.S. trade or business income, (ii) subject to
certain exceptions, the Non-U.S. Holder is an individual who holds the New
Note as a capital asset and is present in the United States for 183 days or
more in the taxable year of the disposition, or (iii) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to
certain U.S. expatriates.

FEDERAL ESTATE TAX

New Notes held (or treated as held) by an individual who is a Non-U.S.
Holder at the time of his or her death will not be subject to U.S. federal
estate tax provided that the individual does not actually or constructively
own 10% or more of the total voting power of all voting stock of the Company
and income on the Notes was not U.S. trade or business income.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company must report annually to the IRS and to each Non-U.S. Holder any
interest that is subject to withholding or that is exempt from U.S.
withholding tax pursuant to a tax treaty or the portfolio interest exception.
Copies of these information returns may also be made available under the
provisions of a specific treaty or agreement to the tax authorities of the
country in which the Non-U.S. Holder resides (or is otherwise subject to tax).

The regulations provide that backup withholding and information reporting
will not apply to payments of principal on the New Notes by the Company to a
Non-U.S. Holder, if the Holder certifies as to its non-U.S. status under
penalties of perjury or otherwise establishes an exemption (provided that
neither the Company nor its paying agent has actual knowledge that the holder
is a United States person or that the conditions of any other exemption are
not, in fact, satisfied).

The payment of the proceeds from the disposition of New Notes to or through
the United States office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner
certifies as its non-U.S. status under penalty of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the Holder is a U.S. person or that the conditions of any other
exemption are not, in fact, satisfied. The payment of the proceeds from the
disposition of a New Note to or through a non-U.S. office of a non-U.S. broker
that is not a U.S. related person will not be subject to information reporting
or backup withholding. For this purpose, a "U.S. related person" is (i) a
"controlled foreign corporation" for U.S. federal income tax purposes or (ii)
a foreign person 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the broker has been in existence)
is derived from activities that are effectively connected with the conduct of
a United States trade or business.

In the case of the payment of proceeds from the disposition of New Notes to
or through a non-U.S. office of a broker that is either a U.S. person or a
U.S. related person, the regulations require information reporting on the
payment unless the broker has documentary evidence in its files that the owner
is a Non-U.S. Holder and the broker has no knowledge to the contrary. Backup
withholding will not apply to payments made through foreign offices of a
broker that is a U.S. person or a U.S. related person (absent actual knowledge
that the payee is a U.S. person).

Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S.
Holder's U.S. federal income tax liability, provided that the requisite
procedures are followed.

95
<PAGE>

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a period of 180 days
after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale.

The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from
any such broker-dealer or the purchasers of any such New Notes. Any broker-
dealer that resells New Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such New Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of New Notes
and any commission or concessions received by any such persons may be deemed
to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
Supplement to this Prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The Company has agreed, pursuant to
the Registration Rights Agreement, to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for all the holders of
the Notes as a single class) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

LEGAL MATTERS

The validity of the Notes offered hereby will be passed upon for the Company
and certain of the Guarantors by Weil, Gotshal & Manges LLP, New York, New
York.

EXPERTS

The consolidated financial statements of Dollar Financial Group, Inc., at
June 30, 1996 and 1995 and for each of the two years in the period then ended,
for the six months ended June 30, 1994 and for the year ended December 31,
1993, appearing in this Prospectus and Registration Statement, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

The financial statements of Any Kind Check Cashing Centers, Inc. as of
December 31, 1995 and 1994 and for the three years then ended, appearing in
this Prospectus and elsewhere in the Registration Statement, have been audited
by McGladrey & Pullen, LLP, independent auditors, as stated in their report
appearing herein, and are included in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.

96
<PAGE>

The combined statement of operations and of cash flows of L.M.S. Development
Corporation, Pacific Ring Enterprises, Inc. and NCCI Corporation, collectively
doing business as Chex$Cashed for the year ended December 31, 1994, appearing
in this Prospectus and Registration Statement, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

The financial statements of National Money Mart Inc. as of December 31, 1995
and for each of the two years then ended, appearing in this Prospectus and
elsewhere in the Registration Statement, have been audited by Ernst & Young,
Chartered Accountants, as set forth in their report appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

The financial statements of Cash-N-Dash Check Cashing, Inc. as of December
31, 1995 and 1994 and for the years then ended appearing in this Prospectus
and Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

97
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DOLLAR FINANCIAL GROUP, INC.
Consolidated balance sheets of Dollar Financial Group, Inc. as of
September 30, 1996 (unaudited), June 30, 1996 and 1995, and the related
consolidated statements of operations, shareholder's equity, and cash
flows for the three months ended September 30, 1996 and 1995
(unaudited), for the years ended June 30, 1996 and 1995 (collectively,
the financial statements of the "Successor" company), for the six-month
transition period ended June 30, 1994 and for the year ended December
31, 1993 (collectively, the financial statements of the "Predecessor"
company) with accompanying notes and Report of Independent Auditors
thereon................................................................. F-2
ANY KIND CHECK CASHING CENTERS, INC.
Consolidated balance sheets of Any Kind Check Cashing Centers, Inc. and
consolidated partnership as of June 30, 1996 (unaudited), December 31,
1995 and 1994, and the related consolidated statements of income,
retained earnings and minority interest in consolidated partnership, and
cash flows for the six months ending June 30, 1996 (unaudited) and for
each of the three years in the period ended December 31, 1995 with
accompanying notes and Independent Auditor's Report thereon............. F-21
L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC. AND NCCI
CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED
Combined statements of income and of cash flows of L.M.S. Development
Corporation, Pacific Ring Enterprises, Inc. and NCCI Corporation,
collectively doing business as Chex$Cashed for the year ended December
31, 1994 with accompanying notes and Report of Independent Auditors
thereon................................................................. F-30
NATIONAL MONEY MART INC.
Consolidated balance sheets of National Money Mart Inc. as of September
30, 1996 (unaudited), December 31, 1995 and 1994 and the related
consolidated statements of income and retained earnings and cash flows
for the nine months ended September 30, 1996 and 1995 (unaudited) and
for each of the two years in the period ended December 31, 1995 with
accompanying notes and the Auditor's Report thereon..................... F-36
CASH-N-DASH CHECK CASHING, INC.
Balance sheets of Cash-N-Dash Check Cashing, Inc. as of September 30 1996
(unaudited), December 31, 1995 and 1994 and the related statements of
income, shareholders' equity and cash flows for the nine months ended
September 30, 1996 and 1995 (unaudited) and for each of the two years in
the period ended December 31, 1995 with accompanying notes and Report of
Independent Auditors thereon............................................ F-43
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and
Shareholders
DFG Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Dollar
Financial Group, Inc. as of June 30, 1996 and 1995, and the related
consolidated statements of operations, shareholder's equity, and cash flows
for each of the two years in the period ended June 30, 1996 and for the six
months ended June 30, 1994 and for the year ended December 31, 1993. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dollar
Financial Group, Inc. at June 30, 1996 and 1995, and the consolidated results
of its operations and its cash flows for each of the two years in the period
ended June 30, 1996 and for the six months ended June 30, 1994 and for the
year ended December 31, 1993, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
August 8, 1996, except for the
second paragraph of Note 14, as to
which the date is August 28, 1996

F-2
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
JUNE 30,
--------------- SEPTEMBER 30,
1995 1996 1996
------- ------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents....................... $19,778 $22,545 $ 41,784
Accounts receivable............................. 3,745 4,441 5,098
Prepaid expenses................................ 1,468 1,790 1,991
Deferred income taxes........................... 70 1,861 1,608
Note receivable--officer........................ 200 200 200
Properties and equipment, net of accumulated
depreciation of $1,061, $1,926 and $2,240...... 3,903 3,345 4,710
Cost assigned to contracts acquired, net of
accumulated amortization of $360, $660 and
$730........................................... 440 140 70
Cost in excess of net assets acquired, less
accumulated amortization of $880, $1,964 and
$2,409......................................... 29,996 31,989 68,263
Debt issuance costs, less accumulated
amortization of $223, $394 and $478............ 687 717 3,094
Other........................................... 400 416 572
------- ------- --------
$60,687 $67,444 $127,390
======= ======= ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable................................ $ 5,761 $ 6,844 $ 10,644
Accrued expenses................................ 3,655 4,363 4,912
Revolving credit facility....................... 6,208 7,738 6,077
Long-term debt and subordinated notes payable... 29,288 34,792 68,346
Shareholder's equity:
Common stock, $1 par value: 20,000 shares
authorized; 100 shares issued and outstanding
at June 30, 1995 and 1996, and at September
30, 1996..................................... -- -- --
Additional paid-in capital.................... 15,215 15,215 38,867
Retained earnings (accumulated deficit)....... 560 (1,508) (1,456)
------- ------- --------
Total shareholder's equity...................... 15,775 13,707 37,411
------- ------- --------
$60,687 $67,444 $127,390
======= ======= ========
</TABLE>

See accompanying notes.

F-3
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED SIX MONTHS YEAR ENDED JUNE 30, SEPTEMBER 30,
DECEMBER 31, ENDED ------------------- -------------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- --------- --------- --------- ---------
(UNAUDITED)
PREDECESSOR PREDECESSOR SUCCESSOR SUCCESSOR SUCCESSOR SUCCESSOR
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $28,734 $14,676 $34,834 $42,430 $9,741 $13,645
Store and regional
expenses:
Salaries and
benefits............. 8,354 4,266 11,042 13,975 3,245 4,691
Occupancy............. 2,578 1,313 3,122 4,031 953 1,395
Depreciation.......... 1,102 483 894 893 246 243
Other................. 8,139 4,132 9,577 11,709 2,772 3,648
------- ------- ------- ------- ------ -------
Total store and regional
expenses............... 20,173 10,194 24,635 30,608 7,216 9,977
Corporate expenses...... 4,414 2,321 4,414 5,360 1,309 1,371
Loss (gain) on store
closings and sales..... 110 36 93 4,501 21 (18)
Other depreciation and
amortization........... 1,183 319 1,630 1,858 422 659
Interest expense........ 1,597 721 2,480 3,385 759 1,358
------- ------- ------- ------- ------ -------
Income (loss) before
taxes.................. 1,257 1,085 1,582 (3,282) 14 298
Income tax provision
(benefit) ............. 205 174 1,022 (1,214) 71 246
------- ------- ------- ------- ------ -------
Net income (loss)... $ 1,052 $ 911 $ 560 $(2,068) $ (57) $ 52
======= ======= ======= ======= ====== =======
</TABLE>

See accompanying notes.

F-4
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TOTAL
------------- PAID-IN (ACCUMULATED NOTES UNEARNED SHAREHOLDER'S
SHARES AMOUNT CAPITAL DEFICIT) RECEIVABLE COMPENSATION EQUITY
------ ------ ---------- ------------ ---------- ------------ -------------

PREDECESSOR COMPANY
-------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1992................... 100 -- $12,399 $(6,050) $(313) $ (62) $ 5,974
Earned compensation.... 62 62
Dividends paid to
parent................ (1,500) (1,500)
Payment of notes
receivable............ 120 120
Net income for the year
ended December 31,
1993.................. 1,052 1,052
--- --- ------- ------- ----- ----- -------
Balance, December 31,
1993................... 100 -- 12,399 (6,498) (193) -- 5,708
Dividends paid to
parent................ (310) (310)
Net income for the six
months ended June 30,
1994.................. 911 911
--- --- ------- ------- ----- ----- -------
Balance, June 30, 1994.. 100 -- $12,399 $(5,897) $(193) $ -- $ 6,309
=== === ======= ======= ===== ===== =======
<CAPTION>
SUCCESSOR COMPANY
-----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1994.. 100 -- $15,160 $ -- $ -- $ -- $15,160
Capital contribution
from parent........... 55 55
Net income for the year
ended
June 30, 1995......... 560 560
--- --- ------- ------- ----- ----- -------
Balance, June 30, 1995.. 100 -- 15,215 560 -- -- 15,775
Net loss for the year
ended
June 30, 1996......... (2,068) (2,068)
--- --- ------- ------- ----- ----- -------
Balance, June 30, 1996.. 100 -- 15,215 (1,508) -- -- 13,707
Capital contribution
from parent, net of
issuance costs
(unaudited)........... 23,652 23,652
Net income for the
three months ended
September 30, 1996
(unaudited)........... 52 52
--- --- ------- ------- ----- ----- -------
Balance, September 30,
1996 (unaudited)....... 100 -- $38,867 $(1,456) $ -- $ -- $37,411
=== === ======= ======= ===== ===== =======
</TABLE>

See accompanying notes.

F-5
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR SIX MONTHS YEAR ENDED ENDED
ENDED ENDED JUNE 30, SEPTEMBER 30,
DECEMBER 31, JUNE 30, ----------------- ----------------
1993 1994 1995 1996 1995 1996
------------ ---------- ------- -------- ------- -------
(UNAUDITED)
PREDECESSOR SUCCESSOR SUCCESSOR
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)....... $ 1,052 $ 911 $ 560 $ (2,068) $ (57) $ 52
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation and
amortization......... 2,677 926 2,524 2,751 668 988
Losses (gains) on
store closings and
sales................ 110 36 93 4,501 21 (18)
Deferred tax provision
(benefit)............ -- -- 406 (1,282) 180 253
Change in assets and
liabilities (net of
effect of
acquisitions):
(Increase) decrease
in accounts
receivable......... (1,681) 800 960 (696) 326 (352)
(Increase) decrease
in prepaid expenses
and other assets... (130) 117 (753) (661) (101) 321
Increase (decrease)
in accounts payable
and accrued
expenses........... 589 (1,178) 560 1,124 1,843 2,746
------- ------- ------- -------- ------- -------
Net cash provided by
operating activities... 2,617 1,612 4,350 3,669 2,880 3,990
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisitions, net of
cash acquired.......... (264) -- (8,147) (7,269) (6,619) (35,394)
Deferred startup costs.. (49) -- -- -- -- --
Additions to properties
and equipment.......... (309) (756) (1,468) (877) (212) (229)
------- ------- ------- -------- ------- -------
Net cash used in
investing activities... (622) (756) (9,615) (8,146) (6,831) (35,623)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Payments on long-term
debt................... (1,000) (701) (919) (3,336) (718) (1,510)
Payments on subordinated
notes payable.......... (20) (106) (153) (342) (128) (102)
Net increase (decrease)
in revolving credit
facility............... -- -- 2,208 1,530 1,682 (1,661)
Dividends paid to
parent................. (628) -- -- -- -- --
Proceeds from long-term
debt................... 247 -- 9,940 9,182 9,102 35,000
Payments of debt
issuance costs......... -- -- -- -- (200) (2,507)
Proceeds from equity
contribution from
parent................. -- -- 5 210 50 21,652
------- ------- ------- -------- ------- -------
Net cash (used in)
provided by financing
activities............. (1,401) (807) 11,081 7,244 9,788 50,872
------- ------- ------- -------- ------- -------
Net increase in cash and
cash equivalents....... 594 49 5,816 2,767 5,837 19,239
Cash and cash
equivalents at
beginning of period.... 10,380 10,974 13,962 19,778 19,778 22,545
------- ------- ------- -------- ------- -------
Cash and cash
equivalents at end of
period................. $10,974 $11,023 $19,778 $ 22,545 $25,615 $41,784
======= ======= ======= ======== ======= =======
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING AND
FINANCING ACTIVITIES:
Subordinated notes
payable issued in
connection with
acquisitions........... $ -- $ -- $ 3,420 $ -- $ 80 $ --
Capital contribution
from parent in
connection with
acquisition of Any Kind
Check Cashing Centers,
Inc.................... $ -- $ -- $ -- $ -- $ -- $ 2,000
Financing provided for
insurance premiums..... $ -- $ -- $ -- $ -- $ -- $ 166
</TABLE>

See accompanying notes.

F-6
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

JUNE 30, 1996

1. ORGANIZATION AND BUSINESS

The accompanying consolidated financial statements are those of Dollar
Financial Group, Inc. (the "Company," formerly known as Monetary Management
Corporation), and its wholly-owned subsidiaries. The Company is a wholly-owned
subsidiary of DFG Holdings, Inc. ("Holdings," formerly known as Monetary
Management Holdings, Inc.). The activities of Holdings consist primarily of its
investment in the Company. Holdings has no employees or operating activities.

On June 30, 1994 MMH Transit Co. ("MMHT"), a Delaware corporation, was formed
principally by two private equity funds sponsored by Weiss, Peck and Greer,
through the issuance of 15,000 shares of common stock at $1,010.67 per share.
Total consideration was $15,160,000. Pursuant to an Agreement and Plan of
Merger dated as of June 30, 1994 among MMHT, Bear Stearns Acquisition XII, Inc.
(the predecessor majority shareholder of Holdings), and Holdings, Holdings and
MMHT consummated a merger whereby MMHT acquired all of the outstanding common
stock and warrants of Holdings for $10,500,000. MMHT was merged with and into
Holdings, and the separate corporate existence of MMHT ceased and Holdings is
the surviving corporation in the merger. References to the Successor refer to
the Company for the periods subsequent to the acquisition on June 30, 1994 and
references to the Predecessor refer to the Company for periods prior to the
acquisition on June 30, 1994.

The acquisition of Holdings on June 30, 1994 was accounted for under the
purchase method of accounting and, accordingly, the acquisition cost was
allocated to the fair value of net assets acquired. The cost of acquiring
Holdings was, in turn, allocated to the Company and used to establish a new
accounting basis in the Company's financial statements.

Below is a condensed balance sheet of the Company on June 30, 1994 after
giving effect to the purchase method of accounting and after giving effect to
an additional $4.6 million capital contribution from Holdings on June 30, 1994
and the refinancing of the Predecessor's existing indebtedness which occurred
on June 30, 1994 (in thousands).

<TABLE>
<S> <C>
ASSETS
Cash........................ $13,962
Accounts receivable......... 4,705
Prepaid expenses and other
assets..................... 654
Properties and equipment.... 2,891
Goodwill.................... 20,897
Cost of contracts acquired.. 800
Debt issuance costs......... 873
-------
TOTAL ASSETS................ $44,782
=======
</TABLE>
<TABLE>
<S> <C>
LIABILITIES
Accounts payable and accrued
expenses..................... $ 8,622
Debt.......................... 21,000
-------
29,622
Shareholder's equity.......... 15,160
-------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY....... $44,782
=======
</TABLE>
The Company, through its subsidiaries, provides retail financial and
government contractual services to the general public through a network of
approximately 155 locations operating as Check Mart(R), Chex$Cashed,
QwiCash(R), Almost-A-Banc, and Financial Exchange Company(R) in twelve states.
The services provided at the Company's retail locations include check cashing,
sale of money orders, money transfer services, issuance of food stamps and
other welfare benefits, and various other related services. Additionally, the
Company, through its merchant services division, maintains and services the
network of electronic government benefits distribution to several hundred
merchants throughout the State of New York.

F-7
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

Principles of Consolidation

The accompanying financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Fiscal Year

Prior to the acquisition discussed in Note 1, the Company maintained a
December 31 fiscal year. Effective with the acquisition, the Company changed
its fiscal year to June 30.

Property and Equipment

Office properties and equipment are carried at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets, which vary from five to fifteen years.

Intangible Assets

The cost in excess of net assets acquired or goodwill was amortized using
the straight-line method over a useful life of forty years by the Predecessor
and is being amortized over thirty years by the Successor. The carrying value
of goodwill is reviewed annually to determine whether the facts and
circumstances suggest that the value may be impaired. If this review indicates
that the value will not be recoverable, as determined based on undiscounted
cash flows from operations before interest, the carrying value will be reduced
to an amount determined on the basis of such undiscounted cash flows. The cost
assigned to acquired contracts with various governmental agencies is being
amortized over the remaining contractual lives of the contracts which expire
on various dates through December 31, 1996.

Debt Issuance Costs

Debt issuance costs incurred are amortized over the five-year remaining term
of the related debt.

Store and Regional Expenses

The direct costs incurred in operating the Company's stores and providing
services under the Company's merchant services contracts have been classified
as store expenses. Store expenses include salaries and benefits of store and
regional employees, rent and other occupancy costs, depreciation of properties
and equipment, bank charges, armored security costs, net returned checks, cash
and food stamp shortages and other costs incurred by the stores. Excluded from
store operations are the corporate expenses of the Company which include
salaries and benefits of corporate employees, professional fees, and travel
costs.

Returned Checks

The Company charges operations for losses on returned checks in the period
such checks are returned, since ultimate collection of these items is
uncertain. Recoveries on returned checks are credited in the period when the
recovery is received. The net expense for bad checks included in Other Store
Expenses in the accompanying consolidated statement of operations was $362,000
for the year ended December 31, 1993, $256,000 for the six months ended June
30, 1994, $803,000 and $1,165,000 for the years ended June 30, 1995 and 1996,
respectively, and $306,000 and $574,000 for the three months ended September
30, 1995 and 1996, respectively.

F-8
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

Income Taxes

The Company uses the liability method to account for income taxes.
Accordingly, deferred income taxes have been determined by applying current
tax rates to temporary differences between the amount of assets and
liabilities determined for income tax and financial reporting purposes.

The Company and its subsidiaries file a consolidated federal income tax
return with Holdings.
Employees' Retirement Plan

Retirement benefits are provided to substantially all full-time employees
who have completed 1,000 hours of service through a defined contribution
retirement plan. The Company will match 50% of each employee's contribution,
up to 4% of the employee's annual salary. In addition, a discretionary
contribution may be made if the Company meets its financial objectives. The
amount of contributions charged to expense was $88,000 for the year ended
December 31, 1993, $47,000 for the six months ended June 30, 1994, $96,000 and
$129,000 for the years ended June 30, 1995 and 1996, respectively, and $32,000
and $42,000 for the three months ended September 30, 1995 and 1996,
respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $437,000 for the year ended December 31, 1993,
$172,000 for the six months ended June 30, 1994, $589,000 and $705,000 for the
years ended June 30, 1995 and 1996, respectively, and $145,000 and $189,000
for the three months ended September 30, 1995 and 1996, respectively.

Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of

In March 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed of," which requires impairment losses to be recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. SFAS No. 121 also addresses the accounting
for long- lived assets that are expected to be disposed of. The Company will
adopt SFAS No. 121 in 1997 and, based on current circumstances, does not
believe the effect of adoption will be material.

Fair Value of Financial Instruments

The carrying value of cash approximates its fair value because of its short-
term maturities. The carrying values of long-term debt, subordinated notes
payable and the revolving credit facility approximate their fair values, as
all debt obligations carry a variable interest rate.

Unaudited Interim Financial Statements

The Company, in its opinion, has included all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of its
financial position at September 30, 1996 and the results of its operations for
the three months ended September 30, 1995 and 1996. The results for the three
months ended September 30, 1996 are not necessarily indicative of the results
for the full year.

3. DFG HOLDINGS, INC.

As discussed in Note 1, the Company is a wholly-owned subsidiary of DFG
Holdings, Inc. ("Holdings"). The activities of Holdings consist primarily of
its investment in the Company, and there are no significant differences
between the consolidated results of operations of Holdings and those of the
Company.

F-9
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

The consolidated financial position of Holdings was comprised of the
following (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
--------------- SEPTEMBER 30,
1995 1996 1996
------- ------- -------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents.................... $19,778 $22,545 $ 41,784
Accounts receivable.......................... 3,745 4,441 5,098
Prepaid expenses............................. 1,468 1,790 1,991
Deferred income taxes........................ 70 1,861 1,608
Note receivable--officer..................... 200 200 200
Properties and equipment, net of accumulated
depreciation of $1,061, $1,926 and $2,240... 3,903 3,345 4,710
Cost assigned to contracts acquired, net of
accumulated amortization of $360, $660 and
$730........................................ 440 140 70
Cost in excess of net assets acquired, less
accumulated amortization of $880, $1,964 and
$2,409...................................... 29,996 31,989 68,263
Debt issuance costs, less accumulated
amortization of $223, $394 and $478......... 687 717 3,094
Other........................................ 400 416 572
------- ------- --------
$60,687 $67,444 $127,390
======= ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable............................. $ 5,761 $ 6,844 $ 10,644
Accrued expenses............................. 3,655 4,363 4,912
Revolving credit facility.................... 6,208 7,738 6,077
Long-term debt and subordinated notes
payable..................................... 29,288 34,792 68,346
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value: 20,000 shares
authorized at June 30, 1995 and 1996 and
50,000 shares authorized at September 30,
1996; 15,054 shares issued and outstanding
at June 30, 1995 and 1996 and 30,054 shares
issued and outstanding at September 30,
1996........................................ -- -- --
Additional paid-in capital................... 15,215 15,215 38,867
Retained earnings (accumulated deficit)...... 560 (1,508) (1,456)
------- ------- --------
Total shareholders' equity................... 15,775 13,707 37,411
------- ------- --------
$60,687 $67,444 $127,390
======= ======= ========
</TABLE>

The components of Holdings' shareholders' equity are as follows:

Common Stock

As part of the Agreement and Plan of Merger dated June 30, 1994 discussed in
Note 1, Holdings issued 15,000 shares for $1,010.67 per share. Of the 20,000
shares authorized, 15,054 shares were issued and outstanding at June 30, 1996
and 1995.

Dividends

Under the terms of the Company's Credit Agreement discussed in note 6, the
Company is not permitted to declare, pay, or make any cash dividends to
Holdings.

F-10
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

Stock Options

Holdings has granted nonqualified common stock options (the "options") to
certain executives to acquire up to 3,500 shares of common stock at a price of
$1,000 per share, the estimated fair market value of the common stock at date
of grant. The options have a term of ten years from the date of issuance (June
30, 1994), and vest in equal monthly increments over three years. All options
become immediately vested upon the employee's termination without cause,
change of control of Holdings, sale of equity securities in a public offering,
or death or disability of the executive. The options will terminate if the
employee terminates unless the options are exercised within 60 days following
the date on which termination occurs. All shares issuable upon the exercise of
the options are subject to the shareholders agreement discussed below.

In addition to the options noted above, these executives have been granted
additional options (the "additional options") to acquire up to 1,500 shares of
the common stock of Holdings. The initial exercise price of these additional
options was $1,000 per share, with the exercise price increasing by 40% over
the exercise price for the prior year applicable on each anniversary date.
From and after the fifth anniversary date (June 30, 1999), the exercise price
will be $5,000 per share. These additional options have a term of ten years
provided that Holdings does not have a change of control or an initial public
offering of its common stock. The additional options have vested immediately
and are exercisable only in the event of a change in control or an initial
public offering of its shares of common stock. The shares subject to the
additional options are not subject to the shareholders agreement described
below. A shareholders agreement exists which provides for the mandatory
repurchase at fair value of all shares owned by certain members of executive
management in the event of death or termination of the executive.

Subsequent Events

As discussed in Note 14, subsequent to June 30, 1996, Holdings increased its
authorized shares and issued additional shares of its common stock in order to
partially finance two acquisitions. Additionally, Holdings increased the
number of shares under option and issued warrants to purchase shares of common
stock.

4. ACQUISITIONS

During 1995 and 1996, the Company acquired the entities described below,
which were accounted for by the purchase method of accounting. The results of
operations of the acquired companies are included in the Company's statement
of earnings for the periods in which they were owned by the Company. The total
purchase price for each acquisition has been allocated to assets acquired and
liabilities assumed based on estimated fair values.

In September 1994, the Company purchased substantially all of the assets of
the check cashing operations conducted under the name "Check Mart, Inc." at 24
locations in Washington, Utah, California, and New Mexico. Total consideration
for the purchase was $7,798,000. The acquisition was funded by a $720,000
subordinated note payable to the seller and proceeds from the Company's
acquisition loan facility. The excess of purchase price over the fair value of
identifiable net assets acquired was $6,700,000.

In February 1995, the Company purchased substantially all of the assets
associated with the check cashing and related business operations of 19
locations within Philadelphia, Pennsylvania from ARI, Inc. Total consideration
for this purchase was $4,289,000 and was funded by a $2,700,000 subordinated
note payable to the seller and proceeds from the Company's acquisition loan
facility. The excess of the purchase price over the fair value of identifiable
net assets acquired was $3,400,000. (See Note 13 related to the subsequent
closing of these stores.)

F-11
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

In June 1995, the Company acquired the assets of two stores in California
operating as Pacific Check Exchange, Inc. for total consideration of $398,000,
funded from the Company's acquisition loan facility. The excess of the
purchase price over the fair value of identifiable net assets acquired was
$200,000.

In September 1995, the Company purchased all of the outstanding stock and
certain assets of several entities which operate 19 check cashing retail sites
located in California, Arizona, Ohio, and Wisconsin and operate under the name
"Chex$Cashed." Total consideration for this purchase was $7,356,000 and was
funded from the Company's acquisition loan facility. The excess of the
purchase price over the fair value of identifiable net assets acquired was
$6,660,000.

In May 1996, the Company acquired the assets of eleven check cashing kiosk
operations in Texas. The purchase price of approximately $456,000 was
allocated to the fair value of identifiable net assets acquired.

The following unaudited pro forma information presents the results of
operations as if the acquisitions of "Check Mart, Inc." and "Chex$Cashed" had
occurred on July 1, 1994. The pro forma operating results include the results
of operations for these acquisitions for the indicated periods and reflect the
amortization of intangible assets arising from the acquisitions and increased
interest expense on acquisition debt. Pro forma results of operations are not
necessarily indicative of the results of operations that would have occurred
had the purchase been made on the date above or the results which may occur in
the future.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
(UNAUDITED) (UNAUDITED)
------------------- -------------------
1995 1996 1995
--------- --------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Total revenues............ $ 42,264 $ 43,699 $11,014
Net income (loss)......... $ 906 $ (2,185) $ (162)
</TABLE>

The pro forma results of operations for the year ended June 30, 1996 and the
three months ended September 30, 1995 include bonus payments of $125,000 to
the former owners of Chex$Cashed in conjunction with and immediately preceding
the acquisition. The pro forma results of operations do not give effect to the
19 stores in Philadelphia acquired in February 1995, since these stores have
since been sold or closed. Additionally, the pro forma results of operations
do not give effect to the Pacific Check Exchange acquisition or the
acquisition of the check cashing kiosks in Texas since the pro forma results
would not be materially different.

5. PROPERTIES AND EQUIPMENT

Properties and equipment at June 30, 1995 and 1996 and at September 30, 1996
consist of (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
------------- SEPTEMBER 30,
1995 1996 1996
------ ------ -------------
<S> <C> <C> <C>
Land........................................... $ 55 $ 55 $ 55
Buildings...................................... 111 111 111
Leasehold improvements......................... 2,202 2,136 2,940
Equipment and furniture........................ 2,596 2,969 3,844
------ ------ ------
4,964 5,271 6,950
Less accumulated depreciation.................. 1,061 1,926 2,240
------ ------ ------
Total properties and equipment............... $3,903 $3,345 $4,710
====== ====== ======
</TABLE>

F-12
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

6. REVOLVING CREDIT, LONG-TERM DEBT, AND SUBORDINATED NOTES PAYABLE

The Company has debt obligations at June 30, 1995 and 1996 and at September
30, 1996 as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
--------------- -------------
1995 1996 1996
------- ------- -------------
<S> <C> <C> <C>
Revolving credit facility; interest at prime,
as defined, plus 1.25% at June 30, 1995 and
1996, amended to prime, as defined, plus
2.0% at September 30, 1996 (10.25%, 9.50%
and 10.25% at June 30, 1995 and 1996 and at
September 30, 1996, respectively) of the
outstanding daily balances payable
quarterly; principal due in full on June 30,
2000; weighted average interest rate of
9.74%, 9.83% and 9.73% for the years ended
June 30, 1995 and 1996 and for the three
months ended September 30, 1996,
respectively................................ $ 6,208 $ 7,738 $ 6,077
Term loan payable to bank; interest based on
Eurodollar rate, as defined, plus 2.50%,
(8.57% and 7.97% at June 30, 1995 and 1996,
respectively); interest payable at
conversion date, but at least quarterly;
weighted average interest rate of 8.36% and
8.35%, for the years ended June 30, 1995 and
1996, respectively.......................... 16,081 14,226 --
Acquisition loan facility payable to bank;
interest payable at conversion date, but at
least quarterly based on the Eurodollar
Rate, as defined, plus 2.50% (8.56% and
7.97% at June 30, 1995 and 1996,
respectively); weighted average interest
rate of 8.49% and 8.09%, for the years ended
June 30, 1995 and 1996, respectively........ 9,940 17,561 --
Tranche A term loan payable to bank; interest
based on Eurodollar rate as defined, plus
3.25% (8.69% at September 30, 1996);
interest payable at conversion date, but at
least quarterly; weighted average interest
rate of 9.20% for the three months ended
September 30, 1996.......................... -- -- 30,399
Tranche B term loan payable to bank; interest
based on Eurodollar rate as defined, plus
3.75% (9.19% at September 30, 1996);
interest payable at conversion date, but at
least quarterly; weighted average interest
rate of 9.59% for the three months ended
September 30, 1996.......................... -- -- 34,879
Subordinated promissory note payable;
interest at bank's Reference Rate, as
defined, plus 1% (10.00%, 9.25% and 9.25% at
June 30, 1995 and 1996 and at September 30,
1996, respectively) payable quarterly;
principal repayments of $60,000 made
quarterly until September 30, 1997; weighted
average interest rate of 9.67%, 9.76% and
9.25% for the years ended June 30, 1995 and
1996 and for the three months ended
September 30, 1996, respectively............ 600 300 240
Subordinated promissory note payable;
interest at bank's Reference Rate, as
defined, plus 1% (10.00%, 9.25% and 9.25% at
June 30, 1995 and 1996 and at September 30,
1996, respectively) subject to a ceiling of
10.50% and a floor of 8.50% payable monthly;
principal repayments of $8,333 per month
through February 1996; $83,333 per month
through February 1997, and $66,667 per month
from March 1997 through February 1999;
weighted average interest rate of 10.02%,
9.78% and 9.25% for the years ended June 30,
1995 and 1996 and for the three months ended
September 30, 1996, respectively............ 2,667 2,642 2,642
Other........................................ -- 63 186
------- ------- -------
$35,496 $42,530 $74,423
======= ======= =======
</TABLE>

F-13
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

The revolving credit facility, the term loan, and the acquisition loan
facility are provided pursuant to a $47 million credit agreement ("Credit
Agreement") dated June 30, 1994. In September 1995, the Company amended its
revolving credit facility to provide for borrowings of up to $10 million, with
a commitment fee of 1/2 of 1% charged on the unused portion of the commitment.

The term loan, revolving credit facility, and acquisition loans bear
interest at a rate of either the bank's reference rate (defined as the higher
of the bank's prime rate or the Federal Funds rate plus 1/4 of 1%) plus 1.25%
or the Eurodollar rate plus 2.50%. The rate of interest selected is at the
election of the Company provided, among other things, certain conversion
notices are delivered to the bank. The interest rates and payments have been
subsequently revised pursuant to the Amended and Restated Credit Agreement
discussed in Note 14. The term loan and acquisition loan facility,
collectively referred to as the "Tranche A term loans," have scheduled
principal payments as follows: $5,771,478 for the year ending June 30, 1997,
$6,390,004 for the year ending June 30, 1998, $7,132,236 for the year ending
June 30, 1999, and $5,720,292 through March 31, 2000, with the final payment
of the then-outstanding principal amount due June 30, 2000. Excess operating
cash payments as defined, are due after each year end. Such excess operating
cash payments will reduce future quarterly principal payments on a pro rata
basis.

As security for the above borrowings under the Credit Agreement, the banks
hold a security interest in the bank accounts, accounts receivable, and real
property of the Company. These loans contain certain financial and other
restrictive covenants, which, among other things, require the Company to
maintain minimum amounts of net worth, achieve certain financial ratios, limit
capital expenditures, restrict payment of dividends, and require certain
approvals in the event the Company wants to increase the borrowings.

As of June 30, 1996, the Company did not meet its Net Worth, EBITDA,
Interest Coverage Ratio, Leverage Ratio and Fixed Charge Coverage Ratio
financial condition covenants under its existing Credit Agreement.
Noncompliance with these covenants was directly related to the sale or closure
and related loss of 19 store locations purchased in February, 1995 as
discussed in Note 13. All noncompliance with financial condition covenants
were waived through June 30, 1996. Pursuant to the Amended and Restated Credit
agreement discussed in Note 14, the financial condition covenants have been
amended to reflect the Company's financial condition after giving effect to
the acquisition of AnyKind Check Cashing Centers, Inc. and ABC Check Cashing,
Inc. (see Note 14).

As of June 30, 1996, aggregate annual maturities of long-term debt and notes
payable are as follows (in thousands):

Interest of $1,720,000 was paid for the year ended December 31, 1993,
$721,000 for the six months ended June 30, 1994, $2,413,000 and $3,226,000 for
the years ended June 30, 1995 and 1996, respectively, and $827,000 and
$1,219,000 for the three months ended September 30, 1995 and 1996,
respectively.

F-14
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

7. INCOME TAXES

The provision (benefit) for income taxes for the year ended December 31,
1993, the six months ended June 30, 1994, the years ended June 30, 1995 and
1996 and the three months ended September 30, 1995 and 1996 consists of the
following (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
YEAR ENDED SIX MONTHS JUNE 30, SEPTEMBER 30,
DECEMBER 31, ENDED -------------- ---------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- ------ ------- ------ -------
PREDECESSOR SUCCESSOR SUCCESSOR
<S> <C> <C> <C> <C> <C> <C>
Federal:
Current......... $-- $-- $ 215 $ -- $ 57 $ 161
Deferred........ -- -- 606 (1,181) 5 69
---- ---- ------ ------- ------ -------
-- -- 821 (1,181) 62 230
State:
Current......... 205 174 120 68 9 16
Deferred........ -- -- 81 (101) -- --
---- ---- ------ ------- ------ -------
205 174 201 (33) 9 16
---- ---- ------ ------- ------ -------
$205 $174 $1,022 $(1,214) $ 71 $ 246
==== ==== ====== ======= ====== =======
</TABLE>

The significant components of the Company's deferred tax assets and
liabilities at June 30, 1995 and 1996 and at September 30, 1996 are as follows
(in thousands):

<TABLE>
<CAPTION>
JUNE 30,
----------- SEPTEMBER 30,
1995 1996 1996
---- ------ -------------
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforward................. $292 $1,006 $ 822
Depreciation.................................... 284 315 307
Accrued compensation............................ 130 157 15
Reserve for store closings...................... -- 237 318
Other........................................... 112 146 146
---- ------ ------
818 1,861 1,608
Valuation allowance............................. 748 -- --
---- ------ ------
70 1,861 1,608
Deferred tax liabilities:
Amortization and other temporary differences.... 70 228 252
---- ------ ------
Net deferred tax asset............................ $-- $1,633 $1,356
==== ====== ======
</TABLE>

The Company did not record any valuation allowances against deferred tax
assets at June 30, 1996 or September 30, 1996. Realization is dependent on
generating sufficient taxable income prior to expiration of the loss
carryforwards. Although realization is not assured, management has determined,
based on the Company's history of earnings and its expectation for the future,
that taxable income of the Company will more likely than not be sufficient to
fully utilize its deferred income tax assets. The amount of the deferred tax
asset considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.

F-15
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

A reconciliation of the (benefit) provision for income taxes with amounts
determined by applying the federal statutory tax rate to income (loss) before
income taxes is as follows (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
YEAR ENDED SIX MONTHS JUNE 30, SEPTEMBER 30,
DECEMBER 31, ENDED --------------- ----------------
1993 JUNE 30, 1994 1995 1996 1995 1996
------------ ------------- ------ ------- ------ -------
PREDECESSOR SUCCESSOR
-------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tax (benefit) provision
at federal statutory
rate .................. $427 $369 $ 538 $(1,116) $ 5 $ 101
Add (deduct):
State tax (benefit)
provision, net of
federal tax
(provision) benefit.. 119 89 133 (22) 6 12
Amortization of
nondeductible
intangible assets.... 84 42 353 350 74 148
Change in valuation
allowance............ -- -- -- (456) -- --
Net operating loss
utilized............. (420) (352) -- -- -- --
Other permanent
differences.......... (5) 26 (2) 30 (14) (15)
---- ---- ------ ------- ------ -------
Tax (benefit) provision
at effective tax rate.. $205 $174 $1,022 $(1,214) $ 71 $ 246
==== ==== ====== ======= ====== =======
</TABLE>

At June 30, 1996, the Company had available for federal income tax purposes
and financial statement purposes net operating loss carryforwards of
$3,000,000 and $4,800,000, respectively. At September 30, 1996, the Company
had available for federal income tax purposes and financial statement purposes
net operating loss carryforwards of $2,400,000 and $4,000,000, respectively.
These losses begin to expire in 2005. The difference in net operating loss
carryforwards for financial reporting and income tax purposes is primarily
attributable to depreciation and amortization.

A greater than 50% change in ownership for purposes of Section 382 of the
Internal Revenue Code limits the annual utilization of net operating loss
carryforwards. The Company had undergone a greater than 50% change in
ownership as a result of the June 30, 1994 transaction discussed in Note 1. As
a result, the annual utilization of its pre-June 30, 1994 net operating loss
carryforwards is limited to approximately $1,000,000 per year. The allowable
deductions not utilized may be carried forward subject to the life of the net
operating loss carryforwards. For financial statement purposes, the Company's
utilization of its pre-June 30, 1994 net operating losses has resulted in a
reduction of goodwill arising from the acquisition.

Federal and state income taxes of approximately $134,000 were paid during
the year ended December 31, 1993, $272,000 for the six months ended June 30,
1994, $730,000 and $21,000 for the years ended June 30, 1995 and 1996,
respectively, and $27,000 and $15,000 for the three months ended September 30,
1995 and 1996, respectively.

8. COMMITMENTS

The Company occupies office and retail space and uses certain equipment
under operating lease agreements. Rent expense amounted to $1,881,000 for the
year ended December 31, 1993, $958,000 for the six months ended June 30, 1994,
$2,335,000 and $2,935,000 for the years ended June 30, 1995 and 1996,
respectively, and $704,000 and $1,040,000 for the three months ended September
30, 1995 and 1996, respectively. Most leases contain standard renewal clauses.

F-16
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

Minimum obligations under noncancelable operating leases for the year ended
June 30 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1997............................................ $2,716
1998............................................ 2,047
1999............................................ 1,405
2000............................................ 988
2001............................................ 524
Thereafter...................................... 193
------
$7,873
======
</TABLE>

The Company has entered into employment agreements with certain key
employees which have terms of three years and call for aggregate minimum
annual base salaries. The agreements also provide for annual incentive cash
bonuses which are primarily based on revenues and earnings from operations.

Under the terms of an employment contract, an officer received a loan in the
amount of $200,000. Interest accrues on the unpaid principal balance at a
fixed rate of 9.25%. The advance is payable on the first occurrence of (i)
June 30, 1997, (ii) 90 days following the voluntary resignation of the officer
or the termination of the officer's employment for cause, or (iii) one year
following the termination of the employment relationship between the officer
and the Company for any other reason.

9. CONTINGENT LIABILITIES

In the ordinary course of business, the Company is involved in certain
litigation. In the opinion of management, the ultimate resolution of such
litigation will not have a material effect on the financial condition of the
Company.

10. RELATED PARTY TRANSACTIONS

The Predecessor Company had five-year consulting agreements with certain
shareholders of Holdings under which the shareholders received $200,000
annually. An additional $200,000 was paid on May 1, 1991 pursuant to these
consulting agreements and was expensed over the life of the agreements. These
shareholders also received various incentive fees when the Predecessor
Company's revenues exceeded certain limits. The Predecessor Company charged
$182,057 and $0 to expense for the year ended December 31, 1993 and the six
months ended June 30, 1994, respectively, for such incentive fees. The
Predecessor Company's lender, which was also a shareholder, was paid $150,000
and $42,000, respectively, during 1993 and 1994, for certain credit facility
fees.

The Predecessor Company leased administrative and retail office space at
four locations from companies owned by a predecessor shareholder of Holdings.
The amounts paid to these companies were $238,000 and $112,000 for 1993 and
1994, respectively.

The Predecessor Company paid dividends to Holdings to fund Holdings'
dividend payments on its Preferred Stock. In addition, all proceeds from sales
of common stock of Holdings were immediately invested into the Company as
capital contributions by Holdings.

11. CONTRACTUAL AGREEMENTS

The Company has contracts with various governmental agencies for benefits
distribution and retail merchant services which contributed 58% of
consolidated gross revenues for the year ended December 31, 1993, 58% for the
six months ended June 30, 1994, 49% and 38% for the years ended June 30, 1995
and 1996, respectively, and 41% and 27% for the three months ended September
30, 1995 and 1996, respectively. The Company's

F-17
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

contracts with the Commonwealth of Pennsylvania, which are included in this
amount, contributed 29% of the revenues for the year ended December 31, 1993,
30% for the six months ended June 30, 1994, 24% and 18% for the years ended
June 30, 1995 and 1996, respectively, and 14% and 21% for the three months
ended September 30, 1995 and 1996, respectively. The Company's contract with
the State of New York contributed 18% of revenues for the year ended December
31, 1993, 18% for the six months ended June 30, 1994, 15% and 11% for the
years ended June 30, 1995 and 1996, respectively, and 12% and 8% for the three
months ended September 30, 1995 and 1996, respectively. Accounts receivable at
June 30, 1995 and 1996 and at September 30, 1996 include $2,745,000,
$3,464,000 and $3,280,000, respectively, of amounts due from various
governmental agencies. The Company does not require any collateral on these
receivables nor are these agencies considered a credit risk. The Company's
contracts for government benefits distribution and merchant services
distribution with state and local governments generally have initial terms of
five years and currently expire on various dates generally ranging from
December 31, 1998 through December 31, 1999. The contracts provide the
governmental agencies the opportunity to extend the contract for additional
periods and contain clauses which allow the governmental agencies to cancel
the contract at any time, subject to 30 to 60 days written advance notice.

12. CREDIT RISK

At June 30, 1995 and 1996 and at September 30, 1996, the Company had
sixteen, eighteen and twenty-two bank accounts, respectively, in major
financial institutions in the aggregate amount of $6,288,000, $9,821,000 and
$16,190,000, which exceeded Federal Deposit Insurance Corporation limits.
These financial institutions have strong credit ratings and management
believes credit risk relating to these deposits is minimal.

13. LOSS ON STORE CLOSINGS AND SALES

In December 1995, the Company decided to sell or close 19 store locations
purchased in February 1995. The decision resulted in a pretax charge of
approximately $4,400,000, which includes $3,300,000 for the write-off of the
goodwill associated with the original acquisition of these stores, $600,000
for the write-off of store fixtures and equipment, $350,000 for the early
termination of store leases, and $150,000 for the accrual for other costs
related to closing these locations. As of June 30, 1996, accrued expenses
include approximately $450,000 related to future costs associated with these
store locations, of which $220,000 is expected to be paid in 1997, $94,000 in
1998, $86,000 in 1999, and $50,000 in 2000. Included in the accompanying
consolidated statements of income for the years ended June 30, 1995 and 1996,
are revenues of $564,000 and $1,470,000, respectively, store expenses of
$931,000 and $2,352,000, respectively, and amortization expense of $30,000 and
$56,000, respectively, related to these stores. The Company is seeking to
restructure its obligations under the original subordinated note issued to the
seller as part of the acquisition, and has ceased making principal and
interest payments. As a result, the seller has filed a complaint against the
Company alleging, among other things, breach of contract, and is seeking
payment of the balance of the note of $2,642,000, plus accrued interest,
punitive damages and legal fees. As the outcome of this matter cannot be
determined at present, no reduction in the note payable to the seller or any
additional costs to the Company have been recorded.

14. SUBSEQUENT EVENTS

On August 8, 1996, the Company acquired all of the outstanding stock of
AnyKind Check Cashing Centers, Inc. and AnyKind Check Cashing Centers, Inc.'s
51%-owned partnership, U.S. Check Exchange Ltd. (collectively known as
"AnyKind") for $31,000,000, consisting of $29,000,000 in cash and the issuance
of 1,250 shares of Holdings common stock. AnyKind owned and operated 60 check
cashing centers at December 31, 1995 throughout California, Arizona,
Louisiana, Maryland, Hawaii, Washington D.C., Texas, and Pennsylvania. The
acquisition will be accounted for under the purchase method of accounting. For
its latest fiscal year ending December 31, 1995, AnyKind had operating
revenues of approximately $21,000,000 and income before income taxes of
approximately $2,800,000.

On August 28, 1996, the Company acquired the assets associated with the
operations of "ABC Check Cashing" ("ABC") for $6,000,000 in cash. ABC operates
approximately 15 check cashing centers within the Cleveland, Ohio area. The
acquisition will be accounted for under the purchase method of accounting. For
its

F-18
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

latest fiscal year ending December 31, 1995, ABC had operating revenues of
$4,800,000 and income before income taxes of approximately $12,000.

In order to finance these acquisitions, Holdings issued 13,750 shares of
common stock resulting in gross proceeds of $22,000,000 (the "Stock Purchase
Agreement"), which were contributed to the Company, and amended and restated
its credit agreement discussed in Note 6, which provided the Company with
$35,000,000 additional borrowing availability (known as the "Tranche B term
note"). The Company used these borrowings and a portion of the proceeds from
the stock issuance to fund the acquisitions of AnyKind and ABC and to pay
related fees and expenses. The Company intends to use the remaining proceeds
for general corporate purposes including potential future acquisitions.

The following unaudited pro forma results of operations for the year ended
June 30, 1996 and for the three months ended September 30, 1995 and 1996 have
been prepared assuming the acquisitions of Chex$Cashed, AnyKind and ABC had
taken place as of July 1, 1995:

<TABLE>
<CAPTION>
FOR THE THREE
FOR THE MONTHS
YEAR ENDED ENDED SEPTEMBER
JUNE 30, 30,
(UNAUDITED) (UNAUDITED)
----------- ---------------
1996 1995 1996
----------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Total revenues............................... $71,254 $17,602 $16,943
Net income (loss)............................ $ (162) $ 85 $ (15)
</TABLE>

The pro forma information includes adjustments for interest expense that
would have been incurred to finance the acquisitions of Chex$Cashed, AnyKind
and ABC, and the amortization of the intangible assets arising from the
acquisitions. The pro forma financial information is not necessarily
indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates.

Holdings also increased the number of authorized common shares to 50,000.
The Stock Purchase Agreement also increased the number of shares under option
by 2,100 shares, with an exercise price of $1,600, the estimated fair market
value of the common stock at date of grant, per share (the "Supplemental
Options"). In conjunction with the establishment of the Amended and Restated
Credit Agreement, Holdings issued warrants to purchase up to 1,955.53 shares
of Holdings' common stock to the lenders in consideration for execution of the
financing agreement. Under the terms of the warrant agreements, the exercise
price of the warrants is $.01 per share during the exercise period which
commences August 8, 1997 and ends August 8, 2006. In addition, the exercise
price of the warrants and the number of shares purchasable with each warrant
are adjusted whenever common stock is issued at a share price below the
current market value. If, prior to August 8, 1997, all amounts outstanding
under the Credit Agreement are repaid in full and the Credit Agreement is
terminated, then the warrants become void and are canceled. The shareholders
agreement discussed in Note 3 was also revised to give effect to the
transactions discussed herein.

The Tranche B term loan bears interest at a rate of either the bank's
reference rate plus 2.50% or the Eurodollar rate plus 3.75%. The interest
rates on the Company's existing term loan, revolving credit facility, and
acquisition loans are also adjusted under the Amended and Restated Credit
Agreement whereby the loans bear interest at a rate of either the bank's
reference rate plus 2.00% or the Eurodollar rate plus 3.25%. The rate of
interest selected is at the election of the Company provided, among other
things, certain conversion notices are delivered to the bank. Principal
payments of the Tranche B term loan of $78,750 are due quarterly through June
30, 2000, with three balloon payments of $8,435,000 each due on September 30,
2000, December 31, 2000, and March 31, 2001, with the then-outstanding
principal amount due on June 30, 2001.

F-19
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

15. UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 1993

The statements of operations and cash flows for the six-month period ended
June 30, 1993 have been derived from the unaudited condensed consolidated
financial statements of the Company, and in the opinion of management, include
all adjustments (consisting of normal, recurring and other adjustments)
necessary for a fair presentation of such information.

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<S> <C>
Revenues.......................................................... $14,373
Store and regional expenses:
Salaries and benefits........................................... 4,242
Occupancy....................................................... 1,317
Depreciation.................................................... 579
Other........................................................... 4,000
-------
Total store and regional expenses................................. 10,138
Corporate expenses................................................ 2,358
Other depreciation and amortization............................... 752
Interest expense.................................................. 847
-------
Income before taxes............................................... 278
Income tax provision.............................................. 78
-------
Net income........................................................ $ 200
=======
</TABLE>

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net income........................................................ $ 200
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization................................... 1,512
Change in assets and liabilities (net of effect of acquisi-
tions):
Increase in accounts receivable............................... (1,459)
Decrease in prepaid expenses and other assets................. 218
Decrease in accounts payable and accrued expenses............. (900)
------
Net cash used in operating activities......................... (429)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash acquired................................. (264)
Deferred startup costs............................................ (5)
Additions to properties and equipment............................. (113)
------
Net cash used in investing activities............................. (382)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt........................................ (500)
Net increase in revolving credit facility......................... 157
Dividends paid to parent.......................................... (310)
------
Net cash used in financing activities............................. (653)
------
Net decrease in cash and cash equivalents......................... (1,464)
Cash and cash equivalents at beginning of period.................. 10,380
------
Cash and cash equivalents at end of period........................ $8,916
======
</TABLE>

F-20
<PAGE>

DOLLAR FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

16. SUBSEQUENT EVENTS: REFINANCING AND ACQUISITIONS (UNAUDITED)

In November 1996, the Company implemented a financing plan which included
the issuance of $110.0 million of 10 7/8% senior notes due 2006 and the
establishment of a new revolving credit facility of $25.0 million. Amounts
outstanding under the New Revolving Credit Facility are secured by a first
priority lien on substantially all properties and assets of the Company and
its current and future domestic subsidiaries (including all of the capital
stock of the Company' domestic subsidiaries and 65% of the capital stock of
the Company's Canadian subsidiaries). The proceeds of the senior notes were
used to repay all of the Company's existing indebtedness under its credit
agreements ($65.2 million) and to fund the November 1996 acquisitions of
National Money Mart, Inc., Cash-N-Dash Check Cashing, Inc., and C&C Check
Cashing, Inc.

On November 15, 1996, the Company acquired all of the outstanding capital
stock of National Money Mart, Inc. ("Money Mart") for approximately $17.7
million (of which approximately $500,000 was in the form of Holdings common
stock) plus initial working capital of approximately $900,000. Money Mart owns
36 check cashing stores and franchises 107 check cashing stores, all of which
operate in Canada under the name of "Money Mart", and had revenues for the
twelve month period ended June 30, 1996 of $9.4 million.

On November 15, 1996, the Company acquired substantially all of the assets
of Cash-N-Dash Check Cashing, Inc. ("Cash-N-Dash") for approximately $7.3
million, consisting of $6.0 million in cash (of which $5.1 million will be
payable on January 2, 1997), the issuance to the seller of $500,000 of
Holdings common stock and a revenue-based earn out of up to $750,000 payable
over four years. Cash-N-Dash operates 32 check cashing stores in northern
California under the name of "Cash-N-Dash", and had revenues for the twelve
month period ended June 30, 1996 of $6.2 million.

On November 21, 1996, the Company acquired substantially all of the assets
of C&C Check Cashing, Inc. ("C&C") pursuant to a stock purchase agreement for
approximately $3.8 million, consisting of $3.5 million in cash and a revenue-
based earn out of up to $300,000 payable over three years, plus initial
working capital of approximately $900,000. C&C operates 23 check cashing
stores in northern California under the name of "C&C Check Cashing"), and had
revenues for the twelve month period ended June 30, 1996 of $4.8 million.
These acquisitions will be accounted for under the purchase method of
accounting. The excess of the purchase price over the fair value of
identifiable net assets acquired for the respective acquisition will be
recorded as goodwill to be amortized on a straight-line basis over a useful
life of thirty years.

The following unaudited pro forma results of operations for the year ended
June 30, 1996 and for the three months ended September 30, 1995 and 1996, have
been prepared assuming the acquisitions of Money Mart, Cash-N-Dash and C&C,
along with Chex$Cashed, AnyKind and ABC had taken place as of July 1, 1995:

<TABLE>
<CAPTION>
FOR THE THREE
FOR THE MONTHS
YEAR ENDED ENDED SEPTEMBER
JUNE 30, 30,
(UNAUDITED) (UNAUDITED)
----------- ----------------
1996 1995 1996
----------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Total revenues.............................. $91,730 $22,692 $22,164
Net income (loss)........................... $(2,270) $ (545) $ (111)
</TABLE>

The pro forma information includes adjustments for interest expense on the
senior notes, and the amortization of the intangible assets arising from the
acquisitions. The pro forma financial information is not necessarily
indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates.

F-21
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Any Kind Check Cashing Centers, Inc.
and Consolidated Partnership
Cerritos, California

We have audited the accompanying consolidated balance sheets of Any Kind
Check Cashing Centers, Inc. and consolidated partnership as of December 31,
1995 and 1994, and the related consolidated statements of income, retained
earnings and minority interest in consolidated partnership and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Any Kind Check Cashing
Centers, Inc. and consolidated partnership as of December 31, 1995 and 1994,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

/s/ McGladrey & Pullen, LLP

Anaheim, California
February 23, 1996

F-22
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------------- -----------
1994 1995 1996
ASSETS ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash (Note 2)................................ $15,789,430 $17,625,208 $12,761,932
Finance and other receivables................ 202,634 370,726 275,555
Prepaid expenses............................. 246,161 237,753 256,687
Deferred taxes (Note 8)...................... -- 91,000 91,000
----------- ----------- -----------
Total current assets....................... 16,238,225 18,324,687 13,385,174
----------- ----------- -----------
Equipment and leasehold improvements (Note 7):
Machinery and equipment...................... 1,228,106 1,250,536 1,293,532
Furniture and fixtures....................... 388,625 426,675 483,811
Leasehold improvement........................ 2,691,585 2,661,460 2,669,997
----------- ----------- -----------
4,308,316 4,338,671 4,447,340
Less accumulated depreciation................ 3,606,383 3,668,809 3,744,391
----------- ----------- -----------
701,933 669,862 702,949
Other assets:
Notes receivable, affiliates (Note 7)........ -- 3,700,000 4,621,435
Intangibles, net (Note 3).................... 263,335 229,580 212,701
Other assets................................. 359,494 361,785 349,552
----------- ----------- -----------
622,829 4,291,365 5,183,688
----------- ----------- -----------
$17,562,987 $23,285,914 $19,271,811
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Lines of credit (Note 4)..................... $ 3,314,129 $ 6,350,000 $ 1,940,039
Notes payable, stockholders (Note 4)......... 281,842 750,000 9,212,707
Accounts payable............................. 287,949 268,577 221,882
Accrued expenses (Note 5).................... 1,101,827 1,167,478 1,074,680
Money orders and telegraphic payables........ 1,854,085 2,342,231 1,928,201
Income taxes payable......................... 34,259 31,072 656,472
----------- ----------- -----------
Total current liabilities.................. 6,874,091 10,909,358 15,033,981
----------- ----------- -----------
Long-term debt, stockholders (Note 4).......... 1,141,000 9,212,707 --
----------- ----------- -----------
Minority interest in consolidated partnership.. 267,690 301,184 358,624
----------- ----------- -----------
Commitments and contingencies (Notes 5 and 6)
Stockholders' equity
Common stock, par value $.25 per share; au-
thorized 1,000,000 shares; issued and out-
standing 100,000 shares..................... 25,000 25,000 25,000
Additional paid-in capital................... 439,154 439,154 439,154
Retained earnings (Note 4)................... 8,816,052 2,398,511 3,415,052
----------- ----------- -----------
9,280,206 2,862,665 3,879,206
----------- ----------- -----------
$17,562,987 $23,285,914 $19,271,811
=========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.

F-23
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Check cashing fees.... $16,544,783 $16,793,252 $17,322,492 $ 8,819,386 $ 9,164,802
Other ancillary
financial services
(Note 7)............. 3,734,154 4,121,519 4,528,548 2,091,478 2,406,050
----------- ----------- ----------- ----------- -----------
20,278,937 20,914,771 21,851,040 10,910,864 11,570,852
----------- ----------- ----------- ----------- -----------
Expenses:
Salaries and
benefits............. 7,521,638 7,596,122 7,618,096 3,479,593 3,631,973
Other operating,
general and
administrative (Note
6)................... 6,524,267 6,571,622 6,584,141 3,580,431 3,755,535
Consulting fees to
related parties (Note
7)................... 3,239,489 3,045,199 3,652,576 651,045 1,150,275
Returned checks....... 1,467,279 1,266,346 1,112,467 645,341 632,613
Interest (Note 4)..... 134,845 159,914 81,839 37,066 464,213
----------- ----------- ----------- ----------- -----------
18,887,518 18,639,203 19,049,119 8,393,476 9,634,609
----------- ----------- ----------- ----------- -----------
Income before provision
for income taxes....... 1,391,419 2,275,568 2,801,921 2,517,388 1,936,243
Provision for income
taxes (benefit) (Note
8)..................... 46,278 66,698 (4,541) 36,000 680,000
----------- ----------- ----------- ----------- -----------
Income before minority
interest in net income
of consolidated
partnership............ 1,345,141 2,208,870 2,806,462 2,481,388 1,256,243
Minority interest in net
income of consolidated
partnership............ (481,550) (448,997) (424,003) (245,126) (239,702)
----------- ----------- ----------- ----------- -----------
Net income.............. $ 863,591 $ 1,759,873 $ 2,382,459 $ 2,236,262 $ 1,016,541
=========== =========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-24
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND
MINORITY INTEREST IN CONSOLIDATED PARTNERSHIP
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 AND
SIX MONTHS ENDED JUNE 30, 1996

<TABLE>
<CAPTION>
MINORITY
INTEREST IN
RETAINED CONSOLIDATED
EARNINGS PARTNERSHIP
----------- ------------
<S> <C> <C>
Balances, January 1, 1993............................ $ 6,192,588 $ 423,738
Capital distributions to minority partners of part-
nership........................................... -- (608,217)
Net income......................................... 863,591 481,550
----------- ---------
Balances, January 1, 1994............................ 7,056,179 297,071
Capital distributions to minority partners of part-
nership........................................... -- (478,378)
Net income......................................... 1,759,873 448,997
----------- ---------
Balances, December 31, 1994.......................... 8,816,052 267,690
Capital distributions to minority partners of part-
nership........................................... -- (390,509)
Distributions to stockholders--$88.00 per share.... (8,800,000) --
Net income......................................... 2,382,459 424,003
----------- ---------
Balances, December 31, 1995.......................... 2,398,511 301,184
Capital distributions to minority partners of part-
nership (unaudited)............................... -- (182,262)
Net income (unaudited)............................. 1,016,541 239,702
----------- ---------
Balances, June 30, 1996 (unaudited).................. $ 3,415,052 $ 358,624
=========== =========
</TABLE>

See Notes to Consolidated Financial Statements.

F-25
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............. $ 863,591 $ 1,759,873 $ 2,382,459 $ 2,236,262 $ 1,016,541
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization.......... 376,028 295,485 218,623 97,518 90,539
Deferred taxes......... -- -- (91,000) -- --
Minority interest in
partnership income.... 481,550 448,997 424,003 245,126 239,702
(Gain) loss on sale or
abandonment of
equipment and
leasehold
improvements.......... 34,955 8,584 (19,707)
Change in assets and
liabilities:
(Increase) decrease
in:
Accounts receivable.. (76,177) (45,406) (168,092) (16,542) 95,171
Prepaid expenses..... (7,234) (21,029) 8,408 2,131 (31,517)
Other assets......... (20,986) 93,718 (2,291) 14,629 11,925
Increase (decrease)
in:
Accounts payable..... 89,731 11,117 (19,372) (8,585) (46,696)
Accrued expenses..... (28,212) 270,118 65,651 (196,198) (92,797)
Income taxes
payable............. (6,389) 23,159 (3,187) (30,899) 625,400
Money orders and
telegraphic
payables............ (86,771) 570,029 488,146 (1,014,346) (414,030)
----------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities... 1,620,086 3,414,645 3,283,641 1,329,096 1,494,238
----------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Proceeds from sale of
equipment............. -- 192,821 84,000 -- --
Purchase of property,
equipment and
leasehold
improvements.......... (405,676) (353,718) (217,090) (88,825) (106,748)
Purchase of intangible
assets................ -- (78,000) -- -- --
Principal payments
received on notes
receivable from
related parties....... 97,075 1,000,000 -- -- --
Disbursements on notes
receivable from
related parties....... -- -- (3,700,000) (28,265) (908,543)
----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) investing
activities............. (308,601) 761,103 (3,833,090) (117,090) (1,015,291)
----------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Principal payments on
borrowings from
related parties....... (11,274) (1,893,809) (1,141,000) (998,000) (750,000)
Principal payments on
notes payable......... 1,400,000 -- (281,842) -- --
Proceeds from
borrowings from
related parties....... -- -- 9,962,707 -- --
Net (payments)
borrowings on lines of
credit................ (500,000) (185,871) 3,035,871 (1,819,772) (4,409,961)
Capital distribution to
minority partners..... (608,217) (478,378) (390,509) (144,169) (182,262)
Capital distribution to
stockholders.......... -- -- (8,800,000) -- --
----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) financing
activities............. 280,509 (2,558,058) 2,385,227 (2,961,941) (5,342,223)
----------- ----------- ----------- ----------- -----------
Net (decrease) increase
in cash................ 1,591,994 1,617,690 1,835,778 (1,749,935) (4,863,276)
Cash
Beginning.............. 12,579,746 14,171,740 15,789,430 15,789,430 17,625,208
----------- ----------- ----------- ----------- -----------
Ending................. $14,171,740 $15,789,430 $17,625,208 $14,039,495 $12,761,932
=========== =========== =========== =========== ===========
Supplemental disclosures
of cash flow
information
Interest paid.......... $ 141,300 $ 160,520 $ 78,836 $ 37,066 $ 464,213
=========== =========== =========== =========== ===========
Income taxes paid...... $ 52,667 $ 43,540 $ 89,646 $ 66,899 $ 54,600
=========== =========== =========== =========== ===========
Supplemental schedule of
noncash investing and
financing activities,
purchase of a covenant
not-to-compete,
goodwill and equipment
acquired by seller
financing.............. $ -- $ 200,000 $ -- $ -- $ --
=========== =========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-26
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business:

The Company owned and operated 57, 62 and 60 check cashing centers at
December 31, 1993, 1994 and 1995, respectively, under the name "Any Kind"
throughout California, Arizona, Louisiana, Maryland, Hawaii, Washington D.C.,
Texas and Pennsylvania. The centers provide check cashing and ancillary
financial services.

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the
reporting period. Actual results could differ form those estimates.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of
Any Kind Check Cashing Centers, Inc. (AKCCCI) and its 51%-owned partnership,
U.S. Check Exchange, Ltd. (U.S. Check), collectively referred to as the
Company. All material intercompany accounts and transactions have been
eliminated in consolidation.

Interim Financial Information:

The financial information presented as of and for the periods ending June 30
has been prepared from the books and records without audit. Such financial
information does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial information for the periods indicated have been
included. The data disclosed in these notes to financial statements related to
the interim information are also unaudited.

Equipment and Leasehold Improvements:

Equipment is recorded at cost and depreciated over the estimated useful
lives of the related assets. Leasehold improvements are recorded at cost and
amortized over the shorter of their estimated useful lives or the life of the
lease. Depreciation and amortization are computed using the straight-line and
accelerated methods.

Intangible Assets:

The costs associated with the agreement not-to-compete and the goodwill is
being amortized over five and fifteen years, respectively.

Returned Checks:

The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. The estimated net future losses on checks cashed by the Company
prior to the balance sheet date are not material. Recoveries on returned
checks previously written-off are recorded in the period when the recovery is
received.

F-27
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)

Income Tax Matters and Change in Tax Status:

For the years ended December 31, 1993, 1994 and 1995 and the prior years,
the Company, with the consent of its stockholders, elected to be taxed as a
Subchapter S corporation. Accordingly, the stockholders separately account for
their pro rata shares of the Company's income, deductions, losses and credits
for federal tax purposes, and for state tax purposes in those states which
recognize the Subchapter S election. On December 30, 1995, the Company's
stockholders terminated this election effective on December 31, 1995.

As a result of the December 31, 1995 termination, on that date the Company
recorded a net deferred tax asset of $91,000, by a credit to income tax
expense, for temporary differences between the financial reporting and the
income tax basis of certain accruals and allowances.

Financial instruments:

In 1995, the Company adopted Financial Accounting Standards Board Statement
No. 107, which requires disclosure about the fair value of the Company's
financial instruments. The method and assumptions used to estimate the fair
value of the following classes of financial instruments were:

Notes receivable and advances--The interest rate on these notes floats
with bank prime rates, therefore, the estimated fair value approximates the
carrying amount.

Short-term debt--The carrying amount approximates fair value because of
the short maturity of these instruments.

Notes payable--The interest rate on these notes floats with bank prime
rates, therefore, the estimated fair value approximates the carrying
amount.

Guaranty--Management is unable to estimate the fair value of the
affiliated company's guaranty of the line of credit due to the nature of
the related party transactions and the fact that there is no similar market
for the instrument.

NOTE 2. CASH CONCENTRATION

At December 31, 1995, the Company has approximately $18,200,000 of operating
funds in seven separate financial institutions in excess of the FDIC insured
amount of $100,000 per financial institution.

NOTE 3. INTANGIBLE ASSETS

Intangible assets are comprised of the following:

<TABLE>
<CAPTION>
1994 1995
-------- --------
<S> <C> <C>
Covenant not-to-compete................................... $395,000 $395,000
Goodwill.................................................. 186,335 186,335
-------- --------
581,335 581,335
Less accumulated amortization............................. 318,000 351,755
-------- --------
$263,335 $229,580
======== ========
</TABLE>

F-28
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)

NOTE 4. NOTES PAYABLE AND LONG-TERM DEBT

Notes payable:

<TABLE>
<S> <C>
Lines of credit (A).............................................. $6,350,000
==========
Note payable to stockholder, interest at a bank's prime rate
(8.5% at December 31, 1995), unsecured, due on demand (B)....... $ 750,000
==========
</TABLE>
Long-term debt:

<TABLE>
<S> <C>
Notes payable to stockholders, unsecured, subordinated to line
of credit bearing interest at a bank's prime rate (8.5% at
December 31, 1995), due on demand. Stockholders do not intend
to demand payment prior to January 1, 1997.................... $9,212,707
==========
</TABLE>
- --------
(A) The Company has loan agreements with a bank encompassing two unsecured
lines of credit. Under one line of credit, the Company can borrow up to
$4,350,000 through January 31, 1996 and $3,500,000 through May 1996. This
line of credit borrowing bears interest at the bank's prime rate (8.5% at
December 31, 1995). At December 31, 1995, the Company had borrowings
outstanding of $4,350,000. A second credit line is available to the
Company or an affiliate with a limit of $2,000,000. This line of credit
bears interest at the bank's prime rate (8.5% at December 31, 1995) and
expires in May 1996. At December 31, 1994 and 1995, the Company had
borrowings outstanding of $2,000,000 against this line. The Company agrees
not to pay any of the subordinated debt without prior approval from the
bank. The lines are personally guaranteed by the Company's majority
stockholder and guaranteed by a company which is affiliated through common
ownership up to $5,500,000 each. In addition, the Company guarantees the
joint line of credit for $2,000,000. All agreements contain certain
covenants requiring the maintenance of certain financial ratios, minimum
tangible net worth and restrictions on payment of dividends.
(B) The note payable to stockholder was paid off in January 1996.

Interest expense was paid on related party notes payable in the amount of
$108,867, $135,527 and $41,418 for the years ended December 31 1993,, 1994 and
1995, respectively.

NOTE 5. SELF-INSURANCE

The Company self-insures its employee group medical plan coverage up to the
first $50,000 in claims per participant per year. The Company accrued a
liability of approximately $63,000, $55,000 and $52,000 at December 31, 1993,
1994 and 1995, respectively, for those incurred, but not reported, claims.

NOTE 6. LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company leases its check cashing centers, office facilities and
equipment under noncancelable operating leases. One of the leases is with a
company related through common ownership and another lease is with a
stockholder. Minimum rental commitments under operating leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1996........................................................... $1,758,340
1997........................................................... 1,323,366
1998........................................................... 818,512
1999........................................................... 403,066
2000........................................................... 129,536
----------
$4,432,820
==========
</TABLE>

F-29
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)

Rent expense totaled $1,713,159, $1,815,155 and $1,865,300 for the years
ended December 31, 1993, 1994 and 1995, respectively, and is included in other
operating, general and administrative expenses. Total rent expense to related
parties totaled $32,310 and $60,211 for the years ended December 31, 1994 and
1995, respectively.

NOTE 7. RELATED PARTY TRANSACTIONS

Consulting fees of $1,338,939, $1,043,199 and $1,118,018 for the years ended
December 31, 1993, 1994 and 1995, respectively, were paid to officers and
stockholders of the Company for director fees, their advisory services on
contracts, leases, store expansions and agreements. Consulting fees of
$1,900,000, $2,000,000 and $2,463,138 were paid to an affiliate for the years
ended December 31, 1993, 1994 and 1995, respectively, for general business
matters, banking relationships, contract lease negotiating, legislative issues
and management aspects of the Company's business.

Notes receivable, affiliates are notes from companies under common
ownership. The notes are unsecured, earn interest at the prime rate and are
due on demand. If no demand is made, they are due on December 31, 1996. The
notes receivable are classified as a long-term asset as repayment is not
expected within twelve months. Interest earned on notes receivable amounted to
approximately $65,000, $72,000 and $107,000 for the years ended December 31,
1993, 1994 and 1995, respectively, and is included in other revenues in the
accompanying consolidated statements of income. There were no outstanding
notes receivable at December 31, 1994. The balance of the notes receivable at
December 31, 1995 was $3,700,000.

Unaudited interim financial information: The Company advanced an additional
$900,000 to an affiliate during the six months ended June 30, 1996 under the
same terms as the amounts outstanding at December 31, 1995.

NOTE 8. INCOME TAXES

The components of the income tax provision for the years ended December 31,
1993, 1994 and 1995 are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------- ------- --------
<S> <C> <C> <C>
Current, state income taxes....................... $46,278 $66,698 $ 86,459
Deferred.......................................... -- -- (91,000)
------- ------- --------
$46,278 $66,698 $ (4,541)
======= ======= ========
</TABLE>

The income tax provision for the years ended December 31, 1993, 1994 and
1995 differs from the expected provision due to the recording of deferred tax
assets and the Subchapter S election does not apply to all states.

Deferred income taxes reflect the tax effects of temporary differences
between the value of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's net deferred tax assets as of December 31, 1995 are as follows.

<TABLE>
<CAPTION>
1993 1994 1995
---- ---- -------
<S> <C> <C> <C>
Deferred Tax Assets
State income taxes....................................... $-- $-- $27,000
Accrued expenses......................................... -- -- 56,000
Receivable allowance..................................... -- -- 8,000
---- ---- -------
$-- $-- $91,000
==== ==== =======
</TABLE>

F-30
<PAGE>

ANY KIND CHECK CASHING CENTERS, INC.
AND CONSOLIDATED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION WITH RESPECT TO JUNE 30, 1995 AND 1996 IS UNAUDITED)

Unaudited interim financial information: For the six months ended June 30,
1996 the Company was no longer a Subchapter S corporation for income tax
reporting purposes therefore tax expense is recorded for the applicable taxes
on income. The effective tax rate is different from the amount expected due to
the minority interest portion of the income from the consolidated partnership
is not subject to tax at the corporate level which is approximately $94,000
and state taxes net of federal benefit of $96,000. There was no change in
deferred income taxes for the six months ended June 30, 1996 and there is no
valuation allowance on deferred tax assets.

A reconciliation of the provision (benefit) for income taxes with amounts
determined by applying the federal statutory tax rate to income before income
taxes is as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- -------------------
1993 1994 1995 1995 1996
--------- --------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Tax provision at federal
statutory rate......... $ 487,000 $ 796,000 $ 981,000 $ 881,000 $678,000
Add (deduct)
State taxes net of
federal benefit...... 46,278 66,698 86,459 36,000 115,000
Effect of minority
interest in
partnership.......... (193,000) (180,000) (170,000) (98,000) (96,000)
Benefit of income
taxed at lower
rates................ -- -- -- -- (17,000)
Effect of S
Corporation status... (294,000) (616,000) (811,000) (783,000) --
Deferred income taxes
upon revocation of
S Corporation
status............... -- -- (91,000) -- --
--------- --------- ---------- --------- --------
Provision for income
taxes (benefit)........ $ 46,278 $ 66,698 $ (4,541) $ 36,000 $680,000
========= ========= ========== ========= ========
</TABLE>

NOTE 9. SUBSEQUENT EVENT (UNAUDITED)

On August 8, 1996, the stockholders sold all of the outstanding stock of the
Company for $31,000,000. Prior to the sale, the Company distributed all of the
assets and liabilities to the stockholders except certain prepaid expenses,
rent deposits, leasehold improvements and equipment. The bank line of credit
was extended to August 1, 1996 and canceled upon sale of the stock. No amounts
were outstanding at the time of cancellation. No adjustments have been made to
the carrying values of assets or liabilities as a result of the sale of stock.

F-31
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

We have audited the accompanying combined statements of income and of cash
flows of L.M.S. Development Corporation, Pacific Ring Enterprises, Inc., and
NCCI Corporation, collectively doing business as Chex$Cashed, for the year
ended December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of L.M.S.
Development Corporation, Pacific Ring Enterprises, Inc., and NCCI Corporation,
collectively doing business as Chex$Cashed, for the year ended December 31,
1994, in conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
August 30, 1996

F-32
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

COMBINED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
Revenues................................................................ $5,903
Store expenses:
Salaries and benefits................................................. 1,658
Occupancy............................................................. 747
Depreciation and amortization......................................... 51
Other................................................................. 967
------
Total store expenses.................................................... 3,423
Corporate expenses...................................................... 2,028
Interest expense........................................................ 233
------
Income before taxes..................................................... 219
Income tax provision.................................................... 67
------
Net income.............................................................. $ 152
======
</TABLE>

See accompanying notes.

F-33
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,

AND NCCI CORPORATION,

COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

COMBINED STATEMENT OF SHAREHOLDERS' EQUITY

YEAR ENDED DECEMBER 31, 1994

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TOTAL
------------- PAID-IN (ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT) EQUITY
------ ------ ---------- ------------ -------------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993.. 1,099 $ 1 $337 $(178) $160
Net income for the year
ended December 31, 1994.. 152 152
----- --- ---- ----- ----
BALANCE, DECEMBER 31, 1994.. 1,099 $ 1 $337 $ (26) $312
===== === ==== ===== ====
</TABLE>

See accompanying notes.

F-34
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION,
COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

COMBINED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................................ $ 152
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization....................................... 51
Change in assets and liabilities:
Decrease in accounts receivable................................... 37
Increase in prepaid expenses and other assets..................... (9)
Increase in accounts payable and accrued expenses................. 345
------
Net cash provided by operating activities............................. 576
CASH FLOWS FROM INVESTING ACTIVITIES
Net disposals of properties and equipment............................. 37
------
Net cash provided by investing activities............................. 37
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt............................................ (534)
Proceeds from long-term debt.......................................... 300
------
Net cash used in financing activities................................. (234)
------
Net increase in cash ................................................. 379
Cash at beginning of year............................................. 2,079
------
Cash at end of year................................................... $2,458
======
</TABLE>

See accompanying notes.

F-35
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

NOTES TO COMBINED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1994

1. DESCRIPTION OF THE COMPANY

L.M.S. Development Corporation ("LMS"), Pacific Ring Enterprises, Inc.
("PRE"), and NCCI Corporation ("NCCI") (collectively known as the "Company")
conduct business as Chex$Cashed(R), providing check cashing, money order, and
related services to the general public through a network of approximately
twenty stores in four states.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The Company employs accounting policies that are in accordance with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Property and Equipment

Office properties and equipment are recorded at cost and depreciated over
the estimated useful lives of the related assets. Leasehold improvements are
recorded at cost and amortized over the shorter of their estimated lives or
the life of the lease. Depreciation is provided on the straight-line method.
Estimated useful lives of the assets vary from five to thirty years.

Store Expenses

The direct costs incurred in operating the Company's stores have been
classified as store expenses. Store expenses include salaries and benefits of
store employees, rent and other occupancy costs, depreciation of properties
and equipment, bank charges, armored security costs, net returned checks, cash
shortages, and other costs incurred by the stores. Excluded from store
operations are the corporate expenses of the Company which include salaries
and benefits of corporate employees, professional fees, and travel costs.

Returned Checks

The Company charges operations for potential losses on returned checks in
the period such checks are returned, since ultimate collection of these items
is uncertain. Recoveries on returned checks are credited in the period when
the recovery is received. The net expense for bad checks included in Other
Store Expenses in the accompanying consolidated statement of income was
$362,000 for the year ended December 31, 1994.

Income Taxes

NCCI has elected to be taxed as an "S" corporation as defined in the
Internal Revenue Code. Taxable income for NCCI is included in the respective
shareholders' personal income tax returns. Accordingly, no federal income tax
has been provided for NCCI. Income tax expense has been provided for LMS and
PRE.

Each Company files a separate tax return and maintains a December 31 year
end for tax purposes.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $68,000 in 1994.

F-36
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Cash and Cash Equivalents

Certificates of deposit included in cash and cash equivalents have original
maturities of three months or less.

3. DEBT

The Company has a $500,000 line of credit which bears interest at the bank's
prime rate plus 1% (9.5% at December 31, 1994). The Company has granted a
security interest to the bank in the Company's $200,000 certificate of
deposit. The line of credit contains certain financial covenants which, among
other things, require the Company to maintain minimum amounts of net worth,
achieve certain financial ratios, and require certain approvals in the event
the Company wants to pay dividends.

Long-Term Debt consists of the following as of December 31, 1994 (in
thousands):

<TABLE>
<S> <C>
Unsecured demand note payable to shareholder, interest at 10%,
payable monthly. ................................................... $ 414
Unsecured demand note payable to shareholder, interest at 10%,
payable monthly. ................................................... 341
Note payable to bank with interest at the bank's prime rate plus 1%
(9.5% at December 31, 1994), payable monthly. Principal paid in full
on August 3, 1995. ................................................. 150
Mortgage note payable in monthly installments. Interest at the rate
of three-year U.S. Treasury notes (6.0% at December 31, 1994) plus
3% with adjustments scheduled every third year thereafter. Final
payments due November 2003, secured by real estate and personal
guarantees of shareholders. ........................................ 76
Unsecured demand note payable to shareholder, interest at 3.85%,
payable monthly. ................................................... 100
Unsecured note payable to officer, interest at 12%, payable
monthly. ........................................................... 536
Promissory note payable to shareholder bearing interest of 8.47% with
monthly payments of $9,720 through June 1, 1997, secured by
mortgages and liens on assets of the Company. ...................... 257
Various other........................................................ 172
------
Total.............................................................. $2,046
======
</TABLE>

Interest of $233,000 was paid during the year ended December 31, 1994.

The notes payable to shareholders represent working capital advances made
under various revolving credit notes and have no stated maturity date.

4. INCOME TAXES

The provision for income taxes for the year ended December 31, 1994 consists
of the following (in thousands):

<TABLE>
<S> <C>
Federal:
Current............................................................. $55
Deferred............................................................ --
---
55
State:
Current............................................................. 12
Deferred............................................................ --
---
12
---
$67
===
</TABLE>

F-37
<PAGE>

L.M.S. DEVELOPMENT CORPORATION, PACIFIC RING ENTERPRISES, INC.,
AND NCCI CORPORATION, COLLECTIVELY DOING BUSINESS AS CHEX$CASHED

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

A reconciliation of the provision for income taxes with amounts determined
by applying the federal statutory tax rate to income before income taxes is as
follows (in thousands):

<TABLE>
<S> <C>
Tax provision at federal statutory rate.............................. $ 74
Add (deduct):
Decrease in taxes resulting from income attributable to corporation
electing to be taxed as an "S" Corporation........................ (11)
Tax rate differential.............................................. (8)
State taxes, net of Federal benefit................................ 12
----
Tax provision at effective tax rate.................................. $ 67
====
</TABLE>

Income taxes of $16,509 were paid during 1994.

5. COMMITMENTS

The Company occupies office and retail space and uses certain equipment
under operating lease agreements. Rent expense amounted to $577,000 for the
year ended December 31, 1994. Most leases contain standard renewal clauses.

Minimum obligations under noncancelable operating leases for the year ended
December 31 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1995............................................................... $ 355
1996............................................................... 341
1997............................................................... 301
1998............................................................... 211
1999............................................................... 134
Thereafter......................................................... 94
------
$1,436
======
</TABLE>

6. STORE CLOSING

In June 1994, the Company was unable to renew its contract to operate its
store located within a Wisconsin casino. For the year ended December 31, 1994,
this store contributed gross revenues of $506,000 and income before taxes of
$270,000.

7. RELATED PARTY TRANSACTIONS

Management fees are paid to major shareholders of the Company. Management
fee expense amounted to $1,064,000 for the year ended December 31, 1994 and is
included in corporate expenses in the accompanying combined statement of
income.

The Company has notes payable with certain shareholders and officers as
discussed in Note 3. Interest paid on these notes amounted to $210,000 for the
year ended December 31, 1994.

8. SUBSEQUENT EVENT

On July 28, 1995, the Company entered into an agreement to sell all of the
outstanding stock of LMS and PRE and selected assets of NCCI. The sale was
completed on September 18, 1995.

F-38
<PAGE>

AUDITOR'S REPORT

To the Directors of
National Money Mart Inc.

We have audited the consolidated balance sheet of National Money Mart Inc.
as at December 31, 1995 and December 31, 1994 and the consolidated statements
of income and retained earnings and cash flow for the years then ended. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at December
31, 1995 and December 31, 1994 and the results of its operations and the
changes in its financial position for the years then ended in accordance with
accounting principles generally accepted in Canada.

/s/ Ernst & Young
Chartered Accountants

Victoria, Canada
March 6, 1996.

F-39
<PAGE>

NATIONAL MONEY MART INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
AS AT DECEMBER 31, AS AT
------------------- SEPTEMBER 30,
1994 1995 1996
--------- --------- -------------
$CN $CN $CN
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current
Cash........................................ 7,053,100 4,760,700 5,170,100
Accounts receivable......................... 848,900 1,097,600 753,100
Inventory, at cost.......................... 43,800 36,200 39,600
Prepaid expenses and deposits............... 88,200 103,100 153,100
--------- --------- ---------
Total current assets........................ 8,034,000 5,997,600 6,115,900
Investments and advances [note 2]........... 107,900 151,100 232,100
--------- --------- ---------
Capital assets [note 3]..................... 1,541,500 1,839,800 1,687,400
--------- --------- ---------
9,683,400 7,988,500 8,035,400
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable............................ 1,294,400 1,308,200 1,031,700
Management salaries payable................. 3,076,600 2,655,000 2,618,000
--------- --------- ---------
Total current liabilities................... 4,371,000 3,963,200 3,649,700
Deferred income taxes....................... 12,000 12,000 12,000
Deferred revenue............................ -- -- 465,000
Due to shareholders and related parties
[note 4]................................... 2,764,700 1,554,700 1,486,100
Minority interest........................... 172,600 114,400 78,400
--------- --------- ---------
Total liabilities........................... 7,320,300 5,644,300 5,691,200
--------- --------- ---------
Shareholders' equity
Share capital [note 5]...................... 300 300 300
Retained earnings........................... 2,362,800 2,343,900 2,343,900
--------- --------- ---------
Total shareholders' equity.................. 2,363,100 2,344,200 2,344,200
--------- --------- ---------
9,683,400 7,988,500 8,035,400
========= ========= =========
</TABLE>

Approved on behalf of the Directors:

Director Director

See accompanying notes

F-40
<PAGE>

NATIONAL MONEY MART INC.

CONSOLIDATED STATEMENT OF INCOME
AND RETAINED EARNINGS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -------------------
1994 1995 1995 1996
----------- ----------- --------- ---------
$CN $CN $CN $CN
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE
Fees and royalties............... 11,613,100 12,147,900 9,118,000 9,749,000
Equity share of earnings on
investments..................... 131,200 87,200 66,000 47,000
Interest and other income........ 143,500 191,700 145,000 145,000
----------- ----------- --------- ---------
11,887,800 12,426,800 9,329,000 9,941,000
Operating expenses (Note 4)...... 8,454,900 9,646,300 6,881,000 7,323,000
----------- ----------- --------- ---------
3,432,900 2,780,500 2,448,000 2,618,000
Management salaries.............. 3,076,600 2,730,000 2,270,000 2,618,000
----------- ----------- --------- ---------
356,300 50,500 178,000 --
Gain on disposal of shares....... 12,600 -- -- --
Loss on disposal of capital
assets.......................... -- 400 -- --
----------- ----------- --------- ---------
Income before income taxes and
minority interest............... 368,900 50,100 178,000 --
Income taxes
current........................ 54,800 47,200 35,000 --
deferred....................... 7,500 -- -- --
----------- ----------- --------- ---------
Income before minority interest.. 306,600 2,900 143,000 --
Income attributable to minority
interest........................ 54,700 21,800 16,000 --
----------- ----------- --------- ---------
Net income (loss) for the year... 251,900 (18,900) 127,000 --
Retained earnings, beginning of
year............................ 2,110,900 2,362,800 2,362,800 2,343,900
----------- ----------- --------- ---------
Retained earnings, end of year... 2,362,800 2,343,900 2,489,800 2,343,900
=========== =========== ========= =========
</TABLE>

See accompanying notes

F-41
<PAGE>

NATIONAL MONEY MART INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- ---------------------
1994 1995 1995 1996
----------- ------------ ---------- ---------
$CN $CN $CN $CN
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the
year....................... 251,900 (18,900) 127,000 --
Add charges (deduct credits)
to operations not requiring
a current cash payment
Loss on disposal of capital
assets..................... -- 400 -- --
Amortization................ 375,900 460,800 250,000 347,000
Deferred income tax
(recovery)................. 7,500 -- -- --
Equity share of earnings on
investments................ (131,200) (87,200) (66,000) (47,000)
Income attributable to
minority interest.......... 54,700 21,800 16,000 --
----------- ------------ ---------- ---------
558,800 376,900 327,000 300,000
Net change in non-cash
working capital balances
related to operations...... 1,697,200 (666,300) (1,593,900) 451,100
----------- ------------ ---------- ---------
Cash provided by (used in)
operating activities....... 2,256,000 (289,400) (1,266,900) 751,000
----------- ------------ ---------- ---------
INVESTING ACTIVITIES
Additions to capital
assets..................... (559,500) (759,500) (331,000) (257,100)
Advances (to) from investees
and related companies...... (273,100) 44,000 33,000 44,000
Advances to subsidiaries.... (48,000) (80,000) (60,000) (60,000)
----------- ------------ ---------- ---------
Cash used in investing
activities................. (880,600) (795,500) (358,000) (273,100)
----------- ------------ ---------- ---------
FINANCING ACTIVITIES
Advances to (from)
shareholders and related
parties.................... 45,900 (1,207,500) (65,000) (68,600)
----------- ------------ ---------- ---------
Cash provided by (used in)
financing activities....... 45,900 (1,207,500) (65,000) (68,600)
----------- ------------ ---------- ---------
Net increases (decrease) in
cash during the year....... 1,421,300 (2,292,400) (1,689,900) 409,400
Cash, beginning of year..... 5,631,800 7,053,100 7,053,100 4,760,700
----------- ------------ ---------- ---------
Cash, end of year........... 7,053,100 4,760,700 5,363,200 5,170,100
=========== ============ ========== =========
</TABLE>

See accompanying notes

F-42
<PAGE>

NATIONAL MONEY MART INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

On December 31, 1995 National Money Mart Inc. amalgamated with Vancouver
Money Mart Inc., 397662 B.C. Ltd., 397661 B.C. Ltd., 376461 B.C. Ltd.,
B.P.Y.A. 668 Holdings Ltd., Calgary Money Mart Inc. and Alberta Money Mart
Inc. to become National Money Mart Inc. The financial statements have been
presented on the continuity of interests basis of accounting.

Consolidation

The consolidated financial statements include the accounts of National Money
Mart Inc. and its wholly-owned subsidiaries, Capital Money Mart Inc. and
537993 Alberta Ltd. Also included are the accounts of a partnership, Ottawa
Money Mart, in which the company holds a 60% interest.

Equity method of accounting

The company accounts for its investments in the following companies and
partnership using the equity method:

<TABLE>
<CAPTION>
INVESTEE % INTEREST
-------- ----------
<S> <C>
Calgary Money Mart Partnership.................................... 13.5
Gent Isle Holdings Ltd............................................ 28
First Island Armoured Transport Ltd............................... 50
</TABLE>

Other Investments and Advances

Other investments and advances are recorded at the lower of cost and net
realizable value.

Amortization

Assets are amortized on the declining balance method except leasehold
improvements and goodwill which are amortized on the straight-line basis.
Amortization is provided using the following annual rates:

<TABLE>
<S> <C>
Automobile............................................................... 30%
Furniture and equipment.................................................. 20%
Leasehold improvements................................................... 20%
Goodwill................................................................. 10%
</TABLE>

F-43
<PAGE>

NATIONAL MONEY MART INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. INVESTMENTS AND ADVANCES

<TABLE>
<CAPTION>
1994 1995
------- -------
$CN $CN
<S> <C> <C>
Gent Isle Holdings Ltd.
14 common shares representing a 28% interest................. 100 100
Equity share of earnings, net of dividends received.......... 1,700 1,100
Advances..................................................... 21,100 43,500
------- -------
22,900 44,700
------- -------
Cash Canada Plan Corp.--5,000 shares......................... 1,800 1,800
------- -------
Ottawa Money Mart Inc. ...................................... 2,500 2,500
------- -------
Calgary Money Mart [a Partnership]
13.5% interest, equity share of earnings, net of advances re-
ceived...................................................... 7,800 15,100
------- -------
First Island Armoured Transport Ltd.
60 common shares representing a 50% interest................. 100 100
Advances..................................................... 72,800 136,600
Equity share of losses....................................... -- (49,700)
------- -------
72,900 87,000
------- -------
107,900 151,100
======= =======
</TABLE>

3. CAPITAL ASSETS

<TABLE>
<CAPTION>
1994
--------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$CN $CN $CN
--------- ------------ ---------
<S> <C> <C> <C>
Furniture and equipment........................ 1,611,500 797,400 814,100
Leasehold improvements......................... 1,301,300 721,800 579,500
Automotive..................................... 21,500 8,000 13,500
Goodwill....................................... 246,900 112,500 134,400
--------- --------- ---------
3,181,200 1,639,700 1,541,500
========= ========= =========
<CAPTION>
1995
--------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$CN $CN $CN
--------- ------------ ---------
<S> <C> <C> <C>
Furniture and equipment........................ 1,848,000 990,700 857,300
Leasehold improvements......................... 1,824,500 941,400 883,100
Automotive..................................... 12,800 -- 12,800
Goodwill....................................... 147,800 61,200 86,600
--------- --------- ---------
3,833,100 1,993,300 1,839,800
========= ========= =========
</TABLE>

4. RELATED PARTY TRANSACTIONS

Lease payments of $CN124,400 and $CN142,600 were made to the company's
shareholders for the rental of the company's corporate headquarters and for
two store locations for the years ended December 31, 1994 and 1995,
respectively.

F-44
<PAGE>

NATIONAL MONEY MART INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Interest of $CN229,600 and $CN262,000 was paid on the funds advanced to the
company by the shareholders and related parties for the years ended December
31, 1994 and 1995, respectively. Interest on these balances is payable at
prime plus 2% per annum. There are no specific terms of repayment for the
amounts due to shareholders and the shareholders do not intend to demand
repayment during the next fiscal year.

5. SHARE CAPITAL

<TABLE>
<CAPTION>
1994 1995
---- ----
$CN $CN
<S> <C> <C>
Authorized
10,000 Class A common shares.....................................
Issued
10,000 Class A common shares..................................... 300 300
</TABLE>

On the effective date of the amalgamation, all shares of Vancouver Money
Mart Inc., 397662 B.C. Ltd., 397661 B.C. Ltd., 376461 B.C. Ltd. B.P.Y.A. 668
Holdings Ltd., Calgary Money Mart Inc. and Alberta Money Mart Inc. were
canceled without any repayment of capital in respect of such shares. Also on
that date the issued share capital of National Money Mart Inc. was deemed to
be converted into authorized and issued share capital of the amalgamated
corporation by conversion of all of the shares into issued share capital of
10,000 Class A common shares.

6. COMMITMENTS

The company leases its office premises and certain store locations. Annual
minimum lease payments, which do not include renewal options, for the next
five years are estimated to be as follows:

7. DIFFERENCES BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("CN
GAAP") AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("US
GAAP")

The accompanying consolidated financial statements have been prepared in
accordance with CN GAAP, and presented in Canadian Dollars. The accounting
policies of the company also comply, in all material respects, with US GAAP as
at December 31, 1994, December 31, 1995 and September 30, 1996 and therefore
the financial results would not require amendment if the financial statements
were to be prepared in accordance with US GAAP.

F-45
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
DFG Holdings, Inc.

We have audited the accompanying balance sheets of Cash-N-Dash Check
Cashing, Inc. as of December 31, 1995 and 1994, and the related statements of
income, shareholders' equity, and cash flows for each of the two years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cash-N-Dash Check Cashing,
Inc. at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
November 8, 1996

F-46
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------- -------------
1994 1995 1996
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash............................................ $ 543 $ 674 $ 530
Accounts and loans receivable, net of allowance
for doubtful accounts of $35, $50 and $24...... 299 302 382
Properties and equipment, net of accumulated de-
preciation of $609, $746 and $845 ............. 593 402 304
Prepaid expenses and other assets............... 246 92 81
Note receivable--officer........................ 92 -- --
------ ------ ------
$1,773 $1,470 $1,297
====== ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities........ $ 262 $ 310 $ 300
Money orders payable............................ 1,305 1,201 934
Notes payable................................... 179 129 129
Notes payable, shareholders..................... 615 415 415
Shareholders' equity:
Common stock, $1 par value; 10,000 shares
authorized, 4,000 shares outstanding........... 4 4 4
Accumulated deficit............................ (576) (573) (469)
Less cost of common stock in treasury (167
shares)....................................... (16) (16) (16)
------ ------ ------
Total shareholders' equity...................... (588) (585) (481)
------ ------ ------
$1,773 $1,470 $1,297
====== ====== ======
</TABLE>

See accompanying notes.

F-47
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -------------
1994 1995 1995 1996
----------- ----------- ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Check cashing.......................... $ 2,683 $ 2,977 $2,301 $2,217
Food stamp distribution................ 728 1,898 1,306 1,442
Other.................................. 894 1,375 1,075 849
----------- ----------- ------ ------
Total revenues........................... 4,305 6,250 4,682 4,508
Store and regional expenses:
Salaries and benefits.................. 1,393 1,869 1,354 1,296
Occupancy.............................. 654 801 533 582
Depreciation........................... 160 134 100 70
Other.................................. 684 1,182 828 498
----------- ----------- ------ ------
Total store and regional expenses........ 2,891 3,986 2,815 2,446
Corporate expenses....................... 672 812 434 506
Other depreciation and amortization...... 35 53 40 30
Interest expense......................... 88 95 70 43
----------- ----------- ------ ------
Income before taxes...................... 619 1,304 1,323 1,483
Income tax provision..................... 9 20 20 26
----------- ----------- ------ ------
Net income............................... $ 610 $ 1,284 $1,303 $1,457
=========== =========== ====== ======
</TABLE>

See accompanying notes.

F-48
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED TREASURY SHAREHOLDERS'
SHARES AMOUNT DEFICIT STOCK EQUITY
------ ------ ----------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993.... 4,000 $ 4 $ (416) $(16) $ (428)
Distributions to
shareholders............... -- -- (770) -- (770)
Net income for the year
ended December 31, 1994.... -- -- 610 -- 610
----- ---- ------ ---- ------
Balance, December 31, 1994.... 4,000 4 (576) (16) (588)
Distributions to
shareholders............... -- -- (1,281) -- (1,281)
Net income for the year
ended December 31, 1995.... -- -- 1,284 -- 1,284
----- ---- ------ ---- ------
Balance, December 31, 1995.... 4,000 4 (573) (16) (585)
Distributions to
shareholders (unaudited)... -- -- (1,353) -- (1,353)
Net income for the nine
months ended September 30,
1996 (unaudited)........... -- -- 1,457 -- 1,457
----- ---- ------ ---- ------
Balance, September 30, 1996
(unaudited).................. 4,000 $ 4 $ (469) $(16) $ (481)
===== ==== ====== ==== ======
</TABLE>

See accompanying notes.

F-49
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
--------------- ----------------
1994 1995 1995 1996
------ ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................. $ 610 $ 1,284 $ 1,303 $ 1,457
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............ 195 187 140 100
Loss on disposal of properties and
equipment............................... -- 70 -- --
Allowance for doubtful accounts.......... 35 15 (21) (24)
Change in assets and liabilities:
Increase in accounts receivable......... (269) (18) (100) (56)
Decrease in prepaid expenses and other
assets................................. 32 126 114 11
(Decrease) increase in money orders
payable................................ (190) (104) 116 (267)
Increase (decrease) in accounts payable
and accrued expenses................... 137 48 32 (10)
------ ------- ------- -------
Net cash provided by operating activities.. 550 1,608 1,584 1,211
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to properties and equipment...... (310) (38) (19) (2)
------ ------- ------- -------
Net cash used in investing activities...... (310) (38) (19) (2)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt................. (193) (250) (50) --
Proceeds from long-term debt............... 145 -- -- --
Decrease in notes receivable--Officer...... -- 92 92 --
Distributions to shareholders.............. (770) (1,281) (1,132) (1,353)
------ ------- ------- -------
Net cash used in financing activities...... (818) (1,439) (1,090) (1,353)
------ ------- ------- -------
Net (decrease) increase in cash............ (578) 131 475 (144)
Cash at beginning of year.................. 1,121 543 543 674
------ ------- ------- -------
Cash at end of year........................ $ 543 $ 674 $ 1,018 $ 530
====== ======= ======= =======
</TABLE>

See accompanying notes.

F-50
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1995
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

1. DESCRIPTION OF THE COMPANY

Cash-N-Dash Check Cashing, Inc. (the "Company") which conducts business as
Cash-N-Dash, provides check cashing, sales of money orders, money transfer
services, distribution of food stamp benefits, and various other related
services to the general public through a network of approximately thirty
stores in California.

2. SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

PROPERTY AND EQUIPMENT

Office properties and equipment are recorded at cost and depreciated over
the estimated useful lives of the related assets. Leasehold improvements are
recorded at cost and amortized over the shorter of their estimated lives or
the life of the lease. Depreciation is computed using the straight-line
method. Estimated useful lives of the assets vary from three to seven years.

STORE EXPENSES

The direct costs incurred in operating the Company's stores have been
classified as store expenses. Store expenses include salary and benefit
expense of store employees, rent and other occupancy costs, depreciation of
properties and equipment, bank charges, armored security costs, net returned
checks, cash shortages, and other costs incurred by the stores. Excluded from
store operations are the corporate expenses of the Company which include
salaries and benefits of corporate employees.

RETURNED CHECKS

INCOME TAXES

The Company has elected to be taxed as an "S" corporation as defined in the
Internal Revenue Code. Taxable income for the Company is included in the
respective shareholders' personal income tax returns. Accordingly, no federal
income taxes are provided for the Company. The provision for state income
taxes was $9,000 and $20,000 for the years ended December 31, 1994 and 1995,
respectively, and $20,000 and $26,000 for the nine months ended September 30,
1995 and 1996, respectively.

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $52,000 and $23,000 for the years ended 1994 and 1995,
respectively, and $17,000 for the nine months ended September 30, 1995 and
1996.

CASH AND CASH EQUIVALENTS

Short-term investments in highly liquid investments are included in cash and
cash equivalents.

TREASURY STOCK

The purchase of the Company's common stock is recorded at cost.

F-51
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

UNAUDITED INTERIM FINANCIAL STATEMENTS

The Company, in its opinion, has included all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of its
financial position at September 30, 1996 and the results of its operations for
the nine months ended September 30, 1995 and 1996. The results for the nine
months ended September 30, 1996 are not necessarily indicative of the results
for the full year.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of cash equivalents and notes payable approximate their
fair values due to the short-term maturities of the financial instruments.

3. PROPERTIES AND EQUIPMENT

Properties and equipment at December 31, 1994 and 1995 and September 30,
1996 consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------- SEPTEMBER 30,
1994 1995 1996
------ ------ -------------
<S> <C> <C> <C>
Leasehold improvements......................... $ 355 $ 274 $ 274
Equipment and furniture........................ 847 874 875
------ ------ -----
1,202 1,148 1,149
Less accumulated depreciation.................. 609 746 845
------ ------ -----
Total office properties and equipment.......... $ 593 $ 402 $ 304
====== ====== =====
</TABLE>

4. NOTES PAYABLE

The Company has notes payable to shareholders which represent working
capital advances made under revolving credit notes, which are payable upon
demand, with no stated maturity date, and which bear interest at rates ranging
from 9% to 12% in 1994 and 1995. The aggregate outstanding balance of these
notes was $615,000 at December 31, 1994 and $415,000 at December 31, 1995 and
September 30, 1996. Additionally, the Company has other notes payable, which
are also payable upon demand and bear interest at rates ranging from 8% to
12%. The aggregate outstanding balance of these notes was $179,000 at December
31, 1994 and $129,000 at December 31, 1995 and September 30, 1996.

Interest of $88,000 and $95,000 was paid during the years ended December 31,
1994 and 1995, respectively and $70,000 and $43,000 for the nine months ended
September 30, 1995 and 1996, respectively.

The Company has a $300,000 line of credit which bears interest of prime plus
1%. The Company had no amounts outstanding on this line of credit at December
31, 1995 or September 30, 1996. The Company's current line of credit agreement
expires March 5, 1997.

5. COMMITMENTS

The Company occupies office and retail space under operating lease
arrangements. Rent expense amounted to $398,000 and $466,000 for the years
ended December 31, 1994 and 1995, respectively, $332,000 and $387,000 for the
nine months ended September 30, 1995 and 1996, respectively. Most leases
contain standard renewal clauses.

F-52
<PAGE>

CASH-N-DASH CHECK CASHING, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED WITH RESPECT TO SEPTEMBER 30, 1995 AND 1996)

5. COMMITMENTS (CONTINUED)

Minimum obligations under noncancelable operating leases for the year ended
December 31 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1996.................................. $ 484
1997.................................. 347
1998.................................. 126
1999.................................. 56
2000.................................. 4
------
$1,017
======
</TABLE>

6. CONTRACTS

The Company has food stamp contracts with various counties for the
distribution of food stamps. The revenue related to each contract and its
expiration date are summarized as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------ ------------- CONTRACT
1994 1995 1995 1996 EXPIRES
----- ------ ------ ------ --------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Kern County........................ $ -- $ 776 510 556 12/31/99
Kings County....................... 64 74 49 54 12/31/97
Madera County...................... 58 70 48 54 6/30/02
Merced County...................... 136 347 259 266 6/30/98
Stanislaus County.................. 206 222 171 170 12/31/96
Tulare County...................... 264 357 232 302 6/30/99
Tuolumne County.................... -- 52 37 40 12/31/00
----- ------ ------ ------
$ 728 $1,898 $1,306 $1,442
===== ====== ====== ======
</TABLE>

The Company's contract with Stanislaus County, which expires December 31,
1996, is currently under negotiation for renewal. There is no assurance that
the contract will be renewed, or if renewed, the terms will be substantially
the same as the current contract.

7. RELATED PARTY TRANSACTIONS

As discussed in Note 4, the Company had promissory notes to shareholders in
the amount of $615,000 and $415,000 at December 31, 1994 and 1995,
respectively. Interest of $67,000 and $69,000 was paid on these notes for the
years ended December 31, 1994 and 1995, respectively and $52,000 and $34,000
for the nine months ended September 30, 1995 and 1996, respectively.

The Company had a note receivable from an officer in the amount of $92,000
at December 31, 1994. This note was repaid in 1995. Interest of $12,000 and
$1,000 was paid on this note in 1994 and 1995, respectively.

8. CREDIT RISK

At December 31, 1994 and 1995 and September 30, 1996, the Company had seven,
six and one bank account, respectively, in financial institutions in the
aggregate amount of $21,000, $25,000 and $133,000, respectively, which
exceeded Federal Deposit Insurance Corporation limits. Management believes
credit risk relating to these deposits is minimal.

9. SUBSEQUENT EVENT

On October 22, 1996, the Company entered into an agreement to sell
substantially all of the assets of the Company. The sale is expected to be
completed in the last quarter of 1996. The aggregate sale price will be
approximately $7,250,000.

F-53
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECU-
RITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECU-
RITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 13
Capitalization........................................................... 20
Selected Historical Financial Data....................................... 21
Unaudited Condensed Combined Pro Forma Financial Statements.............. 24
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 32
Business................................................................. 41
Management............................................................... 56
Principal Shareholders................................................... 60
Certain Relationships and Related Transactions........................... 61
The Exchange Offer....................................................... 63
Description of Notes..................................................... 70
Description of Certain Other Indebtedness................................ 90
Certain U.S. Federal Income Tax Consequences............................. 92
Plan of Distribution..................................................... 96
Legal Matters............................................................ 96
Experts.................................................................. 96
Index to Financial Statements............................................ F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

$110,000,000

DOLLAR FINANCIAL GROUP, INC.

10 7/8% SERIES A SENIOR NOTES
DUE 2006

------------------

PROSPECTUS

------------------

, 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Dollar Financial Group, Inc. (the "Company") is a New York corporation.
Section 722 of the New York Business Corporation Law, as amended, empowers a
corporation, within certain limitations, to indemnify any person who served in
any capacity at the request of the corporation, by reason of the fact that he,
his testator or intestate was a director or officer of the corporation, or
served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgements, fees,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or in the case of service for
any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

There are no provisions for the indemnification of directors or officers in
the Certificate of Incorporation or Bylaws of the Company.

ITEM 21. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
3.1 (a)(i) Certificate of Incorporation of Dollar Financial Group, Inc.*
(a)(ii) Certificate of Change of Dollar Financial Group, Inc.*
(a)(iii) Certificate of Change of Certificate of Incorporation of Dollar
Financial Group, Inc.*
(a)(iv) Certificate of Amendment of the Certificate of Incorporation of
Dollar Financial Group, Inc.*
(b)(i) Articles of Incorporation of Albuquerque Investments, Inc.*
Articles of Incorporation of Any Kind Check Cashing Centers,
(c)(i) Inc.*
(c)(ii) Articles of Amendment of Articles of Incorporation of Any Kind
Check Cashing Centers, Inc.*
(d)(i) Articles of Incorporation of Check Mart of Louisiana, Inc.*
(e)(i) Certificate of Incorporation of Check Mart of New Jersey, Inc.*
(f)(i) Articles of Incorporation of Check Mart of New Mexico, Inc.*
(f)(ii) Articles of Amendment to the Articles of Incorporation of Check
Mart of New Mexico, Inc.*
(g)(i) Articles of Incorporation of Check Mart of Pennsylvania, Inc.*
(h)(i) Articles of Incorporation of Check Mart of Texas, Inc.*
(i)(i) Articles of Incorporation of Check Mart of Utah, Inc.*
(i)(ii) Articles of Amendment to the Articles of Incorporation of Check
Mart of Utah, Inc.*
(j)(i) Articles of Incorporation of Check Mart of Washington, Inc.*
(j)(ii) Articles of Amendment of Check Mart of Washington, Inc.*
(k)(i) Articles of Incorporation of Check Mart of Washington, D.C.,
Inc.*
(l)(i) Articles of Incorporation of Check Mart of Wisconsin, Inc.*
(m)(i) Certificate of Incorporation of DFG Warehousing Co., Inc.*
(n)(i) Articles of Incorporation of Dollar Financial Insurance Corp.*
(o)(i) Certificate of Incorporation of Dollar Insurance Administration
Corp.*
(p)(i) Articles of Incorporation of Financial Exchange Company of
Michigan, Inc.*
(p)(ii) Certificate of Amendment to the Articles of Incorporation of
Financial Exchange Company of Michigan, Inc.*
(q)(i) Articles of Incorporation of Financial Exchange Company of Ohio,
Inc.*
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
(q)(ii) Certificate of Amendment by Incorporator.*
(q)(iii) Certificate of Amendment (by Shareholders).*
(r)(i) Certificate of Incorporation of Financial Exchange Company of
Pennsylvania, Inc.*
(r)(ii) Amendment "1" to Certificate of Incorporation of Financial
Exchange Company of Pennsylvania, Inc.*
(r)(iii) Amendment "2" to Certificate of Incorporation of Financial
Exchange Company of Pennsylvania, Inc.*
(s)(i) Certificate of Incorporation of Financial Exchange Company of
Pittsburgh, Inc.*
(t)(i) Certificate of Incorporation of Financial Exchange Company of
Virginia, Inc.*
(u)(i) Articles of Incorporation of L.M.S. Development Corporation.*
(v)(i) Articles of Incorporation of Monetary Management Corp.*
(w)(i) Certificate of Incorporation of Monetary Management Corporation
of Pennsylvania, Inc.**
(x)(i) Articles of Incorporation of Monetary Management of California,
Inc.*
(y)(i) Articles of Incorporation of Monetary Management of Maryland,
Inc.*
(z)(i) Certificate of Incorporation of Monetary Management of New
York, Inc.*
(aa)(i) Articles of Incorporation of Pacific Ring Enterprises, Inc.*
(bb)(i) Limited Partnership Certificate and Agreement of U.S. Check
Exchange Limited Partnership.*
(bb)(ii) First Amendment to Certificate and Agreement of Limited
Partnership of U.S. Check Exchange Limited Partnership*
(bb)(iii) Second Amendment Certificate of Limited Partnership*
3.2 (a)(i) Bylaws of Dollar Financial Group, Inc.*
(b)(i) Bylaws of Albuquerque Investments, Inc.*
(c)(i) Bylaws of Any Kind Check Cashing Centers, Inc.*
(d)(i) Bylaws of Check Mart of Louisiana, Inc.*
(e)(i) Bylaws of Check Mart of New Jersey, Inc.*
(f)(i) Bylaws of Check Mart of New Mexico, Inc.*
(g)(i) Bylaws of Check Mart of Pennsylvania, Inc.*
(h)(i) Bylaws of Check Mart of Texas, Inc.*
(i)(i) Bylaws of Check Mart of Utah, Inc.*
(j)(i) Bylaws of Check Mart of Washington, Inc.*
(k)(i) Bylaws of Check Mart of Washington, D.C., Inc.*
(l)(i) Bylaws of Check Mart of Wisconsin, Inc.*
(m)(i) Bylaws of DFG Warehousing Co., Inc.*
(n)(i) Bylaws of Dollar Financial Insurance Corp.*
(o)(i) Bylaws of Dollar Insurance Administration Corp.*
(p)(i) Bylaws of Financial Exchange Company of Michigan, Inc.*
(q)(i) Code of Regulations of Financial Exchange Company of Ohio,
Inc.*
(r)(i) Bylaws of Financial Exchange Company of Pennsylvania, Inc.*
(s)(i) Bylaws of Financial Exchange Company of Pittsburgh, Inc.*
(t)(i) Bylaws of Financial Exchange Company of Virginia, Inc.*
(u)(i) Bylaws of L.M.S. Development Corporation.*
(v)(i) Bylaws of Monetary Management Corp.*
(w)(i) Bylaws of Monetary Management Corporation of Pennsylvania,
Inc.*
(x)(i) Bylaws of Monetary Management of California, Inc.*
(y)(i) Bylaws of Monetary Management of Maryland, Inc.*
(z)(i) Bylaws of Monetary Management of New York, Inc.*
(aa)(i) Bylaws of Pacific Ring Enterprises, Inc.**
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
4.1 Indenture, dated as of November 15, 1996, among the Company, the
Guarantors and Fleet National Bank, as Trustee.*
4.2 Form of Notes (included in Exhibit 4.1).*
4.3 A/B Exchange Registration Rights Agreement, dated as of November
15, 1996, by and among the Company, the Guarantors and the
Initial Purchasers.*
5.1 Opinion of Weil, Gotshal & Manges LLP regarding legality.**
8.1 Opinion of Weil, Gotshal & Manges LLP regarding tax matters.**
10.1 (a) Asset Purchase Agreement, dated January 9, 1995, by and among
the Company, Happy's Check Cashing and Adrian Rubin.*
(b) Amendment No. 1 to the Asset Purchase Agreement, dated February
20, 1995, by and among the Company, Happy's Check Cashing,
Chase Money Loan, Inc. and Adrian Rubin.*
10.2 Purchase Agreement, dated July 28, 1995, by and among Monetary
Management Corporation, NCCI Corporation, Larry M. Senderhauf,
E. Rick Safford and Fred T. Kampo, Jr.*
10.3 (a) Site License and Services Agreement, dated April 30, 1996, by
and between the Company and The Southland Corporation.***
(b) Asset Purchase Agreement, dated April 30, 1996, by and between
the Company and The Southland Corporation.***
10.4 Employment Agreement, dated as of August 8, 1996, between the
Company, DFG Holdings, Inc. and Jeffrey Weiss.**
10.5 Employment Agreement, dated as of August 8, 1996, between the
Company, DFG Holdings, Inc. and Donald F. Gayhardt.**
10.6 Amended and Restated Shareholders Agreement, dated August 8,
1996, among WPG Corporate Development Associates IV, L.P., WPG
Corporate Development Associates IV (Overseas), L.P., the
individual fund shareholders signatory thereto, the GHB
Charitable Trust #1, Jeffrey Weiss, Donald F. Gayhardt, Pegasus
Partners L.P., PAG Dollar Investors, the warrant holders
signatory thereto, General Electric Capital Corporation and DFG
Holdings, Inc. **
10.7 Purchase Agreement, dated as of August 8, 1996, by and among the
Company, DFG Holdings, Inc., Any Kind Check Cashing Centers,
Inc., the shareholders signatory thereto, U.S. Check Exchange
Limited Partnership, the limited partners signatory thereto and
George H. Brimhall.*
10.8 Asset Purchase Agreement, dated August 28, 1996, by and among
Financial Exchange Company of Ohio, Inc., ABC Check Cashing,
Inc. and the shareholder signatory thereto.**
10.9 Asset Purchase Agreement, dated as of October 22, 1996, by and
among the Company, Cash-N-Dash Check Cashing, Inc. and the
shareholders signatory thereto.**
10.10 Stock Purchase Agreement, dated as of October 22, 1996, by and
among the Company, Manor Investment Co., Inc. and the
shareholders signatory thereto.**
10.11 Amended and Restated Purchase Agreement, dated as of October 23,
1996, by and among Dollar Financial Canada Ltd., DFG Holdings,
Inc., National Money Mart, Inc. and the shareholders signatory
thereto.*
10.12 Second Amended and Restated Credit Agreement, dated as of
November 15, 1996, among the Company, certain commercial
lending institutions, Lehman Commercial Paper, Inc. and Bank of
America National Trust and Savings Association.**
12.1 Computation of Ratio of Earnings to Fixed Charges.*
21.1 Subsidiaries of the Registrants.**
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibits 5.1
and 8.1).**
23.2 Consent of Ernst & Young LLP.**
23.3 Consent of McGladrey & Pullen, LLP.**
23.4 Consent of Ernst & Young Chartered Accountants.**
24.1 Power of Attorney (included in signature pages to Registration
Statement).*
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Fleet National Bank, as Trustee under
the Indenture.**
27.1 Financial Data Schedule for the fiscal year ended June 30, 1996,
which is being submitted electronically to the Securities and
Exchange Commission for information purposes only.*
27.2 Financial Data Schedule for the fiscal quarter ended September
30, 1996, which is being submitted electronically to the
Securities and Exchange Commission for information purposes
only.*
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Exchange Agent Agreement, between the Company and Fleet
National Bank.**
</TABLE>
--------

* Filed previously.

** Filed herewith.

*** To be filed by amendment.

(b) FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
SCHEDULE NUMBER DESCRIPTION
--------------- -----------
<C> <S>

</TABLE>

ITEM 22. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act
and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

(c) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants named below have duly caused this Amendment to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Berwyn, Commonwealth of Pennsylvania on January 29,
1997.

Dollar Financial Group, Inc.

/s/ Donald F. Gayhardt
By: __________________________________
Donald F. Gayhardt
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

DOLLAR FINANCIAL GROUP, INC.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------ Board of January 29,
JEFFREY A. WEISS Directors, 1997
President and
Chief Executive
Officer (principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice
- ------------------------------------ President, Chief January 29,
DONALD F. GAYHARDT Financial Officer, 1997
Secretary,
Treasurer and
Director
(principal
financial and
accounting
officer)

II-5
<PAGE>

ALBUQUERQUE INVESTMENTS, INC.
ANY KIND CHECK CASHING CENTERS, INC.
CHECK MART OF NEW MEXICO, INC.
FINANCIAL EXCHANGE COMPANY OF MICHIGAN, INC.
FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
MONETARY MANAGEMENT OF CALIFORNIA, INC.
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.
MONETARY MANAGEMENT OF NEW YORK, INC.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------- Board of Directors, January 29,
JEFFREY A. WEISS Chief Executive 1997
Officer and
President
(principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice
- ------------------------------------- President, Chief January 29,
DONALD F. GAYHARDT Financial Officer, 1997
Secretary,
Treasurer and
Director (principal
financial and
accounting officer)

II-6
<PAGE>

CHECK MART OF LOUISIANA, INC.
CHECK MART OF NEW JERSEY, INC.
CHECK MART OF PENNSYLVANIA, INC.
CHECK MART OF TEXAS, INC.
CHECK MART OF WASHINGTON, D.C., INC.
MONETARY MANAGEMENT OF MARYLAND, INC.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------ Board of January 29,
JEFFREY A. WEISS Directors, Chief 1997
Executive Officer
and President
(principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice
- ------------------------------------ President, Chief January 29,
DONALD F. GAYHARDT Financial Officer, 1997
Treasurer and
Director
(principal
financial and
accounting
officer)

CHECK MART OF UTAH, INC.
CHECK MART OF WASHINGTON, INC.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------ Board of Directors January 29,
JEFFREY A. WEISS and President 1997
(principal
executive officer)

/s/ Donald F. Gayhardt Secretary and
- ------------------------------------ Director January 29,
DONALD F. GAYHARDT (principal 1997
financial and
accounting
officer)

II-7
<PAGE>

CHECK MART OF WISCONSIN, INC.
L.M.S. DEVELOPMENT CORPORATION
PACIFIC RING ENTERPRISES

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------- Board of Directors January 29,
JEFFREY A. WEISS and President 1997
(principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice
- ------------------------------------- President, January 29,
DONALD F. GAYHARDT Secretary, 1997
Treasurer and
Director (principal
financial and
accounting officer)

DFG WAREHOUSING CO., INC.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss
- ------------------------------------- President, Chief January 29,
JEFFREY A. WEISS Executive Officer 1997
and Director
(principal
executive officer)

II-8
<PAGE>

DOLLAR FINANCIAL INSURANCE CORP.
DOLLAR INSURANCE ADMINISTRATION CORP.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------ Board of Directors January 29,
JEFFREY A. WEISS and President 1997
(principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice
- ------------------------------------ President, January 29,
DONALD F. GAYHARDT Secretary, 1997
Treasurer and
Director
(principal
financial and
accounting
officer)

MONETARY MANAGEMENT CORP.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------ Board of Directors January 29,
JEFFREY A. WEISS and Vice President 1997
(principal
executive officer)

/s/ Donald F. Gayhardt Secretary and
- ------------------------------------ Director January 29,
DONALD F. GAYHARDT (principal 1997
financial and
accounting
officer)

II-9
<PAGE>

MANOR INVESTMENT CO., INC.

SIGNATURE TITLE DATE

/s/ Jeffrey A. Weiss Chief Executive January 29 1997
- ------------------------------------- Officer, President
and Director
JEFFREY A. WEISS (principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice January 29 1997
- ------------------------------------- President,
Treasurer,
DONALD F. GAYHARDT Secretary and
Director (principal
financial and
accounting officer)

QTV HOLDINGS, INC.

SIGNATURE TITLE DATE

/s/ Jeffrey A. Weiss Chief Executive January 29 1997
- ------------------------------------- Officer, President
and Director
JEFFREY A. WEISS (principal
executive officer)

/s/ Donald F. Gayhardt Executive Vice January 29 1997
- ------------------------------------- President,
Secretary,
DONALD F. GAYHARDT Treasurer and
Director (principal
financial and
accounting officer)

II-10
<PAGE>

U.S. CHECK EXCHANGE LIMITED PARTNERSHIP

BY: ANY KIND CHECK CASHING CENTERS, INC. AS GENERAL PARTNER

SIGNATURE TITLE DATE

/s/ Jeffrey A. Weiss Chairman of the
- ------------------------------------- Board of Directors, January 29,
JEFFREY A. WEISS Chief Executive 1997
Officer and
President
(principal
executive officer)

II-11
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE
----------- ----------------------- ----
<C> <S> <C>
Certificate of Incorporation of Dollar Financial Group,
3.1 (a)(i) Inc.*
(a)(ii) Certificate of Change of Dollar Financial Group, Inc.*
(a)(iii) Certificate of Change of Certificate of Incorporation of
Dollar Financial Group, Inc.*
(a)(iv) Certificate of Amendment of the Certificate of
Incorporation of Dollar Financial Group, Inc.*
Articles of Incorporation of Albuquerque Investments,
(b)(i) Inc.*
Articles of Incorporation of Any Kind Check Cashing
(c)(i) Centers, Inc.*
(c)(ii) Articles of Amendment of Articles of Incorporation of Any
Kind Check Cashing Centers, Inc.*
(d)(i) Articles of Incorporation of Check Mart of Louisiana,
Inc.*
(e)(i) Certificate of Incorporation of Check Mart of New Jersey,
Inc.*
(f)(i) Articles of Incorporation of Check Mart of New Mexico,
Inc.*
(f)(ii) Articles of Amendment to the Articles of Incorporation of
Check Mart of New Mexico, Inc.*
(g)(i) Articles of Incorporation of Check Mart of Pennsylvania,
Inc.*
(h)(i) Articles of Incorporation of Check Mart of Texas, Inc.*
(i)(i) Articles of Incorporation of Check Mart of Utah, Inc.*
(i)(ii) Articles of Amendment to the Articles of Incorporation of
Check Mart of Utah, Inc.*
(j)(i) Articles of Incorporation of Check Mart of Washington,
Inc.*
(j)(ii) Articles of Amendment of Check Mart of Washington, Inc.*
(k)(i) Articles of Incorporation of Check Mart of Washington,
D.C., Inc.*
(l)(i) Articles of Incorporation of Check Mart of Wisconsin,
Inc.*
(m)(i) Certificate of Incorporation of DFG Warehousing Co.,
Inc.*
(n)(i) Articles of Incorporation of Dollar Financial Insurance
Corp.*
(o)(i) Certificate of Incorporation of Dollar Insurance
Administration Corp.*
(p)(i) Articles of Incorporation of Financial Exchange Company
of Michigan, Inc.*
(p)(ii) Certificate of Amendment to the Articles of Incorporation
of Financial Exchange Company of Michigan, Inc.*
(q)(i) Articles of Incorporation of Financial Exchange Company
of Ohio, Inc.*
(q)(ii) Certificate of Amendment by Incorporator.*
(q)(iii) Certificate of Amendment (by Shareholders).*
(r)(i) Certificate of Incorporation of Financial Exchange
Company of Pennsylvania, Inc.*
(r)(ii) Amendment "1" to Certificate of Incorporation of
Financial Exchange Company of Pennsylvania, Inc.*
(r)(iii) Amendment "2" to Certificate of Incorporation of
Financial Exchange Company of Pennsylvania, Inc.*
(s)(i) Certificate of Incorporation of Financial Exchange
Company of Pittsburgh, Inc.*
(t)(i) Certificate of Incorporation of Financial Exchange
Company of Virginia, Inc.*
(u)(i) Articles of Incorporation of L.M.S. Development
Corporation.*
(v)(i) Articles of Incorporation of Monetary Management Corp.*
(w)(i) Certificate of Incorporation of Monetary Management
Corporation of Pennsylvania, Inc.**
(x)(i) Articles of Incorporation of Monetary Management of
California, Inc.*
(y)(i) Articles of Incorporation of Monetary Management of
Maryland, Inc.*
(z)(i) Certificate of Incorporation of Monetary Management of
New York, Inc.*
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE
----------- ----------------------- ----
<C> <S> <C>
(aa)(i) Articles of Incorporation of Pacific Ring Enterprises,
Inc.*
(bb)(i) Limited Partnership Certificate and Agreement of U.S.
Check Exchange Limited Partnership.*
(bb)(ii) First Amendment to Certificate and Agreement of Limited
Partnership of U.S. Check Exchange Limited Partnership*
(bb)(iii) Second Amendment Certificate of Limited Partnership*
3.2 (a)(i) Bylaws of Dollar Financial Group, Inc.*
(b)(i) Bylaws of Albuquerque Investments, Inc.*
(c)(i) Bylaws of Any Kind Check Cashing Centers, Inc.*
(d)(i) Bylaws of Check Mart of Louisiana, Inc.*
(e)(i) Bylaws of Check Mart of New Jersey, Inc.*
(f)(i) Bylaws of Check Mart of New Mexico, Inc.*
(g)(i) Bylaws of Check Mart of Pennsylvania, Inc.*
(h)(i) Bylaws of Check Mart of Texas, Inc.*
(i)(i) Bylaws of Check Mart of Utah, Inc.*
(j)(i) Bylaws of Check Mart of Washington, Inc.*
(k)(i) Bylaws of Check Mart of Washington, D.C., Inc.*
(l)(i) Bylaws of Check Mart of Wisconsin, Inc.*
(m)(i) Bylaws of DFG Warehousing Co., Inc.*
(n)(i) Bylaws of Dollar Financial Insurance Corp.*
(o)(i) Bylaws of Dollar Insurance Administration Corp.*
(p)(i) Bylaws of Financial Exchange Company of Michigan, Inc.*
(q)(i) Code of Regulations of Financial Exchange Company of
Ohio, Inc.*
(r)(i) Bylaws of Financial Exchange Company of Pennsylvania,
Inc.*
(s)(i) Bylaws of Financial Exchange Company of Pittsburgh,
Inc.*
(t)(i) Bylaws of Financial Exchange Company of Virginia, Inc.*
(u)(i) Bylaws of L.M.S. Development Corporation.*
(v)(i) Bylaws of Monetary Management Corp.*
(w)(i) Bylaws of Monetary Management Corporation of
Pennsylvania, Inc.*
(x)(i) Bylaws of Monetary Management of California, Inc.*
(y)(i) Bylaws of Monetary Management of Maryland, Inc.*
(z)(i) Bylaws of Monetary Management of New York, Inc.*
(aa)(i) Bylaws of Pacific Ring Enterprises, Inc.**
4.1 Indenture, dated as of November 15, 1996, among the
Company, the Guarantors and Fleet National Bank, as
Trustee.*
4.2 Form of Notes (included in Exhibit 4.1).*
4.3 A/B Exchange Registration Rights Agreement, dated as of
November 15, 1996, by and among the Company, the
Guarantors and the Initial Purchasers.*
5.1 Opinion of Weil, Gotshal & Manges LLP regarding
legality.**
8.1 Opinion of Weil, Gotshal & Manges LLP regarding tax
matters.**
10.1 (a) Asset Purchase Agreement, dated January 9, 1995, by and
among the Company, Happy's Check Cashing and Adrian
Rubin.*
(b) Amendment No. 1 to the Asset Purchase Agreement, dated
February 20, 1995, by and among the Company, Happy's
Check Cashing, Chase Money Loan, Inc. and Adrian
Rubin.*
10.2 Purchase Agreement, dated July 28, 1995, by and among
Monetary Management Corporation, NCCI Corporation,
Larry M. Senderhauf, E. Rick Safford and Fred T. Kampo,
Jr.*
10.3 (a) Site License and Services Agreement, dated April 30,
1996, by and between the Company and The Southland
Corporation.***
(b) Asset Purchase Agreement, dated April 30, 1996, by and
between the Company and The Southland Corporation.***
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE
----------- ----------------------- ----
<C> <S> <C>
10.4 Employment Agreement, dated as of August 8, 1996, between
the Company, DFG Holdings, Inc. and Jeffrey Weiss.**
10.5 Employment Agreement, dated as of August 8, 1996, between
the Company, DFG Holdings, Inc. and Donald F.
Gayhardt.**
10.6 Amended and Restated Shareholders Agreement, dated August
8, 1996, among WPG Corporate Development Associates IV,
L.P., WPG Corporate Development Associates IV
(Overseas), L.P., the individual fund shareholders
signatory thereto, the GHB Charitable Trust #1, Jeffrey
Weiss, Donald F. Gayhardt, Pegasus Partners L.P., PAG
Dollar Investors, the warrant holders signatory thereto,
General Electric Capital Corporation and DFG Holdings,
Inc. **
10.7 Purchase Agreement, dated as of August 8, 1996, by and
among the Company, DFG Holdings, Inc., Any Kind Check
Cashing Centers, Inc., the shareholders signatory
thereto, U.S. Check Exchange Limited Partnership, the
limited partners signatory thereto and George H.
Brimhall.*
10.8 Asset Purchase Agreement, dated August 28, 1996, by and
among Financial Exchange Company of Ohio, Inc., ABC
Check Cashing, Inc. and the shareholder signatory
thereto.**
10.9 Asset Purchase Agreement, dated as of October 22, 1996,
by and among the Company, Cash-N-Dash Check Cashing,
Inc. and the shareholders signatory thereto.**
10.10 Stock Purchase Agreement, dated as of October 22, 1996,
by and among the Company, Manor Investment Co., Inc. and
the shareholders signatory thereto.**
10.11 Amended and Restated Purchase Agreement, dated as of
October 23, 1996, by and among Dollar Financial Canada
Ltd., DFG Holdings, Inc., National Money Mart, Inc. and
the shareholders signatory thereto.*
10.12 Second Amended and Restated Credit Agreement, dated as of
November 15, 1996, among the Company, certain commercial
lending institutions, Lehman Commercial Paper, Inc. and
Bank of America National Trust and Savings
Association.**
12.1 Computation of Ratio of Earnings to Fixed Charges.*
21.1 Subsidiaries of the Registrants.**
23.1 Consent of Weil, Gotshal & Manges LLP (included in
Exhibits 5.1 and 8.1).**
23.2 Consent of Ernst & Young LLP.**
23.3 Consent of McGladrey & Pullen, LLP.**
23.4 Consent of Ernst & Young Chartered Accountants.**
24.1 Power of Attorney (included in signature pages to
Registration Statement).*
25.1 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Fleet National
Bank, as Trustee under the Indenture.**
27.1 Financial Data Schedule for the fiscal year ended June
30, 1996, which is being submitted electronically to the
Securities and Exchange Commission for information
purposes only.*
27.2 Financial Data Schedule for the fiscal quarter ended
September 30, 1996, which is being submitted
electronically to the Securities and Exchange Commission
for information purposes only.*
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Exchange Agent Agreement, between the Company and
Fleet National Bank.**
</TABLE>
--------

* Filed previously.

** Filed herewith.

*** To be filed by amendment.

EXHIBIT 3.1(w)(i)

<PAGE>

Certificate of Incorporation

- of -

Monetary Management Corporation of Pennsylvania

The undersigned, a natural person, for the purpose of organizing
a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the laws of the
State of Delaware, particularly Chapter 1, Title 8 of the Delaware Code and
the acts amendatory thereof and supplemental thereto (hereinafter referred
to as the "General Corporation Law of Delaware"), hereby certifies that:

FIRST: The name of the Corporation is

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA

SECOND: The address, including street, number, city and county,
of the registered office of the Corporation in the State of Delaware is 201
North Walnut Street, City of Wilmington, County of New Castle, and the name
of the registered agent of the Corporation in the State of Delaware at such
address is The Company Corporation.

THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is two hundred (200), no par value, all of
which are the same class and all of which are designated as common stock.

FIFTH: The name of the incorporator is Hilary B. Miller,
and the mailing address of the incorporator is 112 Parsonage Road,
Greenwich, Connecticut 06830-3942.

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware, on the application in
a summary way of the Corporation or of any creditor or stockholder thereof,
or on the

<PAGE>

application of any receiver or receivers appointed for the Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code, or on
the application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title
8 of the Delaware Code, may order a meeting of the creditors or class of
creditors, or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value
of the creditors of class of creditors, or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any
compromise or arrangement, the said compromise or arrangement and the said
reorganization, if sanctioned by the court to which the said application
has been made, shall be binding on all of the creditors or class of
creditors, or on all the stockholders or class of stockholders, of the
Corporation, as the case may be, and also on the Corporation.

EIGHTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to
make, alter and repeal the bylaws and to adopt any new bylaws, of the
Corporation.

NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said Section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
Section. The indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office. The
indemnification provided for herein shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

TENTH: No director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that the
foregoing provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of

<PAGE>

law, (iii) under section 174 of the General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of Delaware shall
hereafter be amended to authorize the further domination or reduction of
the liability of directors, then the liability of a director, in addition
to the limitation provided for in this Article TENTH, shall be limited to
the fullest extent permitted by any such amended law. Any repeal or
modification of this Article TENTH shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of
the corporation at or prior to the time or such repeal or modification.

ELEVENTH: From time to time any of the provisions of the
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by
said laws. All rights at any time conferred upon the stockholders of the
Corporation by the Certificate of Incorporation are granted subject to the
provisions of this Article ELEVENTH.

IN WITNESS WHEREOF, this Certificate of Incorporation has been
executed by the undersigned Incorporator this 14th day of January, 1993.

/s/ Hilary B. Miller
--------------------
Hilary B. Miller

NYFS06...:\47\41847\0008\6678\EXH1067V.260

EXHIBIT 3.2(aa)(i)
<PAGE>

BYLAWS
OF
PACIFIC RING ENTERPRISES, INC.
ARTICLE I
OFFICES

Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state and the corporation has one or more business offices
in this state, the Board of Directors shall likewise fix and designate a
principal business office in the State of California.

Section 2. OTHER OFFICES. The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of share- holders shall be
held at any place within or outside the State of California designated by the
Board of Directors. In the absence of such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.

<PAGE>

Section 2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of
shareholders shall be held each year on a date and at a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

Section 3. SPECIAL MEETINGS. A special meeting of the shareholders
may be called at any time by the Board of Directors, or by the Chairman of the
Board or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at any such meeting.

If a special meeting is called by any person or persons other than
the Board of Directors the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by "registered mail or by telegraphic
or other facsimile transmission to the Chairman of the Board, the President, any
Vice President or the Secretary of the corporation. The officer receiving such
request forthwith shall cause notice to be given to the shareholders entitled to
vote in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty

<PAGE>

(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings
of shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting being noticed. The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special meeting, the general nature
of the business to be transacted, or (ii) in the case of the annual meeting
those matters which the Board of Directors, at the time of giving the notice,
intends to present for action by the shareholders. The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees which, at the time of the notice, management intends to present for
election.

If action is proposed to be taken at any meeting for approval of (i)
a contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the Articles of Incorporation, pursuant to Section 902 of such
Code, (iii) a reorganization of the corporation, pursuant to Section

<PAGE>

1201 of such Code, (iv) a voluntary dissolution of the corporation pursuant to
Section 1900 of such Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares pursuant to Section
2007 of such Code, the notice shall also state the general nature of such
proposal.

Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting of shareholders shall be given either personally or by first-class
mail or telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice. If no such address appears on the corporation's books or has been so
given, notice shall be deemed to have been given if sent by first-class mail or
telegraphic or other written communication to the corporation's principal
executive office, or if published at least once in a newspaper of general
circulation in the county where such office is located. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service

<PAGE>

marked to indicate that the United States Postal Service is unable to deliver
the notice to the shareholder at such address, all future notices or reports
shall be deemed to have been duly given without further mailing if the same
shall be available to the shareholder upon written demand of the shareholder at
the principal executive office of the corporation for a period of one year from
the date of the giving of such notice.

An affidavit of the mailing or other means of giving any notice of
any shareholders' meeting shall be executed by the Secretary, Assistant
Secretary or any transfer agent of the corporation giving such notice, and shall
be filed and maintained in the minute book of the corporation.

Section 6. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of the

<PAGE>

majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
such meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

Section 8. VOTING. The shareholders entitled to vote at any meeting
of shareholders shall be determined in accordance with the provisions of Section
11 of this Article II, subject to the provisions of Sections 702 to 704,
inclusive, of the Corporations Code of California (relating to voting shares
held by a fiduciary, in the name of a corporation or in joint

<PAGE>

ownership). Such vote may be by voice vote or by ballot; provided, however, that
all elections for directors must be by ballot upon demand by a shareholder at
any election and before the voting begins. Any shareholder entitled to vote on
any matter (other than the election of directors) may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the shareholder fails to specify the number of
shares such shareholder is voting affirmatively it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares such
shareholder is entitled to vote. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and voting on any matter
(other than the election of directors), provided that the shares voting
affirmatively must also constitute at least a majority of the required quorum,
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by the California General Corporation Law or the
Articles of Incorporation.

At a shareholders' meeting involving the election of directors, no
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of the shareholder's shares) unless such
candidate or candidates' names have been placed in nomination prior to

<PAGE>

commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such notice, then every shareholder entitled to vote
may cumulate such shareholder's votes for candidates in nomination and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among any
or all of the candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes up to the number of directors to be
elected, shall be elected.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or

<PAGE>

proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the general nature of such proposal. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

Attendance of a person at a meeting shall also constitute a waiver
of notice of such meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if such objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WlThOUT A MEETING.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. In the case of election of
directors, such consent shall be effective only if signed by the holders of all
outstanding

<PAGE>

shares entitled to vote for the election of directors; provided, however, that a
director may be elected at any time to fill a vacancy not filled by the
directors by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors. All such consents shall
be filed with the Secretary of the corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the
shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holder, may revoke
the consent by a writing received by the Secretary of the corporation prior to
the time that written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
Such notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a director
has a direct or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of such Code, (iii) a

<PAGE>

reorganization of the corporation, pursuant to Section 1201 of such Code, or
(iv) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares pursuant to Section 2007 of such Code, such notice
shall be given at least ten (10) days before the consummation of any such action
authorized by any such approval.

Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days prior to the date
of any such meeting nor more than sixty (60) days prior to such action without a
meeting, and in such case only shareholders of record at the close of business
on the date so fixed are entitled to notice and to vote or to give consents, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date fixed as aforesaid, except as otherwise
provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

(a) The record date for determining shareholders
entitled to notice of or to vote at a meeting of

<PAGE>

shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

(b) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when no
prior action by the Board has been taken, shall be the day on which the
first written consent is given, or (ii) when prior action of the Board has
been taken, shall be at the close of business on the day on which the
Board adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.

Section 12. PROXIES. Every person entitled to vote for directors or
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the

<PAGE>

person executing it, prior to the vote pursuant thereto, by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
presented to the meeting and executed by, or attendance at the meeting and
voting in person by, the person executing the proxy; or (ii) written notice of
the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided, however, that
no such proxy shall be valid after the expiration of eleven (11) months from the
date of such proxy, unless otherwise provided in the proxy. The revocability of
a proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 705(e) and (f) of the Corporations Code of California.

Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so appointed, the chairman of the meeting may,
and on the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one

<PAGE>

(1) or three (3) inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and upon the request of any shareholder or a shareholder's proxy
shall, appoint a person to fill such vacancy.

The duties of these inspectors shall be as follows:

(a) Determine the number of shares outstanding
and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

ARTICLE III

Section 1. POWERS

(c) Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered,
debts or securities cancelled or tangible or intangible property actually
received.

<PAGE>

(d) Borrow money and incur indebtedness for the purposes of
the corporation, and cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidences of debt and
securities therefor.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be three (3) until changed by a duly adopted amendment
to the Articles of Incorporation or by an amendment to this Bylaw adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the number of
directors to a number less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting or the shares not consenting in the case of
action by written consent, are equal to more than 16-2/3% of the outstanding
shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall
be elected at each annual meeting of the shareholders to hold office until the
next annual meeting. Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

<PAGE>

Section 4. VACANCIES. Vacancies in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present, or by the written
consent of holders of all outstanding shares entitled to vote. Each director so
elected shall hold office until the next annual meeting of the shareholders and
until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the case of the death, resignation or removal of any director, or if
the Board of Directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors be increased, or if the
shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such election
by written consent shall require

<PAGE>

the consent of a majority of the outstanding shares entitled to
vote.

Any director may resign upon giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors. A
resignation shall be effective upon the giving of the notice, unless the notice
specifies a later time for its effectiveness. If the resignation of a director
is effective at a future time, the Board of Directors may elect a successor to
take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

Section 5. PLACE OF MEETINGS AND TELEPHONIC MEETINGS. Regular
meetings of the Board of Directors may be held at any place within or without
the State that has been designated from time to time by resolution of the Board.
In the absence of such designation, regular meetings shall be held at the
principal executive office of the corporation. Special meetings of the Board
shall be held at any place within or without the State that has been designated
in the notice of the meeting or, if not stated in the notice or there is no
notice, at the principal executive office of the corporation. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all directors participating

<PAGE>

in such meeting can hear one another, and all such directors shall be deemed to
be present in person at such meeting. ing. Notice of a meeting need not be given
to any director who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to such director.

Section 6. ANNUAL MEETINGS [MISSING PAGES]

Section 7. OTHER REGULAR MEETINGS [MISSING PAGES]

Section 8. SPECIAL MEETINGS [MISSING PAGES]

Section 9. DISPENSING WITH NOTICE [MISSING PAGES]

Section 10. QUORUM. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, subject to the
provisions of Section 310 of the Corporations Code of California (approval of
contracts or transactions in which a director has a direct or indirect material
financial interest), Section 311 (appointment of committees), and Section 317(e)
(indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for such meeting.

18
<PAGE>

Section 11. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of such time and
place shall be given prior to the time of the adjourned meeting, in the manner
specified in Section 8 of this Article III, to the directors who were not
present at the time of the adjournment.

Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
such action. Such action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.

Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution
of the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any

<PAGE>

other capacity as an officer, held and taken in accordance with, the provisions
of Article III of these Bylaws, Sections 5 (place of meetings), 7 (regular
meetings), 8 (special meetings and notice), 9 (dispensing with notice), 10
(quorum), 11 (adjournment), 12 (notice of adjournment) and 13 (action without
meeting), with such changes in the context of those Bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined by resolution of the Board of Directors as well as the committee,
special meetings of committees may also be called by resolution of the Board of
Directors and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these Bylaws.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF DIRECTORS [MISSING PAGES]

Section 2. MEETINGS AND ACTIONS OF COMMITTEES [MISSING
PAGES]

ARTICLE V

OFFICERS [MISSING PAGES]

<PAGE>

Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article V. Any number of offices may be
held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the Board of Directors, and each
shall serve at the pleasure of the Board, subject to the rights, if any, of an
officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint, and may empower the President to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
[MISSING PAGES]

Section 5. VACANCIES IN OFFICES. [MISSING PAGES]

<PAGE>

Section 6. CHAIRMAN OF THE BOARD [MISSING PAGES]

Section 7. PRESIDENT [MISSING PAGES]

Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a Vice President designated by the Board
of Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws, the President or the Chairman of the Board if
there is no President.

Section 9. SECRETARY. The Secretary shall keep or cause to be kept,
at the principal executive office or such other place as the Board of Directors
may order, a book of minutes of all meetings and actions of directors,
committees of directors and shareholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' and committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's

<PAGE>

transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall be open at all reasonable times to inspection by any
director.

The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the

<PAGE>

board of Directors. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the President and directors,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
Board of Directors or the Bylaws.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

The corporation shall, to the maximum extent permitted
by the General Corporation Law of California, have power to indemnify each of
its agents against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was an agent of the corporation
and shall likewise have power to advance to each such agent expenses incurred in
defending any such proceeding to the maximum extent permitted by such law. For
purposes of this Article VI, an "agent" of the corporation includes any person
who is or was a director, officer, employee or other agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or was a

<PAGE>

director, officer, employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

ARTICLE VII
RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.

A shareholder or shareholders of the corporation holding at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours upon five days' prior
written demand upon the corporation, and/or (ii) obtain from the transfer agent
of the corporation, upon written demand and upon the tender of such transfer
agent's usual charges for such list, a list of the shareholders names and
addresses, who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which such list has been
compiled or as of a date specified by the shareholder subsequent

<PAGE>

to the date of demand. Such list shall be made available to such shareholder or
shareholders by the transfer agent on or before the later of five (5) days after
the demand is received or the date specified therein as the date as of which the
list is to be compiled. The record of shareholders shall also be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of a voting trust certificate. Any inspection and copying under this Section 1
may be made in person or by an agent or attorney of the shareholder or holder of
a voting trust certificate making such demand.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation
shall keep at its principal executive office, or if its principal executive
office is not in the State of California at its principal business office in
this state, the original or a copy of the Bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside this
state and the corporation has no principal business office in this state, the
Secretary shall, upon the written request of any shareholder, furnish to such
shareholder a copy of the Bylaws as amended to date.

<PAGE>

Section 3. NAINTENANCE AND INSPECTION OF OThER CORPORATE RECORDS.
The accounting books and records and minutes of proceedings of the shareholders
and the Board of Directors and any committee or committees of the Board of
Directors shall be kept at such place or places designated by the Board of
Directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. Such minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to such
holder's interests as a shareholder or as the holder of a voting trust
certificate. Such inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. The foregoing rights of
inspection shall extend to the records of each subsidiary corporation of the
corporation.

Section 4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. Such inspection by a director may be made in

<PAGE>

person or by agent or attorney and the right of inspection includes the right to
copy and make extracts.

Section 5. ANNUAL REPORT TO SHARHOLDERS. The annual report to
shareholders referred to in Section 1501 of the General Corporation Law is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting
the Board of Directors from issuing annual or other periodic reports to the
shareholders of the corporations as they deem appropriate.

Section 6. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement or a copy
shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%)
of the outstanding shares of any class of stock of the corporation make a
written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the current fiscal year
ended more than thirty (30) days prior to the date of the request, and a

<PAGE>

balance sheet of the corporation as of the end of such period, the Chief
Financial Officer shall cause such statement to be prepared, if not already
prepared, and shall deliver personally or mail such statement or statements to
the person making the request within thirty (30) days after the receipt of such
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to
such shareholder or shareholders within thirty (30) days after such request.

The corporation also shall, upon the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-annual or
quarterly income statement which it has prepared and a balance sheet as of the
end of such period.

The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
shall each year during the calendar month in which its Articles of Incorporation
were originally filed with the California Secretary of State, or at any time
during the immediately preceding five (5) calendar months, file with the

<PAGE>

Secretary of State of the State of California, on the prescribed form, a
statement setting forth the authorized number of directors, the names and
complete business or residence addresses of all incumbent directors, the names
and complete business or residence addresses of the Chief Executive Officer,
Secretary and Chief Financial Officer, the street address of its principal
executive office or principal business office in this state and the general type
of business constituting the principal business activity of the corporation,
together with a designation of the agent of the corporation for the purpose of
service of process, all in compliance with Section 1502 of the Corporations Code
of California.

ARTICLE VIII
GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE
AND VOTING. For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, (other
than action by shareholders by written consent without a meeting) the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) days prior to any such action, and in such case only shareholders of record
on the date so fixed are entitled to receive the dividend, distribution or
allotment of

<PAGE>

rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date
fixed as aforesaid, except as otherwise provided in the California General
Corporation Law.

If the Board of Directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto,
or the sixtieth (60th) day prior to the date of such action, whichever is later.

Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The
Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any

<PAGE>

contract or engagement or to pledge its credit or to render it
liable for any purpose or to any amount.

Section 4. CERTIFICATES FOR SHARES. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid, and the Board of Directors may
authorize the issuance of certificates or shares as partly paid provided that
such certificates shall state the amount of the consideration to be paid
therefor and the amount paid thereon. All certificates shall be signed in the
name of the corporation by the Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any or all of the signatures
on the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, trans~er agent or registrar at
the date of issue.

Section 5. LOST CERTIFICATES. Except as hereinafter in this Section
5 provided, no new certificates for shares shall be

<PAGE>

issued in lieu of an old certificate unless the latter is surrendered to the
corporation and cancelled at the same time. The Board of Directors may in case
any share certificate or certificate for any other security is lost, stolen or
destroyed, authorize the issuance of a new certificate in lieu thereof, upon
such terms and conditions as the Board may require, including provision for
indemnificat ion of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate.

Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President, or any Vice President, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority herein granted to said
officers to vote or represent on behalf of the corporation any and a~l shares
held by the corporation in any other corporation or corporations may be
exercised by any such officer

<PAGE>

in person or by any person authorized to do so by proxy duly executed by said
officer.

ARTICLE IX

AMENDMENT S

Section 1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, Bylaws, other than a
Bylaw or an amendment thereof changing the authorized number of directors, may
be adopted~ amended or repealed by the Board of Directors.

ARTICLE X

<PAGE>
GENERAL

Section 1. GOVERNING LAW. This corporation is organized under the
provisions of the California General Corporation Law (Corporations Code Sections
100-2319) as in effect on the date of filing of its original Articles of
Incorporation, namely March 31, 1983. Upon such filing the California Secretary
of State assigned the following corporation number to this corporation: 1138587.
The corporate affairs of this corporation shall be governed by and conducted in
accordance with the provisions of the California General Corporation Law, as the
same presently exist and are from time to time hereafter amended or superseded,
except in those instances where the Articles of Incorporation or Bylaws of this
corporation, now or through amendment hereafter, may adopt alternative rules
which are permissible under the California General Corporation Law. Any
provision (or portion thereof) in these Bylaws which is not permissible under
the California General Corporation Law or is inconsistent with the Articles of
Incorporation of this corporation (as they may from time to time be amended and
supplemented) is void, but the balance of these Bylaws shall nevertheless be
valid and effective.

<PAGE>

Section 2. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction~ and definitions in the
California General Corporation Law shall govern the construction of these
By-laws. Without limiting the generality of the foregoing, the Ningular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

EXHIBIT 5.1
<PAGE>

WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007

January 28, 1997

Dollar Financial Group, Inc.
1436 Lancaster Avenue, Suite 210
Berwyn, PA 19312

Ladies and Gentlemen:

We have acted as counsel to Dollar Financial Group, Inc., a
New York corporation (the "Company"), DFG Warehousing Co., Inc.,
Dollar Insurance Administration Corp., Financial Exchange Company of
Pittsburgh, Inc., Financial Exchange Company of Virginia, Inc. and
Monetary Management Corporation of Pennsylvania, Inc., each a Delaware
corporation (collectively, the "Delaware Guarantors"), Monetary
Management of New York, Inc., a New York corporation ("MMNY"), Check
Mart of Texas, Inc., a Texas corporation ("CMT"), Manor Investment
Co., Inc., Monetary Management of California, Inc. and Pacific Ring
Enterprises, Inc., each a California corporation (together, the
"California Guarantors"), and as special New York counsel to those
domestic subsidiaries of the Company listed on Schedule I hereto
(collectively, the "Other Guarantors"; the Delaware Guarantors, MMNY,
CMT, the California Guarantors and the Other Guarantors are
collectively referred to herein as the "Guarantors") in connection
with the preparation and filing with the Securities and Exchange
Commission of the Registration Statement on Form S-4, File No. 333-
18221 (as amended, the "Registration Statement"), of the Company and
the Guarantors for registration under the Securities Act of 1933, as
amended, of $110,000,000 aggregate principal amount of the Company's
10 7/8% Series A Senior Notes Due 2006 (the "New Notes") and the
Guarantors' guaranties in connection therewith (the "Guaranties"),
each issuable in connection with the exchange offer of New Notes for
the Company's 10 7/8% Senior Notes Due 2006 (the "Old Notes").

In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement, the Indenture, dated as of November 15, 1996
(the "Indenture"), among the Company, the Guarantors and Fleet
National Bank, as trustee (the "Trustee"), pursuant to

<PAGE>

Dollar Financial Group, Inc.
January 28, 1997
Page 2

which the New Notes will be issued, the form of the New Notes included
as Exhibit 4.2 to the Registration Statement and such corporate
records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of
officers and representatives of the Company and the Guarantors, and
have made such inquiries of such officers and representatives, as we
have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company
and the Guarantors.

In rendering these opinions, we have assumed that (i) each
of the Other Guarantors is duly organized and validly existing in its
jurisdiction of incorporation and has all requisite corporate power
and authority to execute, deliver and perform its obligations under
the Indenture; (ii) the execution, delivery and performance of the
Indenture have been duly authorized by all necessary corporate action
on the part of each of the Other Guarantors; (iii) each of the Other
Guarantors has duly executed and delivered the Indenture; (iv) the
execution, delivery and performance of the Guaranties by the Other
Guarantors have been duly authorized by all necessary corporate action
on the part of each of the Other Guarantors and (v) each of the Other
Guarantors has duly executed and delivered the Guaranties.

Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

1. The New Notes have been duly authorized by the Company
and, when executed on behalf of the Company, authenticated by the
Trustee and delivered in accordance with the terms of the Indenture
and as contemplated by the Registration Statement, will constitute the
legal, valid and binding obligations of the Company, enforceable
against it in accordance with their terms, subject to applicable bank-
ruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and

<PAGE>

Dollar Financial Group, Inc.
January 28, 1997
Page

fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

2. (a) The Guaranties of the Delaware Guarantors, MMNY,
CMT and the California Guarantors have been duly authorized by each of
the Delaware Guarantors, MMNY, CMT and the California Guarantors and,
when executed and delivered by each of the Delaware Guarantors, MMNY,
CMT and the California Guarantors in accordance with the terms of the
Indenture and as contemplated by the Registration Statement, will
constitute valid and binding obligations of each of the Delaware
Guarantors, MMNY, CMT and the California Guarantors, enforceable
against each entity in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditor's
rights and remedies generally and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

(b) When executed and delivered by each Other Guarantor in
accordance with the provisions of the Indenture and as contemplated by
the Registration Statement, the Guaranties of the Other Guarantors
will constitute valid and binding obligations of the Other Guarantors
enforceable against each Other Guarantor in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditor's rights and remedies generally and subject, as to enforce-
ability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).

The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the States of Delaware,
California and Texas and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.

The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those
opinions may not be used or relied upon by any other person, nor may
this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent, except that we hereby consent to
the use of this opinion

<PAGE>

Dollar Financial Group, Inc.
January 28, 1997
Page 3

as an exhibit to the Registration Statement. We further consent to
the reference to our name under the caption "Legal Matters" in the
prospectus which is a part of the Registration Statement.

Very truly yours,

WEIL, GOTSHAL & MANGES LLP

<PAGE>

Schedule I
----------

Guarantor State of Incorporation
--------- ----------------------

Albuquerque Investments, Inc. New Mexico

Check Mart of New Mexico, Inc. New Mexico

Any Kind Check Cashing Centers, Inc. Arizona

L.M.S. Development Corporation Arizona

U.S. Check Exchange
Limited Partnership Arizona

Check Mart of Louisiana, Inc. Louisiana

Check Mart of New Jersey, Inc. New Jersey

Check Mart of Pennsylvania, Inc. Pennsylvania

Dollar Financial Insurance Corp. Pennsylvania

Financial Exchange Company of
Pennsylvania, Inc. Pennsylvania

Monetary Management Corp. Pennsylvania

QTV Holdings, Inc. Pennsylvania

Check Mart of Utah, Inc. Utah

Check Mart of Washington, Inc. Washington

Check Mart of Washington, D.C., Inc. District of Columbia

Check Mart of Wisconsin, Inc. Wisconsin

Financial Exchange Company of
Michigan, Inc. Michigan

Financial Exchange Company of
Ohio, Inc. Ohio

Monetary Management of
Maryland, Inc. Maryland

NYFS06...:\47\41847\0008\1710\OPN1097M.14C

EXHIBIT 8.1
<PAGE>

WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007

January 28, 1997

Dollar Financial Group, Inc.
1436 Lancaster Avenue, Suite 210
Berwyn, PA 19312

Ladies and Gentlemen:

You have requested our opinion regarding the material
federal income tax consequences of the exchange pursuant to the offer
(the "Exchange Offer") by Dollar Financial Group, Inc. (the "Company")
of its 10 7/8% Senior Notes due 2006 (the "Old Notes") for its 10 7/8%
Series A Senior Notes due 2006 (the "New Notes").

In formulating our opinion as to the matters certified, we
have examined such documents as we have deemed appropriate, including
the Registration Statement of the Company on Form S-4 (Registration
No. 333-18221) dated December 19, 1996, as amended, filed with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Registration Statement"). In addition, we have
obtained such additional information as we have deemed relevant and
necessary through consultation with various officers and
representatives of the Company.

The terms of the Exchange Offer, the Old Notes and the New
Notes, which are set forth in the Registration Statement, are
incorporated herein by reference.

Based upon the terms of the Exchange Offer, the Old Notes
and the New Notes, as set forth in the Registration Statement, it is
our opinion that the summary set forth under the heading "Certain
U.S. Federal Income Tax Consequences" in the Registration Statement
accurately describes, in all material respects, the material federal
income tax consequences of the consummation of the Exchange Offer to
the holders of the Old Notes.

<PAGE>

Dollar Financial Group, Inc.
January 28, 1997
Page 2

The foregoing opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated and proposed thereunder, published pronouncements of the
Internal Revenue Service and case law, any of which may be changed at
any time with retroactive effect. No opinion is expressed on any
matters other than those specifically referred to herein.

We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm
therein.

Very truly yours,

WEIL, GOTSHAL & MANGES LLP

NYFS06...:\47\41847\0008\1710\LTR1097U.120

EXHIBIT 10.4
<PAGE>

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made and entered into as of the 8th day of
August, 1996, by and among DOLLAR FINANCIAL GROUP, INC., a New York
corporation ( DFG or SUBSIDIARY ), DFG HOLDINGS, INC., a Delaware
corporation ( HOLDINGS or PARENT ) (collectively referred to as the
EMPLOYER ) and JEFFREY WEISS, who resides at 260 Radnor-Chester Road,
Villanova, PA 19085 (the EXECUTIVE ).

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, Employer and Executive are parties to a certain
Employment Agreement, dated as of June 30, 1994 (the Prior
Agreement );

WHEREAS, certain subsequent events, including a change of name by
Employer, make an amendment of the Prior Agreement appropriate; and

WHEREAS, Employer desires to continue to employ Executive and
Executive desires to accept employment by Employer upon the terms and
conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and intending to be legally bound
hereby, it is hereby agreed as follows:

1. Termination of Prior Agreement. The Prior Agreement is
------------------------------
hereby terminated, and superseded by this Agreement. The Executive
shall be entitled to his accrued salary under the Prior Agreement,
prorated to the date hereof. With respect to calendar year 1996, no
bonus shall be due or payable under the Prior Agreement. The bonus,
if any, payable Executive for calendar year 1996 shall be determined
under this Agreement.

2. Employment; Term. Employer agrees to employ Executive, and
----------------
Executive agrees to be so employed, in the capacity of Chairman of the
Board and Chief Executive Officer of Employer, for a term commencing
on the date hereof and ending on the later to occur on the third
anniversary of the date hereof and the first anniversary of the date
on which Employer gives written notice of termination of employment to
Executive.

3. Time and Efforts; Place of Performance. Executive shall
--------------------------------------
diligently and conscientiously devote substantially his full business
time and attention and best efforts to the business of Employer and
the discharge of his duties hereunder. It is understood that
Executive may serve as an outside director of one

<PAGE>

or more not for profit corporations, without violating the terms
hereof, provided that such entities are not principally engaged in
business directly competitive with Employer.

Executive s employment hereunder shall be principally based in
the Philadelphia, Pennsylvania metropolitan area.

4. Base Salary. In partial consideration of the services of
-----------
the Executive, Employer shall pay or cause one or more of its
subsidiary or affiliated corporations to pay to Executive a salary at
an annual rate of $400,000 (the Base Salary ), in equal installments
in accordance with the past payroll practices of Employer, but in no
event less frequently than monthly. The Base Salary may be adjusted
upward annually in the discretion of the board of directors of Parent,
or the authorized committee thereof.

5. Incentive Compensation. As further compensation for the
----------------------
services of Executive, Employer shall pay Executive annual cash
bonuses determined as follows and payable within sixty (60) days of
December 31 of the relevant calendar year:

(i) Subject to subparagraph (iv), Executive shall be eligible to
receive with respect to each calendar year during the term hereof a
cash bonus in an amount equal to 60% of the Base Salary paid to
Executive during the relevant calendar year pursuant to the terms of
this Agreement (the Target Bonus Amount ).

(ii) The actual bonus due hereunder for a particular calendar
year shall be determined based upon the achievement by the Employer of
annual EBITDA (income before income taxes, depreciation, amortization,
interest expense, management fees and incentive compensation payments)
and other operating and financial target results for such calendar
year. EBITDA for a year shall be computed from the audited annual
financial statements of Holdings and its subsidiaries for such year.
EBITDA and other targeted operating and financial results for the 1996
calendar year and future calendar years shall be determined in good
faith by the compensation committee of the Board of Directors of the
Employer in consultation with Executive. The parties will use their
best efforts to establish EBITDA targets within 30 days after the date
thereof.

(iii) For so long as Nora Kerppola and/or Wesley W. Lang, Jr.
are active members of Employer s board of directors, in calculating
annual bonus amounts, a weight of 66.6% shall be assigned to
achievement of targeted EBITDA results, on the one

<PAGE>

hand, and a weight of 33.4% shall be assigned to achievement of other
targeted results, on the other hand, and the bonus shall be determined
on the basis of the percentage of achievement of the blended results.
Thereafter, a weight of 100% shall be assigned to achievement of
targeted EBITDA results, and other targeted results shall have no
bearing on the calculation of Executive s cash bonus.

(iv) (a) In the event the Employer achieves 100% of targeted
results, the bonus payable shall be equal to the Target Bonus Amount
for such calendar year.

(b) In the event the Employer achieves results in excess of
targeted results, the bonus payable shall be in an amount equal to the
Target Bonus Amount for such calendar year plus an amount (the
Incremental Bonus Amount ) equal to two (2%) percent of the Target
Bonus Amount for each one (1%) percent by which actual results
exceeded targeted results. In no event shall the Incremental Bonus
Amount be in an amount in excess of 40% of Executive s Base Salary for
the relevant calendar year.

(c) In the event that actual results amounting to between
80% and 100% of targeted results are achieved, the bonus payable shall
be equal to the Target Bonus Amount for such calendar year less an
amount equal to two (2%) percent of the Target Bonus Amount for each
one (1%) percent by which actual results were less than targeted
results.

(d) In the event that actual results amount to less than
80% of targeted results, no cash bonus shall be payable.

(v) In connection with the calculation of the bonus payable to
Executive for a given year, the EBITDA of entities acquired during the
relevant calendar year shall be included in the relevant calendar year
in the relevant calculations from the date of acquisition, net of an
appropriate capital charge for additional equity capital employed.

(vi) In the event Executive s employment is terminated by reason
of Cause (as herein defined), or the Executive s resignation (other
than a resignation pursuant to Section 9(c)), no bonus for the year in
which termination or resignation occurs shall be payable. If
Executive s employment terminates for any other reason, Executive s
bonus for the year in which termination occurs shall be calculated on
the basis of the Employer s results for the full fiscal year in which
termination occurs, but his bonus shall be prorated based upon the
number of days in such year in which he was employed by Employer.

<PAGE>

6. Stock Options. A. Executive is hereby granted non
-------------
-qualified options to acquire up to 2,625 shares of the common stock
of Parent at a price of $1,000 per share (the Options ). Common
stock of Parent is referred to herein as Shares . The Options will
be exercisable by payment of the exercise price in cash or Shares
owned by the Executive (at fair market value). The Options shall have
the following terms and provisions:

(i) Term of ten (10) years from June 30, 1994, provided,
--------
however, that in the event of termination of employment of the
-------
Employee for any reason whatsoever, the Options will terminate unless
exercised within 60 days following the date on which termination
occurs.

(ii) Vesting in equal monthly increments over three (3)
years, commencing with the month of July, 1994. All Options shall
become immediately vested upon the occurrence of any of the following:
termination of Executive s employment without Cause; Change of Control
(as herein defined) of Parent; sale of equity securities of Parent in
a public offering; sale by Parent of substantially all the assets or
stock of Subsidiary; or death of Executive during his employment
hereunder or disability of Executive resulting in termination of his
employment with Employer.

On August 8, 1996, Parent and its stockholders have executed an
Amended and Restated Shareholders Agreement (the Shareholders
Agreement ). All Shares issuable upon the exercise of the Options
shall be subject to the terms of the Shareholders Agreement. The
Options are personal to the Employee and are non-transferable, except
that upon the Employee s death, the Options shall be transferable to
his personal representative.

Upon a cash exercise of the Options (in full or in part),
Employer will lend to Executive (the Option Loan ) an amount equal to
the exercise price of the Options (or the portion thereof actually
exercised). Such Option Loan shall be repayable upon the third
anniversary of the date of advance. Interest on the unpaid principal
balance thereof shall accrue at a fixed rate equal to the Prime Rate
charged by PNC at the time of exercise of the Option plus two (2%),
payable upon maturity. Such Option Loan will be collateralized by a
pledge of the Shares acquired pursuant to the subject exercise of the
Options. The recourse of the Employer to collect the Option Loan, and
any interest accrued thereon, shall be limited to such pledged Shares
and Employer shall have no further recourse against Executive in order
to collect any such amounts. In the event that Employer forecloses
upon the collateral, Executive shall retain the benefit of the

<PAGE>

amount by which the value of the collateral exceeds the principal and
interest due on the Option Loan. If after exercise of the Options
Parent shall exercise a right, or have an obligation, under the
Shareholders Agreement, to purchase the Shares which were subject to
the Option, the principal amount of the Option Loan, and all accrued
interest thereon, shall be offset against the purchase price of said
Shares, with such offset being applied against installments on account
of the purchase price coming due under the Shareholders Agreement in
the order of maturity.

B. In addition to the Option, Executive is hereby granted
additional options (the Additional Options ) to acquire up to 1,125
shares of the common stock of Parent at an exercise price as described
below. The term of the Additional Options shall be ten (10) years
from June 30, 1994; provided, however, that if a Liquidity Event (as
-------- -------
herein defined) shall not theretofore have occurred, the term of the
Additional Options shall automatically be extended for an additional
ten years. The Additional Options are personal to the Employee and
are non-transferable, except that upon the Employee s death, the
Additional Options shall be transferable to his personal
representative.

The initial exercise price of the Additional Options was $1,000
per share. On each of June 30, 1995 and June 30, 1996 the exercise
price increased by 40% over the exercise price applicable for the
prior year. On each of June 30, 1997 and June 30, 1998, the exercise
price shall increase by 40% over the exercise price applicable for the
prior year. From and after June 30, 1999, the exercise price shall be
$5,000 per share. The Additional Options will be exercisable by
payment of the exercise price in cash or common stock of Parent (at
fair market value).

The Additional Options are immediately vested. However, the
Additional Options are exercisable only (I) in the event of a Change
of control or Holdings shall make an initial public offering of its
shares of common stock (each, a Liquidity Event ), and (ii) if, at
the time of occurrence of such Liquidity Event, the Executive s
employment with the Employer shall not have been terminated by reason
of his resignation (other than a resignation pursuant to Section 9(e))
or discharge for Cause. The Shares subject to the Additional Options
shall not be subject to the Shareholders Agreement.

C. In addition to the Options and the Additional Options,
Executive is hereby granted supplemental options (the Supplemental
Options ) to acquire up to 1,575 shares of the common stock of the
Parent at an exercise price of $1,600 per share. Further, the
Supplemental Options shall be exercisable

<PAGE>

only in the event that at the time of exercise, Weiss, Peck and Greer
realized an internal rate of return of 35% or greater on its equity
investment in Employer made concurrent with the execution of this
Agreement in connection with the acquisition of Any-Kind Check Cashing
Centers, Inc. and related transactions. The Supplemental Options
shall otherwise be subject to the terms and conditions applicable to
the Options as set forth in this paragraph 6, provided, however, that
the term shall be ten (10) years from the date hereof and vesting in
equal monthly increments over three (3) years shall commence with the
month of August, 1996.

D. During the three year period commencing on June 30, 1994,
with the concurrence of the Employee (which shall not unreasonably be
withheld), Holdings may grant options to acquire up to 1,200 Shares to
persons who, at the time of grant, are employees of the Employer or
one of its subsidiaries (the Employee Options ). The Employee
Options shall be in substantially the same form and shall contain
substantially the same terms as the Options and the Additional
Options, and shall be issued in the same proportion to each such
employee as the Options and Additional Options are granted hereunder
to the Executive. Each grant of an Employee Option shall result in a
reduction of the number of Shares subject to the Option and the
Additional Option in an amount equal to 52.5% and 22.5%, respectively,
of the number of Shares subject to such Employee Option. In addition,
to the extent Employee Options covering fewer than 1,200 Shares have
been issued on or prior to the third anniversary of June 30, 1994, the
number of Shares subject to the Options and the Additional Options
shall, effective as of the day following the third anniversary of the
date hereof, be further reduced by the Reduction Amount (as herein
defined). The Reduction Amount shall be an amount determined by
subtracting from 1,200 the number of Shares subject to Employee
Options actually granted, and multiplying the resulting number by
37.5%. The Reduction Amount shall be allocated 70% to the Options and
30% to the Additional Options. It is understood that, pursuant to a
Subscription Agreement of June 30, 1994, Holdings has granted to WPG
Corporate Development Associates IV L.P. and WPG Corporate Development
Associates IV (Overseas), Ltd. options to purchase Shares in an amount
equal, in the aggregate, to 50% of the Reduction Amount. For the
purposes of this paragraph D, Employee Options which are granted but
subsequently forfeited (regardless of when forfeited) shall be deemed
not to have been granted.

E. Holdings agrees that it will not claim a deduction for
federal income tax purposes resulting from the grant (but not the

<PAGE>

exercise) of the Options and the Additional Options to the Executive.

F. The exercise price, and the number of shares subject to the
Options and the Additional Options, are subject to equitable
adjustment to take into account stock dividends, stock splits,
recapitalizations and other dilutive events, all as reasonably
determined in good faith by the Company s board of directors.

7. Benefits. Executive shall be eligible to participate in all
--------
fringe benefit programs of Employer offered from time to time to its
senior management employees (including, without limitation, auto
allowance, life insurance, disability insurance, dental and medical
coverage, profit sharing, pension, 401(k), and vacation), but in no
event shall the total package of benefits be less than that accruing
to Executive as of the date hereof pursuant to the Prior Agreement.

8. Expenses. Employer will reimburse Executive for all
--------
reasonable, ordinary and necessary expenses (including travel)
incurred by him in carrying out his duties under this Agreement.
Employer acknowledges the business value to the Employer of such
expenditures. Executive shall present Employer from time to time with
an itemized statement of such expenses in such form as the Employer
may request.

9. Termination.
-----------
(a) Executive s employment under this Agreement may be
terminated without further liability by Employer at any time for Cause
(defined, for purposes of this Agreement, as (I) Executives willful
refusal, after written notice by Employer, to cure within a period of
30 days any continuing material breach hereof or (ii) a final non-
appealable adjudication in a criminal or civil proceeding that
Executive has committed a fraud or felony relating to or adversely
affecting this employment).

(b) Employer may terminate Executive s employment hereunder
at anytime, including upon the occurrence of the disability of
Executive, upon 90 days written notice to Executive, upon payment of
a severance benefit (the Severance Benefit ) equal to the sum of (i)
two (2) years of Base Salary at the then current rate and (ii) the
cash bonus received by Executive for the most recently completed
calendar year, payable in 24 equal consecutive monthly installments on
the first day of each month, commencing with the month after the month
in which termination occurs. Payment of the Severance Benefit shall
be Executive s sole remedy in the event of the Employer's

<PAGE>

termination of this Agreement for any reason. Executive will
cooperate in order to allow Employer to purchase disability insurance
regarding Executive in order to fund its obligation hereunder.

(c) If there is a Change of Control, Executive may elect to
terminate his employment hereunder within 90 days of such change, in
which case he shall be entitled to receive from Employer a cash
payment equal to the Severance Benefit.

(d) In the event Executive shall be indicted for a crime
not involving the Employer or any of its subsidiaries, subject to
giving the Executive a full opportunity to make a presentation to the
Board of Directors, the Employer shall have the right to terminate the
employment of the Executive pursuant to this paragraph (d). If it
does so, it shall continue to pay the Executive s Base Salary until
the first to occur of (I) conviction of the felony or a lesser
included offense or a plea of nolo contendere by the Executive, or
---- ----------
(ii) the Executive s acquittal. In the event of the Executive s
acquittal, Executive shall be entitled to his Severance Benefit,
commencing as of the date of such acquittal, but the amount paid to
him pursuant to this paragraph (d) shall be credited toward the
Severance Benefit. In the event of a conviction or plea of nolo
----
contendere, Executive shall immediately repay the amount paid
----------
pursuant to this paragraph (d), and, if not immediately repaid and
without limiting Employer s other remedies, Employer shall have the
right to offset said sum against monies due to the Executive by reason
of the purchase of shares or options of Holdings formerly owned by
Executive and purchased by Holdings.

(e) For purposes of this Agreement, a Change of Control
shall be deemed to have occurred if and when :

(1) WPG Corporate Development Associates IV, L.P., WPG
Corporate Development Associates IV (Overseas), L.P.,
Pegasus Partners, L.P., PAG Dollar Investors LLC and
General Electric Capital Corporation, collectively,
shall cease to own equity securities having at least
51% of the voting power of Holdings other than by
reason of, or as a result of, a public offering of
Holdings shares; provided, however, that shares of
-------- -------
Holdings held by (I) any liquidating trust for any of
said parties, (ii) the partners, members or
stockholders of any of said parties, (iii) the
partners, members or stockholders of any of said
parties in the event of the liquidation of such
parties, or (iv) any

<PAGE>

venture capital or management buy out fund sponsored by
Weiss, Peck & Greer shall not be deemed to constitute a
Change of Control for the purposes of this subparagraph
(1);

(2) the Company becomes a subsidiary of another
unaffiliated corporation or shall be merged or
consolidated into another unaffiliated corporation; or

(3) all or substantially all of the Company s assets shall
have been sold to an unaffiliated party or parties.

(f) Executive shall not be required to seek
alternative employment following the payment to him of any Severance
Benefit hereunder and in no event shall any compensation earned or
amounts paid to Executive in any such alternate employment serve to
mitigate Employer s severance obligations to Executive hereunder.

10. Restrictive Covenant. In consideration of Employer s grant
--------------------
of options to Executive, and its covenant to pay a Severance Benefit,
each as contained herein, without prior written consent of the Board
of Directors of Employer, Executive agrees that he will not for a
period of two (2) years following the termination of Executive s
employment with Employer for any reason whatsoever, (or to such lesser
extent and for such lesser period as may be deemed enforceable by a
court of competent jurisdiction, it being the intention of the parties
that this Section 10 shall be so enforced): (a) directly or
indirectly engage in the same state or territory of the United States
in any business in direct competition with the primary business
conducted by Employer at the time of termination, either as employee,
independent contractor, 5% or greater owner, partner, lender or
stockholder; and further provided, that the foregoing shall not be
construed to prohibit ownership of less than 2% of the outstanding
shares of any public corporation); (b) solicit, canvass, or accept any
business for any other company, or business similar to any business of
Employer, from any past, present or future (as defined below) customer
of Employer; (c) directly or indirectly induce or attempt to influence
any employee of Employer to terminate his employment; or (d) directly
or indirectly request any present or future ( future , as used herein,
shall mean at or prior to the time of termination of employment)
entities with whom Employer has significant business relationships to
curtail or cancel their business with Employer. In addition and
without limiting the foregoing, upon the

<PAGE>

termination of the Executive s employment by the Employer for any
reason, whether before or after the expiration of the term of his
employment, Executive shall not at any time directly or indirectly
disclose to any person, firm or corporation any trade, technical or
technological secrets, any details of organization or business
affairs, or any names of past or present customers of Employer. For
the purposes of this Section 10, the term Employer shall be deemed
to include Employer and all of its subsidiaries.

11. Inventions. All inventions, discoveries, improvements,
----------
processes, formulae and data relating to Employer s business that
Executive may make, conceive or learn during the term of his
employment by the Employer (whether before, during or after the term
of this Agreement, whether during working hours or otherwise, or
within six months following the termination of his employment for any
reason) shall be the exclusive property of Employer. Executive agrees
to make prompt disclosure to the board of directors of Employer of all
such inventions, etc., and to do at Employer s expense all lawful
things necessary or useful to assist Employer in securing their full
enjoyment and protection. In the event of any breach or threatened
breach of the provisions of this Section 11 or the preceding Section
10, Employer may apply to any court of competent jurisdiction to
enjoin such breach. Any such remedy shall be in addition to
Employer s remedies at law under such circumstances.

12. Notices. Any notice given hereunder shall be in writing and
-------
delivered or mailed by certified mail or overnight courier service
(with proof of delivery) and addressed to the appropriate party at the
address set forth below or at such other address as the party shall
designate from time to time in a notice; and if to Employer, with a
copy to Altheimer & Gray, 10 S. Wacker Drive, Chicago, IL 60606,
Attention: David W. Schoenberg, Esquire

Jeffrey Weiss Dollar Financial Group.
260 Radnor-Chester Road 1436 Lancaster Avenue, Suite 210
Villanova, PA 19085 Berwyn, PA 19312
Attention: President

13. Binding Effect. This Agreement shall inure to the benefit
--------------
of and be binding upon Employer, its successors and assigns.
Executive acknowledges that these services are unique and personal.
Accordingly, Executive may not assign any of his rights or delegate
any of his duties or obligations under this Agreement.

<PAGE>

14. Waiver. Failure to insist in any one or more instances on
------
strict compliance with the terms of this Agreement shall not be deemed
a waiver. Waiver of a breach of any provision of this Agreement shall
not be construed as a waiver of any subsequent breach.

15. Governing Law; Disputes. This Agreement is made and
-----------------------
delivered in, and shall be construed in accordance with the
substantive laws of, the Commonwealth of Pennsylvania and the United
States of America without regard to conflict of law principles. Any
claims, controversies, demands, disputes or differences between or
among the parties hereto arising out of, or by virtue of, or in
connection with, or otherwise relating to this Agreement shall be
submitted to and settled by arbitration conducted in Philadelphia,
Pennsylvania before one or three arbitrators, each of whom shall be
knowledgeable in the field of employment law. Such arbitration shall
otherwise be conducted in accordance with the rules then obtaining of
the American Arbitration Association. The parties hereto agree to
share equally the responsibility for all fees of the arbitrators,
abide by any decision rendered as final and binding, and waive the
right to appeal the decision or otherwise submit the dispute to a
court of law for a jury or non-jury trial. The parties hereto
specifically agree that neither party may appeal or subject the award
or decision of any such arbitrator to appeal or review in any court of
law or in equity or by any other tribunal, arbitration system or
otherwise. Judgment upon any award granted by such an arbitrator may
be enforced in any court having jurisdiction thereof.

16. Severability. In the event that any provision of this
------------
Agreement shall be determined to be invalid by a court of competent
jurisdiction, such determination shall in no way affect the validity
or enforceability of any other provisions hereof.

<PAGE>

hereof. This is a personal services agreement; no agency,
partnership, joint venture or other joint relationship is created
hereby. The parties acknowledge that they each participated in
drafting this Agreement, and there shall be no presumption against any
party on the ground that such party was responsible for preparing this
Agreement or any part hereof. Paragraph headings are for convenience
of reference only and are not intended to create substantive rights or
obligations.

IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned as of the day and year first above written.

DFG HOLDINGS, INC. DOLLAR FINANCIAL GROUP, INC.

By:/s/ Donald F. Gayhardt, Jr. By:/s/ Donald F. Gayhardt, Jr.
--------------------------- ---------------------------
( Employer ) ( Employer )

/s/ Jeffrey A. Weiss
------------------------------
Jeffrey A. Weiss

NYFS06...:\47\41847\0008\1710\FRMD186U.530

EXHIBIT 10.5
<PAGE>

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made and entered into as of the 8th day of
August, 1996, by and among DOLLAR FINANCIAL GROUP, a NewYork
corporation ( DFG or SUBSIDIARY ), DOLLAR FINANCIAL GROUP HOLDINGS,
INC., a Delaware corporation ( HOLDINGS or PARENT ) (collectively
referred to as the EMPLOYER ) and DONALD F. GAYHARDT, JR., a resident
of the Commonwealth of Pennsylvania (the EXECUTIVE ).

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, Employer and Executive are parties to a certain
Employment Agreement, dated as of June 1, 1994 (the Prior
Agreement );

WHEREAS, certain subsequent events, including a change of name by
Employer, make an amendment of the Prior Agreement appropriate; and

WHEREAS, Employer desires to continue to employ Executive and
Executive desires to accept employment by Employer upon the terms and
conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and intending to be legally bound
hereby, it is hereby agreed as follows:

1. Termination of Prior Agreement. The Prior Agreement is
------------------------------
hereby terminated, and superceded by this Agreement. The Executive
shall be entitled to his accrued salary and bonus under the Prior
Agreement, prorated to the date hereof.

2. Employment; Term. Employer agrees to employ Executive, and
----------------
Executive agrees to be so employed, in the capacity of Executive Vice
President and Chief Financial Officer of Parent and Subsidiary, for a
term commencing on the date hereof and ending on the later to occur on
the third anniversary of the date hereof and the first anniversary of
the date on which Employer gives written notice of termination of
employment to Executive.

<PAGE>

hereof, provide that such entities are not principally engaged in
business directly competitive with Employer.

Executive s employment hereunder shall be principally based in
the Philadelphia, Pennsylvania metropolitan area.

4. Base Salary. In partial consideration of the services of
---- ------
the Executive, Employer shall pay or cause one or more of its
subsidiary or affiliated corporations to pay to Executive a salary at
an annual rate of $160,000 (the Base Salary), in equal installments in
accordance with the past payroll practices of Employer, but in no
event less frequently than monthly. The Base Salary may be adjusted
upward annually in the discretion of the board of directors of Parent,
or the authorized committee thereof.

5. Incentive Compensation. A. As further compensation for the
----------------------
services of Executive, Employer shall pay Executive annual cash
bonuses determined as follows and payable within sixty (60) days of
December 31 of the relevant calendar year:

(iii) For so long as Steven N. Hutchinson and/or Wesley W.
Lang, Jr. are active members of Employer s board of directors, in
calculating annual bonus amounts, a weight of 66.6% shall be assigned
to achievement of targeted EBITDA results, on the one hand, and a
weight of 33.4% shall be assigned to achievement of other targeted
results, on the other hand, and the bonus shall be

<PAGE>

determined on the basis of the percentage of achievement of the
blended results. Thereafter, a weight of 100$\% shall be assigned to
achievement of targeted EBITDA results, and other targeted results
have no bearing on the calculation of Executive s cash bonus.

(iv) (a) In the event the Employer achieves 100% of targeted
results, the bonus payable shall be equal to the Target Bonus Amount
for such calendar year.

(d) In the event that actual results amount to less than
80% of targeted results, no cash bonus shall be payable.

(v) In connection with the calculation of the bonus payable to
Executive for a given year, the EBITDA of entities acquired during the
relevant calendar year shall be included in the relevant calendar year
shall be included in the relevant calculations from the date of
acquisition, net of an appropriate capital charge for additional
equity capital employed.

(vi) In the event Executive s employment is terminated by reason
of Cause (as herein defined), or the Executive s resignation (other
than a resignation pursuant to Section 9(e)), no bonus for the year in
which termination or resignation occurs shall be payable. If
Executive s employment terminates for any other reason, Executive s
bonus for the year in which termination occurs shall be calculated on
the basis of the Employer s results for the full fiscal year in which
termination occurs, but his bonus shall be prorated based upon the
number of days in such year in which he was employed by Employer.

<PAGE>

6. Stock Options. A. Executive is hereby granted non-
---------------
qualified options to acquire up to 875 shares of the common stock of
Parent at a price of $1,000 per share (the Options). Common stock of
Parent is referred to herein as Shares. The Options will be exercisable
by payment of the exercise price in cash or Shares owned by the Executive
(at fair market value). The Options shall have the following terms
and provisions:

(a) Term of ten (10) years from the date hereof; provided,
--------
however, that in the event of termination of employment of the
-------
Employee for any reason whatsoever, the Options will terminate unless
exercised within 60 days following the date on which termination
occurs.

(b) Vesting in equal monthly increments over three (3)
years, commencing with the month of July, 1994. All Options shall
become immediately vested upon the occurrence of any of the following:
termination of Executive s employment without Cause; Change of control
(as herein defined) of Parent; sale of equity securities of Parent in
a public offering; sale by Parent of substantially all the assets or
stock of Subsidiary; or death of Executive during his employment
hereunder or disability of Executive resulting in termination of his
employment with Employer.

On June 30, 1994, Parent and its stockholders have executed a
Shareholders Agreement (the Shareholders Agreement ). All Shares
issuable upon the exercise of the Options shall be subject to the
terms of the Shareholders Agreement. The Options are personal to the
Employee and are non-transferable, except that upon the Employee s
death, the Options shall be transferable to his personal
representative.

Upon a cash exercise of the Options (in full or in part),
Employer will lend to Executive (the Option Loan ) an amount equal to
the exercise price of the Options (or the portion thereof actually
exercised). Such Option Loan shall be repayable upon the he third
anniversary of the date of advance. Interest on the unpaid principal
balance thereof shall accrue at a fixed rate equal to the Prime Rate
charged by PNC at the time of exercise of the Option plus two (2%),
payable upon maturity. Such Option Loan will be collateralized by a
pledge of the Shares acquired pursuant to the subject exercise of the
Options. The recourse of the Employer to collect the Option Loan, and
any interest accrued thereon, shall be limited to such pledged Shares
and Employer shall have no further recourse against Executive in order
to collect any such amounts. In the event that Employer forecloses
upon the collateral, Executive shall retain the benefit of the

<PAGE>

B. In addition to the Option, Executive is hereby granted
additional options (the Additional Options ) to acquire up to 375
shares of the common stock of Parent at an exercise price as described
below. The term of the Additional Options shall be ten (10) years
from June 30, 1994; provided, however, that if a Liquidity Event (as
-------- -------
herein defined) shall not theretofore have occurred, the term of the
Additional Options shall automatically be extended for an additional
ten years. The Additional Options are personal to the Employee and
are non-transferable, except that upon the Employee s death, the
Additional Options shall be transferable to his personal
representative.

The initial exercise price of the Additional Options was $1,000
per share. On each of June 30, 1995 and June 30, 1996 the exercise
price increased by 40%. On each of June 30, 1997 and June 30, 1998,
the exercise price shall increase by 40% over the exercise price
applicable for the prior year. From and after the fifth anniversary
date, the exercise price shall be $5,000 per share. The Additional
Options will be exercisable by payment of the exercise price in cash
or common stock of Parent (at fair market value).

The Additional Options are immediately vested. However, the
Additional Options are exercisable only (i) in the event of a Change
of control or Holdings shall make an initial public offering of its
shares of common stock (each, a Liquidity Event ), and (ii) if, at
the time of occurrence of such Liquidity Event, the Executive s
employment with the Employer shall not have ben terminated by reason
of his resignation (other than a resignation pursuant to Section 9(e))
or discharge for Cause. The Shares subject to the Additional Options
shall not be subject to the Shareholders Agreement.

C. In addition to the Option and the Additional Shares,
Executive is hereby granted supplemental options (the Supplemental
Options ) to acquire up to 840 shares of the common stock of the
---
Parent at an exercise price of $1,600 per share. Further, the
Supplemental Options shall be exercisable only in the

<PAGE>

event that at the time of exercise, Weiss, Peck and Green realized an
internal rate of return of 35% or greater on its equity investment in
Imployer. The Supplemental Options shall otherwise be subject to the
terms and conditions of the Options as set forth in this paragraph 6.

D. During the three year period commencing on June 30, 1994,
with the concurrence of the Employee and Jeffrey Weiss (which shall
not unreasonably be withheld), Holdings may grant options to acquire
up to 1,200 Shares to persons who, at the time of grant, are employees
of the Employer or one of its subsidiaries (the Employee Options ).
The Employee Options shall be in substantially the same form and shall
contain substantially the same terms as the Options and the Additional
Options, and shall be issued in the same proportion to each such
employee as the Options and Additional Options are granted hereunder
to the Executive. Each grant of an Employee Option shall result in a
reduction of the number of Shares subject to the Option and the
Additional Option in an amount equal to 17.5% and 7.5%, respectively,
of the number of Shares subject to such Employee Option. In addition,
to the extend fewer than Employee Options covering fewer than 1,200
Shares have been issued on or prior to the third anniversary of June
30, 1994, the number of Shares subject to the Option and the
Additional Option shall, effective as of the day following the third
anniversary of the date hereof, be further reduced by the Reduction
Amount (as herein defined). The Reduction Amount shall be an amount
determined by subtracting from 1,200 the number of Shares subject to
Employee Options actually granted, and multiplying the resulting
number by 12.5%. The Reduction Amount shall be allocated 70% to the
Options and 30% to the Additional Options. It is understood that,
pursuant to as Subscription Agreement of June 30, 1994, Holdings has
granted to W.G. Corporate Development Associates IV (Overseas), Ltd.
options to purchase Shares in an amount equal, in the aggregate, to
50% of the Reduction Amount. For the purposes of this paragraph D,
Employee Options which are granted but subsequently forfeited
(regardless of when forfeited) shall be deemed not to have been
granted.

E. Holdings agrees that it will not claim a deduction for
federal income tax purposes resulting from the grant (but not the
exercise) of the Options and the Additional Options to the Executive.

<PAGE>

9. Termination.
-----------
(a) Executive s employment under this Agreement may be
terminated without further liability by Employer at any time for Cause
(defined, for purposes of this Agreement, as (I) Executive
s willful refusal, after written notice by Employer, to inure within a
period of 30 days any continuing material breach hereof or (ii) a
final non-appealable adjudication in a criminal or civil proceeding
that Executive has committed a fraud or felony relating to or
adversely affecting this employment.)

(b) Employer may terminate Executive s employment hereunder
at anytime, including upon the occurrence of the disability of
Executive, upon 90 days written notice to Executive, upon payment of
a severance benefit (the Severance Benefit ) equal to the sum of (I)
one year of Base Salary at the current rate and (ii) the cash bonus
received by Executive for the most recently completed calendar year,
payable in 12 equal consecutive monthly installments on the first day
of each month, commencing with the month after the month in which
termination occurs. Payment of the Severance Benefit shall be
Executive s sole remedy in the event of the Employer s termination of
this Agreement for any reason. Executive will cooperate in order to
allow Employer to purchase disability insurance regarding Executive in
order to fund its obligation hereunder.

<PAGE>

(d) In the event Executive shall be indicted for a crime
not involving the Employer or any of its subsidiaries, subject to
giving the Executive a full opportunity to make a presentation to the
Board of Directors, the Employer shall have the right to terminate the
employment of the Executive pursuant to this paragraph (d). If it
does so, it shall continue to pay the Executive's Base Salary until
the first to occur of (I) conviction of the felony or a lesser
included offense or a plea of nolo contendere by the Executive, or
---- ----------
(ii) the Executive's acquittal. In the event of the Executive's acquittal,
Executive shall be entitled to his Severance Benefit, commencing as of
the date of such acquittal, but the amount paid to him pursuant to
this paragraph (d) shall be credited toward the Severance Benefit. In
the event of a conviction or plea of nolo contendere, Executive shall
---- ----------
immediately repay to the mount paid pursuant to this paragraph (d),
and, if not immediately repaid and without limiting Employer's other
remedies, Employer shall have the right to offset said sum against
monies due to the Executive by reason of the purchase of shares or
options of Holdings formerly owned by Executive and purchased by
Holdings.

(e) For purposes of this Agreement, a Change of Control
shall be deemed to have occurred if and when :

(1) W.G. Corporate Development Associates IV, L.P. and W.G.
Corporate Development Associates IV (Overseas), Ltd.,
collectively, shall cease to own equity securities
having at least 51% of the voting power of Holdings
other than by reason of, or as a result of, a public
offering of Holdings shares; provided, however, that
-------- -------
shares of Holdings held by (I) any liquidating trust
for either of said parties, (ii) the partners or
stockholders of either of said parties, (ii) the
partners or stockholders of either of said parties in
the event of the liquidation of such parties, or (iii)
any venture capital or management buy out fund
sponsored by Weiss, Peck & Greer shall not be deemed to
constitute a Change of Control for the purposes of this
subparagraph (1);

(2) the Company becomes a subsidiary of another
unaffiliated corporation or shall be merged or
consolidated into another unaffiliated corporation; or

<PAGE>

(3) all or substantially all of the Company s assets shall
have been sold to an unaffiliated party or parties.

10. Restrictive Covenant. In consideration of Employer's grant
--------------------
of options to Executive, and its covenant to pay a Severance Benefit,
each as contained herein, without prior written consent of the Board
of Directors of Employer, Executive agrees that he will not for a
period of one (1) year following the termination of Executives
employment with Employer for any reason whatsoever, (or to such lesser
extent and for such lesser period as may be deemed enforceable by a
court of competent jurisdiction, it being the intention of the parties
that this Section 10 shall be so enforced): (a) directly or
indirectly engage in the same state or territory of the United States
in any business in direct competition with the primary business
conducted by Employer at the time of termination, either as employee,
independent contractor, 5% or greater owner, partner, lender or
stockholder; and further provided, that the foregoing shall not be
construed to prohibit ownership of less than 2% of the outstanding
shares of any public corporation); (b) solicit, canvass, or accept
any business for any other company, or business similar to any
business of Employer, from any past, present or future (as defined
below) customer of Employer; (c) directly or indirectly induce or
attempt to influence any employee or Employer to terminate his
employment; or (d) directly or indirectly request any present or
future ( future , as used herein, shall mean at or prior to the time
of termination of employment) entities with who Employer has
significant business relationships to curtail or cancel their business
with Employer. In addition and without limiting the foregoing, upon
the termination of the Executive s employment by the Employer for any
reason, whether before or after the expiration of the term of his
employment, Executive shall not at any time directly or indirectly
disclose to any person, firm or corporation any trade, technical or
technological secrets, any details of organization or business
affairs, or any names of past or present customers of Employer. For
the purposes of this Section 10, the term Employer shall be deemed
to include Employer and all of its subsidiaries.

<PAGE>

11. Inventions. All inventions, discoveries, improvements,
----------
processes, formulae and data relating to Employer s business that
Executive may make, conceive or learn during the term of his
employment by the Employer (whether before, during or after the term
of this Agreement, whether during working hours or otherwise, or
within six months following the termination of his employment for any
reason) shall be the exclusive property of Employer. Executive agrees
to make prompt disclosure to the board of directors of Employer of all
such inventions, etc., and to do at Employer s expense all lawful
things necessary or useful to assist Employer in securing their full
enjoyment and protection. IN the event of any breach or threatened
breach of the provisions of this Section 11 or the preceding Section
10, Employer may apply to any court of competent jurisdiction to
enjoin such breach. Any such remedy shall be in addition to
Employer s remedies at law under such circumstances.

Donald F. Gayhardt, Jr. Dollar Financial Group.
350 Ardmore Avenue 1436 Lancaster Avenue, Suite 210
Ardmore, PA 19003 Berwyn, PA 19312
Attention: President

13. Binding Effect. This Agreement shall inure to the benefit
--------------
of and be binding upon Employer, its successors and assigns. Executive
acknowledges that these services are unique and personal.
Accordingly, Executive may not assign any of his rights or delegate
any of his duties or obligations under this Agreement.

<PAGE>

differences between or among the parties hereto arising out of, or by
virtue of, or in connection with, or otherwise relating to this
Agreement shall be submitted to and settled by arbitration conducted
in Philadelphia, Pennsylvania before one or three arbitrators, each of
whom shall be knowledgeable in the field of employment law. Such
arbitration shall otherwise be conducted in accordance with the rules
then obtaining of the American Arbitration Association. The parties
hereto agree to share equally the responsibility for all fees of the
arbitrators, abide by any decision rendered as final and binding, and
waive the right to appeal the decision or otherwise submit the dispute
to a court of law for a jury or non-jury trial. The parties hereto
specifically agree that neither party may appeal or subject the award
or decision of any such arbitrator to appeal or review in any court of
law or in equity or by any other tribunal, arbitration system or
otherwise. Judgment upon any award granted by such an arbitrator may
be enforced in any court having jurisdiction thereof.

17. Entire Agreement; Miscellaneous. The parties acknowledge
-------------------------------
and agree that they are not relying on any representations, oral ro
written, other than those expressly contained herein. This Agreement
supersedes all proposals, oral or written, all negotiations,
conversations or discussions between the parties and all course of
dealing. All prior understandings and agreements between the parties
regarding employment matters are hereby merged in this Agreement,
which alone is the complete and exclusive statement of their
understanding as to employment. No waiver or modification of this
Agreement shall be valid unless the same shall be in writing and
signed by the party sought to be charged therewith. Time is of the
essence in this Agreement and each and every provision hereof. This
is a personal services agreement; no agency, partnership, joint
venture or other joint relationship is created hereby. The parties
acknowledge that they each participated in drafting this Agreement,
and there shall be no presumption against any party on the ground that
such party was responsible for preparing this Agreement or any part
hereof. Paragraph headings are for convenience of reference only and
are not intended to create substantive rights or obligations.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned as of the day and year first above written.

MONETARY MANAGEMENT MONETARY MANAGEMENT
HOLDINGS, INC. CORPORATION

By:/s/ Jeffrey Weiss By:/s/ Jeffrey Weiss
----------------- -----------------
( Employer ) ( Employer )

/s/Donald F. Gayhardt, Jr.
--------------------------
Donald F. Gayhardt, Jr.

NYFS06...:\47\41847\0008\1710\EXHD186U.200DSB:378576.1

EXHIBIT 10.6
<PAGE>

DFG HOLDINGS, INC.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
--------------------------------------------

THIS AGREEMENT is made as of August 8, 1996, among WPG Corporate
Development Associates IV, L.P., a Delaware limited partnership ("CDA
IV Domestic"), WPG Corporate Development Associates IV (Overseas),
L.P., a Cayman Islands exempt limited partnership ("CDA IV Overseas"),
the persons identified on Schedule I hereof (the "Individual Fund
Shareholders"), the GHB Charitable Trust #1 ("Trust"), Jeffrey Weiss
("Weiss"), Donald F. Gayhardt ("Gayhardt"), Pegasus Partners, L.P., a
Delaware limited liability company ("Pegasus I"), PAG Dollar Investors
LLC, a Delaware limited liability company, ("Pegasus II," and,
together with Pegasus I, "Pegasus"), those Persons identified on
Schedule II hereto (the "Warrant Holders"), General Electric Capital
Corporation, a New York corporation ("GE Capital") and DFG Holdings,
Inc., f/k/a Monetary Management Holdings, Inc., a Delaware corporation
(the "Company").

R E C I T A L S
----------------
A. The Company is the successor by merger to MMH Transit Co., a
Delaware corporation ("Transit Co."). Pursuant to a Shareholders
Agreement, dated as of June 30, 1994 (the "Original Shareholders
Agreement"), Transit Co. and its stockholders as of that time imposed
certain restrictions on the transferability of Shares (as herein
defined) and created certain options and obligations to purchase
Shares. Transit Co. then merged into Monetary Management Holdings,
Inc., a Delaware Corporation ("MMH"), with MMH as the survivor in the
merger. By virtue of that merger, (i) the stockholders of Transit Co.
became stockholders of MMH, and (ii) the Shareholders Agreement
thereafter governed transfers of Shares of MMH. MMH subsequently
changed its name to "DFG Holdings, Inc."

B. Dollar Financial Group, Inc., a subsidiary of the Company,
has agreed to acquire Any-Kind Check Cashing Centers, Inc. and U.S.
Check Exchange Limited Partnership (collectively "Any-Kind") for a
consideration consisting of both cash and Shares.

C. In order to provide, among other things, capital for the
acquisition of Any-Kind, pursuant to a Stock Purchase Agreement, of
even date herewith, the Company has agreed to issue

<PAGE>

to CDA IV Domestic, CDA IV Overseas, Trust, Pegasus I, Pegasus II and
GE Capital, and such Persons have agreed to purchase, Shares.

D. The Company and the other parties to this Agreement desire
to amend and restate the Original Shareholders Agreement to provide
for certain restrictions on the disposition of the Shares and certain
agreements with respect to, and in connection with, the Shares, all
upon the terms, conditions and provisions set forth herein.

A G R E E M E N T S
--------------------
NOW, THEREFORE, the Original Shareholders Agreement is amended
and restated in its entirety to read as follows:

ARTICLE I
----------
Definitions and Provisions of General Application
--------------------------------------------------

1.1 Adoption of Recitals. The parties hereto adopt the
--------------------
foregoing Recitals and agree and affirm that construction of this
Agreement shall be guided thereby.

1.2 Definitions. For purposes hereof:
-----------

"Act" shall mean the Securities Act of 1933, as amended;
---

"Affiliate" shall mean any entity which, at the time of the
---------
applicable determination, an Investor controls, which controls an
Investor, or which is under common control with an Investor, but
does not include the Company or any of its subsidiaries. For the
purposes of the preceding sentence and the definition of Company
Affiliate, "control" means the power, direct or indirect, to
direct or cause the direction of the management and policies of
such entity through voting securities, contract or otherwise;

"Any-Kind" shall have the meaning set forth in the Recitals;
--------

"Appraiser" shall have the meaning set forth in Section
---------
3.5(c);

"Article II Closing" shall have the meaning set forth in
------------------
Section 2.6;

<PAGE>

"Article II Closing Date" shall have the meaning set forth
-----------------------
in Section 2.6;

"Article III Closing" shall have the meaning set forth in
-------------------
Section 3.7;

"Article III Closing Date" shall have the meaning set forth
------------------------
in Section 3.7;

"Board of Directors" shall mean the board of directors of
------------------
the Company;

"Board Fair Market Value" shall have the meaning set forth
-----------------------
in Section 3.5(c);

"Cause" shall mean either of the following with respect to a
-----
Management Shareholder: (i) the Management Shareholder's wilful
refusal, after written notice by the Company, to cure within a
period of 30 days any continuing breach of an employment
agreement between the Company or any of its subsidiaries, on the
one hand, and the Management Shareholder, on the other hand; or
(ii) a final nonappealable adjudication in a criminal or civil
proceeding that the Management Shareholder has committed a fraud
or felony relating to or adversely affecting his employment by
the Company or any of its Subsidiaries;

"CDA IV Domestic" shall have the meaning set forth in the
---------------
Preamble;

"CDA IV Overseas" shall have the meaning set forth in the
---------------
Preamble;

"CDA Funds" shall mean, collectively, CDA IV Domestic and
---------
CDA IV Overseas;

"Commission" shall mean the Securities and Exchange
----------
Commission;

"Company" shall have the meaning set forth in the Preamble;
-------
"Company Affiliate" shall mean any entity which, at the time
-----------------

of the applicable determination, the Company controls, which
controls the Company or is under common control with the Company;

<PAGE>

"Co-Sale Notice" shall have the meaning set forth in Section
--------------
5.3(a);

"Credit Agreement" shall mean that certain Amended and
----------------
Restated Credit Agreement of even date herewith by and among the
Dollar Financial Group, Inc., Bank of America National Trust and
Savings Association, as Admistrative Agent and the other
financial institutions listed therein;

"Cure" shall have the meaning set forth in Section 4.1;
----
"Cure Period" shall have the meaning set forth in Section
-----------
4.1(a);

"Delayed Purchase Notice" shall have the meaning set forth
-----------------------
in Section 4.1(e);

"Demand" shall have the meaning set forth in Section 5.1(a);
------
"Demand Registration" shall have the meaning set forth in
-------------------
Section 5.1(a);

"Desired Price" shall have the meaning set forth in Section
-------------
2.4;

"Election Notice" shall have the meaning set forth in
---------------
Section 5.3(b);

"Employment" with respect to a Management Shareholder shall
----------
mean the employment of such Management Shareholder on a full-time
basis with any of the Company or its Subsidiaries;

"Employment Date" with respect to a Management Shareholder
---------------
shall mean the later of June 30, 1994 or the date of commencement
of such Management Shareholder's employment with the Company or
one of its Subsidiaries;

"Exempt Transferee" of an Investor shall mean (i) any
-----------------
Affiliate of such Investor, (ii) any partner, member or
stockholder of such Investor or of a partner, member, or
stockholder of such Investor, in each case to the extent that
such Transfer is made in accordance with the ownership interests
of such partner, member or stockholder in such Investor or in the
partner, member or stockholder of such Investor, (iii) solely in
the case of CDA Funds, any Individual Fund Shareholder, (as
herein defined) or any

<PAGE>

other fund sponsored by Weiss, Peck & Greer, or (iv) any
liquidating trust for the benefit of the partners, members or
stockholders of such Investor or any such other fund;

"Exchange Act" shall mean the Securities Exchange Act of
------------
1934, as amended;

"Fair Market Value" shall have the meaning set forth in
-----------------
Section 3.5(a);

"Family" shall mean a spouse or descendant (lineal or
------
adopted) or ancestor of an Individual Shareholder, or a spouse of
a descendant or ancestor of an Individual Shareholder, or a
trustee of a trust or custodian of a custodianship primarily for
the benefit of one or more of the foregoing and/or such
Individual Shareholder;

"Gayhardt" shall have the meaning set forth in the Preamble;
--------
"Group" shall have the meaning set forth in Section
------
5.1(a)(i);

"Individual Shareholder" shall mean the Trust, a Management
----------------------
Shareholder or an Individual Fund Shareholder;

"Individual Fund Shareholder" shall mean any of the persons
---------------------------
identified on Schedule I hereto;

"Insurance Proceeds" shall have the meaning set forth in
------------------
Section 3.4(a);

"Investor" shall mean either of the CDA Funds, Pegasus or GE
--------
Capital, or any other Person to whom Shares are hereafter issued
or sold by the Company and who joins in and agrees to be bound by
this Agreement as an Investor, or any of them;

"Management Shareholders" or "Management Shareholder" shall
----------------------- ----------------------
mean Weiss and Gayhardt (who are the only Management Shareholders
as of the date hereof), or any person to whom Shares are
hereafter issued or sold by the Company and who joins in and
agrees to be bound by this Agreement as a Management Shareholder,
or any of them;

"Mandatory Repurchase Event" shall have the meaning set
--------------------------
forth in Section 3.1(b);

<PAGE>

"MMH" shall have the meaning set forth in Recital A;
---
"M/S Fair Market Value" shall have the meaning set forth in
---------------------
Section 3.5(c);

"Negotiation Period" shall have the meaning set forth in
------------------
Section 2.5(a);

"Offer" shall have the meaning set forth in Section 2.5(a);
-----
"Offer Notice" shall have the meaning set forth in Section
------------
2.5(a);

"Offeror" shall have the meaning set forth in Section
-------
2.5(a);

"Option" shall mean an option to purchase Shares which has
------
been granted to a Management Shareholder;

"Pegasus" shall have the meaning set forth in the Preamble;
-------
"Pegasus I" shall have the meaning set forth in the
---------
Preamble;

"Pegasus II" shall have the meaning set forth in the
----------
Preamble;

"Permanent Disability" shall mean a disability due to
--------------------
injuries or sickness pursuant to which a Management Shareholder
is not able to perform the substantial and material duties of
his/her occupation and is receiving care by a physician or
psychologist which is appropriate for the condition causing the
disability, and which continues for a continuous period of at
least one hundred and eighty (180) days;

"Permitted Transferee" shall, except as provided herein,
--------------------
mean a person, other than an Individual Shareholder, to whom
Shares are Transferred pursuant to and in compliance with the
provisions of Section 2.2(a); it being understood that,
regardless to whom a Transfer of Shares is made pursuant to
Section 2.2(a), such Shares shall thereafter continue to be
subject to the terms, provisions and conditions of this
Agreement, unless otherwise decided by the Board of Directors of
the Company;

<PAGE>

"Person" shall mean any individual, sole proprietorship,
------
partnership, joint venture, unincorporated organization,
association, corporation, trust, institution, public benefit
corporation, entity or government;

"Prospectus" shall have the meaning set forth in Section
----------
5.3(b);

"Purchase Money Note" shall have the meaning set forth in
-------------------
Section 3.4;

"Purchase Price" shall have the meaning set forth in Section
--------------
3.3;

"Purchaser" shall mean each Person, other than the Company,
---------
exercising a Repurchase Right pursuant to Section 3.2 or 4.1;

"Registrable Securities" shall mean Shares and any
----------------------
Securities to which Shares shall be converted by reason of any
recapitalization of the Company;

"Registration" shall have the meaning set forth in Section
------------
5.3;

"Registration Expenses" shall have the meaning set forth in
---------------------
Section 5.6(a);

"Registration Statement" shall have the meaning set forth in
----------------------
Section 5.3(a);

"Repurchase Right" shall mean a right to repurchase Shares
----------------
following the Termination of Employment (as hereinafter defined)
of a Management Shareholder as set forth in Articles III and IV;

"SEC" shall mean the Securities and Exchange Commission;
---
"Securities" shall mean securities of the Company,
----------
including, without limitation, Shares;

"Shareholder" shall mean each party to this Agreement
-----------
(including, without limitation, a holder of Warrant Shares),
other than the Company or a Transferee (as herein defined), or
any of them;

<PAGE>

"Shares" shall mean the shares of common stock, without par
------
value, of the Company, inclusive of Warrant Shares and Shares
which are subject to or obtained pursuant to the exercise of
Options granted to a Management Shareholder;

"Subsidiaries" shall mean the subsidiaries of the Company
------------
from time to time;

"Termination of Employment" with respect to a Management
-------------------------
Shareholder shall mean the termination of employment of such
Management Shareholder with the Company or any of its
Subsidiaries such that thereafter such Management Shareholder is
no longer employed by any of the Company or its Subsidiaries;

"Termination Option Notice" shall have the meaning set forth
-------------------------
in Section 3.2(a);

"Third Party Offer" shall have the meaning set forth in
-----------------
Section 2.7;

"Transfer" shall mean any transfer, sale, assignment,
--------
pledge, encumbrance or other disposition of Shares, irrespective
of whether any of the foregoing are effected voluntarily or
involuntarily, by operation of law or otherwise, or whether inter
-----
vivos or upon death;
-----
"Transfer Notice" shall mean a notice of a proposed
---------------
Transfer;

"Transferor" shall mean any Person who desires to Transfer
----------
Shares pursuant to Article II;

"Transferee" shall mean any person to whom the Transferor
----------
Transfers Shares that are not purchased or to be purchased
pursuant to the options exercised under Section 2.7;

"Transit Co" shall have the meaning set forth in Recital A;
----------
"Valuation Date" shall have the meaning set forth in Section
--------------
3.3;

"Warrants" shall mean the warrants represented by those
--------
certain Warrant Certificates dated as of August [8], 1996 by the
Company in favor of the Warrant Holders;

<PAGE>

"Warrant Shares" shall mean shares of common stock issued
--------------
upon exercise of the Warrants; and

"Weiss" shall have the meaning set forth in the Preamble.
-----
1.3 Transferability of Certain Shares. Shares issued by the
---------------------------------
Company pursuant to a stock dividend, stock split, reclassification,
or like action, or pursuant to the exercise of a right granted by the
Company to all its shareholders to purchase Shares on a proportionate
basis, shall be Transferred only, and for all purposes be treated in
the same manner as, and be subject to the same options with respect
to, the Shares which were split or reclassified or with respect to
which a stock dividend was paid or like action taken, or rights to
purchase Shares on a proportionate basis were granted. In the event
of a merger of the Company where this Agreement does not terminate
pursuant to Section 7.5, shares and/or securities convertible into
shares, which are issued in exchange for Shares shall thereafter be
deemed to be Shares which are subject to the terms of this Agreement.

1.4 Duration of Articles II, III, IV, V and VI. Anything
------------------------------------------
contained in this Agreement to the contrary notwithstanding
(including, without limitation, Section 2.3 hereof), the provisions of
Articles II, III, IV, V (except Sections 5.1 through 5.11) and VI of
this Agreement shall be in effect only until such time as (x) Shares
have been sold in public offerings registered with the SEC under the
Act with gross proceeds (before underwriting discounts) of not less
than $35,000,000, (y) such Shares are listed on a national securities
exchange or with NASDAQ, and (z) the number of registered or
beneficial holders of Shares exceeds 500.

1.5 Transfers of Shares. Each holder of Warrant Shares
-------------------
following the exercise of the Warrants, and any Person or entity to
whom Shares or Warrants are to be Transferred (except pursuant to an
effective registration statement filed by the Company with the SEC)
shall execute and deliver, as a condition to such exercise or
Transfer, whatever documents are deemed reasonably necessary by the
Company, in consultation with its counsel, to evidence such party's
joinder in, acceptance of, and agreement with, the obligations with
respect to Shares or Warrants contained in, this Agreement, and
thereupon shall become a party hereto. Subject to Section 5.16, with
respect to a Transfer, such documents shall contain, without
limitation, customary representations and warranties made by
prospective purchasers of

<PAGE>

shares of stock or warrants from an issuer in a privately negotiated
transaction.

ARTICLE II
-----------
Voluntary Transfers of Shares
------------------------------

2.1 General Effect of Agreement. Unless a Transfer of Shares
---------------------------
subject to this Agreement is made in accordance with the provisions of
this Agreement, it shall not be valid or have any force or effect.

2.2 Certain Permitted Transfers of Shares and Options. Anything
-------------------------------------------------
contained in this Agreement to the contrary notwithstanding
(including, unless otherwise noted, the provisions of Section 2.3
hereof), but subject to Section 1.5:

(a) Subject to Section 2.3(d) of this Agreement, Shares may
be Transferred: (i) by an Individual Shareholder to any member of
his Family; (ii) from a member of the Family of an Individual
Shareholder to another member of the Family of that Individual
Shareholder or to that Individual Shareholder; (iii) subject to
the provisions of Section 3.1(a), to the personal representative
of an Individual Shareholder or Permitted Transferee who is
deceased or adjudicated incompetent; (iv) except as otherwise
provided in Section 3.1, by the personal representative of an
Individual Shareholder or Permitted Transferee who is deceased or
adjudicated incompetent to any member of said Individual
Shareholder's or Permitted Transferee's Family; or (v) upon
termination of a trust or custodianship which is a Permitted
Transferee, by the trustee of such trust or custodian of such
custodianship to the person or persons who, in accordance with
the provisions of said trust or custodianship, are entitled to
receive the Shares held in trust or custody. Any Shares
Transferred pursuant to this subparagraph (a) shall be subject
thereafter to the rights of the Company and the Shareholders
under this Agreement;

(b) Subject to Section 2.3(d) of this Agreement, Shares may
be Transferred by (i) any of the Investors to one or more Exempt
Transferees of such Investor and (ii) from such Exempt Transferee
to such Investor or to other Exempt Transferees of such Investor
(and upon any such Transfer pursuant to this Section 2.2(b)
(unless otherwise specifically set forth in this Agreement) the
Exempt Transferees to whom such Shares are Transferred shall have

<PAGE>

the same rights and be subject to the same obligations as the
transferor under this Agreement);

(c) Subject to Section 2.3(d) of this Agreement, Shares may
be pledged to the Company by a Management Shareholder as security
for an indebtedness of such Management Shareholder to the
Company;

(d) Subject to Section 2.3(c), each of the CDA Funds (taken
as a unit) and Pegasus may transfer up to 2,080 Shares in the
aggregate, and GE Capital may transfer up to 1,456 Shares in the
aggregate (such 2,080 and 1,456 Shares, as the case may be,
subject to adjustment for stock dividends, stock splits,
reclassifications, or like actions) to one or more Transferees
who satisfy the requirements of Rule 501(a) of the SEC under the
Act; provided, that (x) each Transferee shall make appropriate
representations and permit appropriate legends necessary to
satisfy any applicable requirements concerning exemption from
registration under the Act and applicable state "blue-sky" laws,
(y) Transferor delivers a legal opinion pursuant to the
requirements of Section 2.3(d) hereof and (z) such Transferee
agrees to comply with this Section 2.2(d) with respect to further
Transfers of Shares; and

(e) Subject to Section 2.3(d), the Warrants or the Warrant
Shares may be Transferred by the holder of the Warrant (or any
portion thereof) or Warrant Shares to: (i) any holder of a Note
(as defined in the Credit Agreement) or (ii) to any Affiliate of
any Lender (as such are terms defined in the Credit Agreement).

2.3 Certain Prohibitions on Transfer. Anything contained in
--------------------------------
this Agreement to the contrary notwithstanding:

(a) No Shares may be Transferred by an Individual
Shareholder, other than pursuant to Section 2.2, Article III,
Section 4.1, or Sections 5.1, 5.2, the Co-Sale right under 5.12,
the co-sale right under 5.14(b) or 5.15, prior to June 30, 1999;

(b) No Shares may be pledged, hypothecated, assigned or
delivered in any manner as security for the indebtedness or
obligation of any person or entity, except that a Management
Shareholder may pledge Shares to the Company as security for an
indebtedness of such Management Shareholder to the Company;

<PAGE>

(c) No Shares may be Transferred to a Transferee pursuant
to Article II if either the CDA Funds, on the one hand, or
Pegasus, on the other hand, notifies the Company and the
Transferor in writing that in their opinion, the ownership of
Shares by the Transferee would have an adverse impact on the
Company and such opinion is not unreasonable. An objection to a
proposed Transferee shall be deemed to be reasonable if the
proposed Transferee is a competitor of the Company;

(d) A Transferor may not Transfer Shares (except pursuant
to an effective registration statement under the 1933 Act)
without first delivering to the Company, if requested by the
Company, an opinion of counsel (reasonably acceptable in form and
substance to the Company) that neither registration nor
qualification under the 1933 Act and applicable state securities
laws is required in connection with such transfer.

2.4 Requirement of Service of a Transfer Notice. No Shares may
-------------------------------------------
be Transferred, except as may be required by or permitted pursuant to
the provisions of Section 2.2, Article III, Section 4.1, or Sections
5.1, 5.2, 5.12, 5.14(b) or 5.15, unless the Transferor first serves a
Transfer Notice upon the Company and each Shareholder, and the
provisions of this Article II are complied with. The Transfer Notice
shall contain the number of Shares that the Transferor desires to
Transfer. A Transfer Notice may not be served with respect to a
proposed Transfer which, if consummated, would be prohibited pursuant
to Section 2.3.

2.5 Offers Pursuant to Delivery of a Transfer Notice. Following
------------------------------------------------
the service of a Transfer Notice, the following shall occur:

(a) during the twenty (20) day period commencing on the
date of service of the Transfer Notice, each Shareholder shall
have the right to offer to purchase all, but not less than all,
of the Shares described in the Transfer Notice by delivering a
notice (the "Offer Notice") to the Transferor, setting forth such
Shareholder's offer to purchase such Shares and the price at
which such Shareholder offers to purchase such Shares. Each such
Shareholder submitting an Offer Notice is referred to herein as
an "Offeror", and each offer contained in an Offer Notice is
referred to herein as an "Offer". Each Offer Notice shall
provide that the Offer set forth therein is irrevocable for a
period of twenty (20) days from the date of expiration of the
twenty (20) day

<PAGE>

period described in the first sentence of this paragraph (a) (the
"Negotiation Period");

(b) during the Negotiation Period, the Transferor shall
have the right to negotiate with any or all the Offerors, each of
whom shall have the right to increase (but not decrease) his
Offer during the Negotiation Period;

(c) within ten (10) days after the expiration of the
Negotiation Period, the Transferor may either (i) accept any
Offer, by written notice delivered to an Offeror, or (ii) reject
all Offers, by written notice delivered to all Offerors. If the
Transferor fails to deliver a written notice pursuant to the
preceding sentence within said ten day period, the Transferor
shall be deemed to have accepted the highest of such Offers.

(d) Any two or more of the Shareholders may submit a joint
Offer. If a joint Offer is submitted and is thereafter accepted
by the Transferor as provided herein, the Offerors submitting the
joint Offer shall purchase the Shares described in the Transfer
Notice in such proportions as the Shareholders submitting the
joint Offer shall agree. If two or more Shareholders submit
Offers at the same price for the Shares, the Transferor may (i)
accept any one of the Offers, or (ii) accept any two or more of
the Offers. If the Transferor shall accept two or more Offers at
the same price, each Offeror whose Offer has been accepted shall
purchase a number of the Shares described in the Transfer Notice
which bears the same ratio to the total number of Shares
described in the Transfer Notice as the number of Shares owned by
each such Offeror bears to the number of Shares owned by all such
Offerors. For the purposes of the preceding sentence, Shares
owned by a Permitted Transferee of an Offeror shall be deemed to
be owned by the last Offeror to own such Shares.

2.6 Effect of Acceptance of Offer. If one or more Offers is
-----------------------------
accepted by the Transferor as provided in Section 2.5, the Shares
described in the Transfer Notice shall be sold to the Offeror who
submitted such Offer(s) which the Transferor accepted, on the terms of
the Offer. Any purchase of Shares pursuant to the acceptance of an
Offer shall be consummated ("Article II Closing") at the Company's
principal office at 10:00 a.m., prevailing local time, on the date
("Article II Closing Date") which is the later of (x) 15 days after
the date on which an Offer is accepted (or deemed accepted) by the
Transferor or (y) the third business day following the earlier of the

<PAGE>

expiration or early termination of the waiting period under Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended or any
successor law ("HSR Act"), if notification of the Transfer of shares
would be required under the HSR Act. If said date is a Saturday,
Sunday or legal holiday, the Article II Closing shall take place at
the same time and place on, and the Article II Closing Date shall be,
the next succeeding business day. At the Article II Closing, the
Transferor shall deliver certificates representing the Shares being
purchased, duly endorsed, and the Shareholder or Shareholders
purchasing the Shares shall pay for the Shares purchased by wire-
transfer of immediately available funds.

2.7 Transfer if Offer not Accepted. If all Offers are rejected
------------------------------
by the Transferor, or no Offers are made by any of the Shareholders,
for a period extending until such date which is 120 days after date of
expiration of the Negotiation Period, the Transferor may solicit
written offers from any Person or Persons who are not Shareholders to
purchase all, but not less than all, of the Shares at the price which
is not less than 95% of the highest price offered in an Offer Notice,
payable in cash. Any offer submitted by any such Person within said
120 day period is referred to herein as a "Third Party Offer" and any
Person making a Third Party Offer is referred to herein as a
"Transferee". If the Transferor shall receive a Third Party Offer
within such period, the Transferor shall forthwith deliver copies of
the Third Party Offer to the Investors. The Investors (other than any
Transferor) shall each have ten (10) days from the date of delivery of
the Third Party Offer to exercise their right to object to the party
making the Third Party Offer, as provided in Section 2.3(c). If no
such objection is given within said ten (10) day period, subject to
Section 5.12, the Transferor may accept the Third Party Offer. If no
Third Party Offer meeting the requirements of this Section 2.7 is
received by the Transferor during said 120 day period, the Transferor
may not thereafter Transfer Shares pursuant to this Article II (other
than Section 2.2 thereof) without again complying with the provisions
of Sections 2.4 through 2.7.

2.8 Effect of Shares in Hands of the Transferee. Shares which
-------------------------------------------
are Transferred to a Transferee pursuant to Section 2.7 shall
thereafter continue to be subject to all restrictions on Transfer and
all other agreements, provisions, terms and conditions which are
contained in this Agreement, and, without limiting the generality of
the foregoing, the Transferee must comply with the provisions of this
Article II if he shall desire to Transfer any such Shares, as if the
Transferee was a Shareholder. However, such Transferee shall not
have any of the

<PAGE>

rights which are given to Shareholders or (without limiting the
generality of the foregoing) the Investors pursuant to the provisions
of this Agreement.

ARTICLE III
------------
Certain Repurchase Obligations and Rights
------------------------------------------
3.1 Mandatory Repurchase of Shares in Certain Events. Unless
------------------------------------------------
otherwise agreed by the Company and a Management Shareholder:

(a) upon the occurrence of a Mandatory Repurchase Event (as
defined below) with respect to a Management Shareholder, the
Company shall purchase, and the Management Shareholder (or his
personal representative, as the case may be) and each Permitted
Transferee owning Shares which such Management Shareholder was
the last Management Shareholder to own shall sell, all of the
Shares owned by such Management Shareholder and all such Shares
owned by such Permitted Transferee, all in the manner, for the
price and on the terms and conditions contained in Sections 3.3,
3.4, 3.5, 3.6, 3.7 and 3.8 of this Article III;

(b) a "Mandatory Repurchase Event" shall mean the
occurrence of either of the following events:

(i) the Termination of Employment of such Management
Shareholder by reason of death or Permanent Disability; or

(ii) the death of such Management Shareholder following
the Termination of Employment of such Management Shareholder
in the case where the Management Shareholder and his
Permitted Transferees did not sell all Shares owned by them
respectively pursuant to the other provisions of this
Section 3.1 or pursuant to Section 3.2 below.

3.2 Repurchase Rights in Certain Events. Upon the Termination
-----------------------------------
of Employment of a Management Shareholder in a manner which does not
constitute a Mandatory Repurchase Event:

(a) the Company shall have a Repurchase Right (exercisable
by service of written notice upon such Management Shareholder,
each Permitted Transferee owning Shares and/or Options which such
Management Shareholder was the last Management Shareholder to
own, the other Management

<PAGE>

Shareholders and the Investors, within the 30-day period next
following the date of such Termination of Employment) to purchase
all or any portion of the Shares owned by such Management
Shareholder and each Permitted Transferee owning Shares which
such Management Shareholder was the last Management Shareholder
to own, all in the manner, for the price and on the terms and
conditions contained in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8
of this Article III; and in the event that the Company does not
exercise the foregoing Repurchase Right with respect to all of
the Shares that may be purchased by reason of the operation of
this Section 3.2, then the Company shall notify each of the other
Management Shareholders, the CDA Funds, Pegasus and GE Capital of
(i) such Management Shareholder's Termination of Employment as
described in this Section 3.2 and (ii) the number of Shares owned
by such Management Shareholder and all Permitted Transferees
owning Shares which the Management Shareholder was the last
Management Shareholder to own as to which the Company did not
exercise its Repurchase Right (the "Termination Option Notice");

(b) following the delivery of the Termination Option
Notice, each of the other Management Shareholders and each of the
Investors (and/or any of their Exempt Transferees) shall have a
Repurchase Right (exercisable by service of written notice upon
such Management Shareholder, each Permitted Transferee owning
Shares which such Management Shareholder was the last Management
Shareholder to own, the other Management Shareholders, the
Investors and the Company, within the 20-day period next
following the date of delivery of the Termination Option Notice)
to purchase all or any portion of the Shares which were not
purchased by the Company pursuant to paragraph (a), all in the
manner, for the price and on the terms and conditions contained
in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 of this Article III.

(c) if the respective Repurchase Rights exercised by the
Company and the Purchasers call for the purchase, in the
aggregate, of more than the number of Shares subject to purchase,
or if pursuant to the applicable provisions of Section 4.1, more
than one Purchaser exercises a Repurchase Right, to purchase
Shares, and if the Repurchase Rights which are so exercised by
the Purchasers, or by the Purchasers and the Company, call for
the purchase, in the aggregate, of more than the number of Shares
which are subject to repurchase, then the Company shall purchase
the number of Shares for which it has exercised a Repurchase

<PAGE>

Right, and the following shall apply with respect to the
Purchasers:

(i) the Purchasers may jointly purchase the Shares
which are purchasable by them, and divide them among
themselves in such proportions as they, in their sole
discretion, deem advisable;

(ii) if the Purchasers fail to so divide said Shares
within 10 days next following the expiration of the last
period in which Repurchase Rights may be exercised, the
Company shall purchase all Shares as to which it has
exercised a Repurchase Right, and each Purchaser shall
purchase from the Shares remaining after such purchase, a
number of Shares ("Proportionate Number") which bears the
same ratio to the number of Shares to be purchased by all
Purchasers as the number of Shares owned by such Purchaser
(and its Exempt Transferees) bears to the aggregate number
of Shares owned by all Purchasers (and their Exempt
Transferees) exercising Repurchase Rights, unless one or
more Purchasers serve notices purporting to exercise their
Repurchase Rights as to fewer than such Purchaser's
Proportionate Number of Shares;

(iii) if one or more Purchasers serve notices
purporting to exercise their respective Repurchase Rights as
to fewer than such Purchaser's Proportionate Number of
Shares, each such Purchaser shall purchase the number of
Shares specified in his notice of exercise of Repurchase
Rights and the other Purchasers shall purchase the remaining
Shares in ratios established by a like calculation to the
calculation set forth in subparagraph (ii) of this paragraph
(c), but excluding from all calculations therein both the
Shares owned, and the Shares purchased, by the Purchasers
who have exercised Repurchase Rights to purchase fewer than
their respective Proportionate Number of Shares; provided,
--------
however, that no Shareholder shall, by reason of the
-------
foregoing, be required to purchase more than the number of
Shares with respect to which it has exercised a Repurchase
Right.

For the purposes of this paragraph (c), Shares owned by a
Permitted Transferee of a Management Shareholder shall be deemed
to be owned by the last Management Shareholder to own those
Shares.

<PAGE>

3.3 Purchase Price of Shares. The purchase price ("Purchase
------------------------
Price") of Shares to be purchased pursuant to Section 3.1 or 3.2 shall
be the Fair Market Value per Share (as defined in Section 3.5), as of
the last day of the month most recently ended prior to the date on
which the applicable event giving rise to the purchase of Shares
occurred (the "Valuation Date").

3.4 Manner of Payment. The Purchase Price shall be paid in the
-----------------
following manner:

(a) an amount equal to 33-1/3% of the Purchase Price shall
be paid on the Article III Closing Date; provided, however, that
-------- -------
if the Company or any Subsidiary shall have obtained insurance on
the life of a Management Shareholder whose Shares (or Shares
owned by his Permitted Transferees) are to be purchased pursuant
to Section 3.1 for the purpose of providing funds with which to
purchase such Shares, and in the event the proceeds of such
insurance ("Insurance Proceeds") exceed the portion of the
Purchase Price which is payable on the Article III Closing Date
in cash but for the operation of this proviso, and if the
Insurance Proceeds have been collected on the Article III Closing
Date, an amount equal to such Insurance Proceeds but not in
excess of the Purchase Price for the Shares purchased by the
Company shall be paid in cash toward the Purchase Price on the
Article III Closing Date (it being understood that if the
Insurance Proceeds are collected by the Company or any Subsidiary
after the Article III Closing Date, the Company shall make a
mandatory prepayment under the note(s) delivered by the Company
pursuant to this Section 3.4 of the amount by which the Insurance
Proceeds exceed the amount which was paid on the Article III
Closing Date, forthwith following collection thereof, with all
installments coming due under said note(s) to be reduced
ratably); and

(b) the balance of the Purchase Price shall be paid in two
equal annual installments on the first and second anniversaries,
respectively, of the Article III Closing Date. The principal
amount of the balance of the Purchase Price remaining from time
to time unpaid shall bear interest, payable on the same dates as
each installment of principal, at a rate per annum equal to the
lowest rate per annum which will not result in any portion of the
purchase price of the Shares being deemed to be unstated
interest or original issue discount under the provisions of the
Code. If pursuant to the previous sentence the interest rate,
but for the operation of this sentence, would be zero percent,
the interest rate shall be determined as if the sales price

<PAGE>

was sufficiently high to require application of the unstated
interest or original issue discount provisions of the Code.

In the event a Management Shareholder is indebted to the Company under
a Promissory Note evidencing a portion of the subscription price or
option exercise price of his Shares (a "Purchase Money Note"), the
aggregate principal balance, and all accrued interest, outstanding
under said Purchase Money Note as of the Article III Closing Date
shall be offset (x) against the Purchase Price payable by the Company
and (y) ratably under the installment payments due and to become due
with respect thereto, except that all payments shall be applied first
to accrued interest owed under the Purchase Money Note and the
remainder to the principal thereof. The portion of the Purchase Price
which is not paid on the Article III Closing Date shall be evidenced
by a non-negotiable promissory installment note or notes made by the
Company and/or other Purchaser of the Shares pursuant to this Article
III or Article IV hereof, such note or notes to be in a commercially
reasonable form (including, without limitation, rights of acceleration
thereunder), providing for payment of the unpaid balance of the
Purchase Price and interest thereon, all as herein provided. Each
such promissory installment note shall provide that it may be prepaid
at any time or from time to time, in whole or in part, without
premium, penalty or notice. If there is more than one seller of such
Shares, a separate note shall be issued to each seller of such Shares.
Each note shall provide that a default under any other note made by
the maker thereof to a Management Shareholder or his Permitted
Transferees pursuant to this Article III shall be a default under all
notes made by the maker thereof to such Management Shareholder or his
Permitted Transferees pursuant to this Article III. Any notes which
are made by the Company, Management Shareholders or any of the
Investors shall be secured by a pledge of the Shares so purchased and
shall be with full recourse to the maker, provided, however, that
where the maker is a direct or indirect Exempt Transferee or a
Permitted Transferee of an Investor or a Management Shareholder (and
where such Shares had not been Transferred to an Exempt Transferee or
Permitted Transferee pursuant to a transaction where such Exempt
Transferee received substantially all of the assets then held by such
Investor), then, at the option of the Payee, the note shall be issued
with full recourse to the last Investor or Management Shareholder who
had owned such Shares. In the event any of the Shares are purchased
by any Purchasers, and in the event a Purchase Money Note shall be
outstanding as of the Article III Closing Date, the Management
Shareholder, on his own behalf and on behalf of his Permitted
Transferees, may direct that out of the Purchase Price otherwise
payable to such Management Shareholder and/or such

<PAGE>

Permitted Transferees from such Purchasers, to the extent the Company
has not purchased Shares and offset the Purchase Money Note against
the Purchase Price, funds shall be paid directly to the Company in
payment of the accrued interest and the unpaid principal amount of
Purchase Money Note that would have been offset as provided above if
the Company had purchased all of the Shares being purchased by such
Purchasers.

3.5 Fair Market Value. Fair Market Value shall be determined as
-----------------
follows:

(a) for the purposes of this Article III, unless otherwise
provided by the terms of this Section 3.5, the "Fair Market
Value" of each of the Shares shall be determined on the basis of
the fair market value of the entire common equity of the Company
as of the Valuation Date, less an appropriate discount for lack
of liquidity and minority interest;

(b) during the 60 day period following the date on which a
Mandatory Repurchase Event occurs or a Repurchase Right is
exercised (as the case may be), the Management Shareholder with
respect to whom such event occurred or such right was exercised
(as the case may be), or his personal representative, on the one
hand, and the Board of Directors (following consultations with
the Purchasers, if Purchasers other than the Company are
exercising a Repurchase Right), on the other hand, shall attempt,
reasonably and in good faith, to agree upon the Fair Market
Value;

(c) in the event that the Management Shareholder (or his
personal representative, as the case may be) and the Board of
Directors are unable to so agree, then within ten business days
after the expiration of said 60 day period, the Board of
Directors and such Management Shareholder (or his personal
representative, as the case may be) shall mutually agree upon,
and retain, a nationally recognized independent appraiser of
closely held businesses (the "Appraiser"). The Management
Shareholder (or his personal representative, as the case may be),
on the one hand, and the Board of Directors, on the other hand,
shall each submit to the Appraiser such parties' respective
opinions as to the Fair Market Value, together with such
supporting data as such party deems relevant. The Appraiser
shall then conduct its own evaluation of such opinions and such
data, and shall conduct such independent procedures and
investigation as the Appraiser shall deem necessary in order to
form an opinion as to the Fair Market Value. However, the
Appraiser shall

<PAGE>

be limited to selecting, as the Fair Market Value, either (x) the
opinion of the Management Shareholder (or his personal
representative, as the case may be), or (y) the opinion of the
Board of Directors. The Appraiser shall give written notice of
its determination to the Management Shareholder (or his personal
representative, as the case may be) and the Company. The Fair
Market Value as determined by the Board of Directors pursuant to
this Section 3.5 shall be the "Board Fair Market Value" and the
Fair Market Value as determined by the Management Shareholder (or
his personal representative) shall be the "M/S Fair Market
Value". If the Appraiser shall select the Board Fair Market
Value, the fees and costs of the Appraiser shall be paid by the
Management Shareholder (or his personal representative, as the
case may be). If the Appraiser shall select the M/S Fair Market
Value, the fees and costs of the Appraiser shall be paid by the
Company;

(d) notwithstanding the foregoing, in the event that within
twelve (12) months next following the Article III Closing Date,
(x) the Company shall issue or sell any equity securities (other
than non-participating, non-voting preferred stock not
convertible into common shares), or (y) an Investor shall sell
any Shares, at a price having a present value at the time of the
issuance or sale in excess of the Fair Market Value of each of
the Shares of a Management Shareholder which was sold pursuant to
this Article III (subject to adjustments for stock splits,
reverse stock splits, reclassifications, stock dividends and like
actions), then for the purposes of this Section 3.5 the Fair
Market Value shall be deemed to be the price per Share at which
such Shares were issued or sold (subject to adjustments for stock
splits, reverse stock splits, reclassifications, stock dividends
and like actions). In such event, the Company and/or the
Purchasers (as the case may be) shall make such adjustments to
the Purchase Price as shall be required in order that the total
amount payable to the Management Shareholder (or his personal
representative) and his Permitted Transferees equals what the
Purchase Price would have been if said deemed Fair Market Value
had been known as of the Article III Closing Date.

3.6 Priorities. In the event a Repurchase Right with respect to
----------
a Management Shareholder shall arise at any time after which such
Management Shareholder shall have delivered a Transfer Notice but
prior to the time any Offer or Third Party Offer shall have been
accepted with respect to such Transfer Notice, or in the event both
Repurchase Rights and obligations to purchase

<PAGE>

shall arise under Sections 3.1 and/or 3.2 of Article III, the
following rules of priority shall be applied:

(a) as between the provisions of Article II and Sections
3.1 and 3.2 of this Article III, Sections 3.1 and 3.2 shall have
priority;

(b) as between Sections 3.1 and 3.2, Section 3.1 shall have
priority.

3.7 Article III Closing. Subject to the remainder of this
-------------------
Section 3.7, any purchase of Shares pursuant to this Article III shall
be consummated ("Article III Closing") at the Company's principal
office at 10:00 a.m., prevailing business time, on the date ("Article
III Closing Date") which is (x) the 90th day after the date of
occurrence of the event giving rise to the Repurchase Right or
obligation to purchase Shares pursuant to this Article III, unless an
appraisal demand is exercised, or (ii) in the event an appraisal
demand is exercised pursuant to Section 3.5, the 30th day after the
date on which the Company receives the written report of the Appraiser
pursuant to Section 3.5. The Company may, in its sole discretion upon
not less than three days prior notice to the respective Transferor(s),
accelerate the Article III Closing to any other date which is after
the date of occurrence of such event and, in the case where an
appraisal has been conducted pursuant to Section 3.5, after the
receipt by the Transferor and respective Transferee(s) of a written
report of the Appraiser pursuant to Section 3.5, in which event such
accelerated date, subject to the next following sentence, shall be the
Article III Closing Date. If said date is a Saturday, Sunday or legal
holiday, the Article III Closing shall occur at the same time and
place on, and the Article III Closing Date shall be, the next
succeeding business day. At the Article III Closing, each Person
selling Shares shall deliver certificates representing the Shares
being purchased, duly endorsed, and each shall furnish such other
evidence, including applicable inheritance and estate tax waivers and
releases, as may reasonably be necessary to effect the Transfers of
Shares. The Company and/or other Purchaser shall make the payments,
deliver the notes, and effect the pledges, which are set forth in
Section 3.4.

3.8 Failure to Deliver Shares. In the event the Company,
-------------------------
Management Shareholders or Investors exercise one or more options to
purchase Shares pursuant to this Article III, or the Company becomes
obligated to purchase Shares pursuant to this Article III, and in the
event a Management Shareholder or Permitted Transferee whose Shares
are to be purchased pursuant to this

<PAGE>

Article III fails to deliver them on the Article III Closing Date, the
Company and/or such Shareholders purchasing Shares pursuant to this
Article III may elect to deposit the cash and promissory note
representing the Purchase Price with an escrow agent. In the event
the Company and/or such Shareholders do so, the Shares shall be deemed
for all purposes (including the right to vote and receive payment of
dividends) to have been transferred to the purchasers thereof, the
Company shall issue new certificates representing the Shares to the
purchasers thereof, and the certificates registered in the name of the
Shareholders obligated to sell them shall be deemed to have been
cancelled and to represent solely a right to receive payment of the
Purchase Price, without interest, from the escrow. If the proceeds of
sale have not been claimed by the Management Shareholder and each
Permitted Transferee whose Shares were purchased pursuant to this
Article III prior to the third anniversary of the Article III Closing
Date, the escrow deposits, and all interest earned thereon, shall be
returned to the respective depositors, and the Management Shareholder
and each Permitted Transferee whose Shares were purchased shall look
solely to the purchasers for payment of the purchase price. The
escrow agent shall not be liable for any action or inaction taken by
him in good faith.

ARTICLE IV
-----------
Restrictions on the Company's Ability to
Purchase and Pay for Shares
-----------------------------------------

4.1 Restriction on the Company's Right to Purchase.
----------------------------------------------
Notwithstanding anything to the contrary contained in this Agreement,
the Company shall not have the right to exercise any Repurchase Right
to purchase such number of Shares, and shall not be obligated to
purchase such number of Shares, if such purchase would result in a
violation of applicable law (including, without limitation, the
applicable corporate law of the Company's state of incorporation) or
of any contract to which the Company shall be a party (including,
without limitation, a violation of any covenants which may be
contained in any loan agreement or indenture in effect from time to
time), subject to the following:

(a) the Company shall, during the six month period (the
"Cure Period") following the date on which the Article III
Closing would have occurred but for the provisions of this
Section 4.1, use reasonable efforts and take such actions as may
be necessary (including, without limitation, remedying any
impairment of its capital or reconstituting its surplus) so that
the Company may purchase the Shares

<PAGE>

without such purchase constituting a breach of contract or
violation of law, as the case may be (which shall not entail or
require the sale of additional securities). Any such actions, if
effective, are referred to herein as a "Cure". Within ten days
next following the end of the Cure Period, the Company shall
notify the Management Shareholder and all Permitted Transferees
whose Shares are subject to purchase under Article III, of
whether a Cure has been effected;

(b) if the Company shall not have effected a Cure within
the Cure Period that will enable it to purchase all Shares which
it could not purchase on the date on which the Article III
Closing would have occurred but for the operation of this Section
4.1, then, immediately after the expiration of the Cure Period,
the Company shall give notice of that fact to each of the
Management Shareholders and each of the Investors, and the
Management Shareholders and each of the Investors shall have
Repurchase Rights as to the remaining Shares to the same extent
as if they arose pursuant to Sections 3.2(b) and 3.2(c) (except
that the periods in which such rights may be exercised shall be
measured from the date of notice of expiration of the Cure
Period), for the price and on the terms and conditions with
respect to which such Shares were purchasable by the Company;

(c) if the respective Repurchase Rights exercised by the
Management Shareholders and the Investors pursuant to paragraph
(b) call for the purchase in the aggregate of more than the
number of Shares subject to purchase under the options described
in paragraph (b), then the provisions of Section 3.2(c) shall
apply;

(d) if the Repurchase Rights granted pursuant to paragraph
(b) are not exercised, or the respective Repurchase Rights
exercised by the Management Shareholders and the Investors
pursuant to paragraph (b) call for the purchase in the aggregate
of less than the number of Shares subject to purchase under
paragraph (b), and if those Repurchase Rights arose by reason of
the Company's inability, under paragraphs (a) and (b) of this
Section 4.1, to fulfill its obligation to purchase Shares arising
pursuant to Section 3.1, then from and after the date on which
said Repurchase Rights are no longer exercisable, the Shares
which the Company would have been obligated under Section 3.1 to
purchase, but for this Section 4.1, shall thereafter no longer be
subject to Section 3.1, but shall

<PAGE>

remain subject to all remaining provisions of this Agreement, and
shall further be subject to paragraph (e);

(e) in the event Shares are not purchased pursuant to
Section 3.1 by reason of the application of the foregoing
provisions of this Section 4.1, and in the event the Company
shall thereafter become able to purchase the Shares without
violating applicable law or any agreement to which it is a party,
it shall give written notice of that fact to the personal
representative of the deceased Management Shareholder and his
Permitted Transferees (the "Delayed Purchase Notice"). In the
event the Company shall give a Delayed Purchase Notice, the
Management Shareholder or the personal representative of the
deceased Management Shareholder (or, if the Shares shall have
been distributed to the heirs or devisees of the deceased
Management Shareholder, such heirs or devisees) and such deceased
Management Shareholder's Permitted Transferees, shall each have
the option, exercisable not later than 90 days after the date of
delivery of the Delayed Purchase Notice, to sell to the Company
all (but not less than all) of the Shares owned by such
Management Shareholder, personal representative, heir, devisee or
Permitted Transferee (as the case may be), at the price and on
the terms contained in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8
of Article III; provided, however, that for the purposes of the
-------- -------
foregoing (x) the Valuation Date shall be the last day of the
month next preceding the month in which the Delayed Purchase
Notice is delivered; and (y) the Management Shareholder or the
personal representative of the deceased Management Shareholder,
as the case may be, shall act on his own behalf and on behalf of
such heirs, devisees and Permitted Transferees for the purposes
of Section 3.5.

Each Shareholder purchasing Shares pursuant to the Repurchase Rights
set forth in paragraph (d) shall be obligated to pay only that portion
of the Purchase Price as is attributable to the Shares purchased by
him. In the event the Company, the Management Shareholders and/or the
Investors purchase Shares pursuant to this Article IV, the time of
closing of such purchase and the maturity dates of the installment
payments following the Article III Closing Date shall all be extended
in order to accommodate the additional periods of time contemplated by
this Section 4.1 in connection with the effecting of a Cure and/or the
exercise of the Repurchase Rights set forth in paragraph (b).

4.2 Restriction on the Company's Obligation to Make Payments.
--------------------------------------------------------
Notwithstanding any provision of this Agreement to the

<PAGE>

contrary, the Company's obligations contained herein to make any
payment during a fiscal year on account of the Purchase Price of
Shares which it has previously purchased, or with respect to which it
is obligated to purchase or has a Repurchase Right pursuant to
Sections 3.1 or 3.2, respectively, of this Agreement, shall be
suspended to the extent the making of such payment, together with the
making of all other payments to be made during such fiscal year on
account of the Company's purchases of Shares pursuant to this
Agreement, would result in a violation of applicable law (including,
without limitation, the corporate law of the state of the Company's
incorporation), or the terms of any contract (including, without
limitation, any covenant contained in any loan agreement or indenture
to which the Company is a party). In the event applicable law or the
terms of any contract would be so violated:

(a) subject to the right provided in paragraph (b), if the
Article III Closing has occurred, the Company's obligation to
make such payments shall be tolled until such time as such law or
contract (as the case may be) would not be violated by the making
of such payment, in which event interest shall continue to accrue
under the notes which were delivered on the Article III Closing
Date; and

(b) if any portion of the Company's obligation to a former
Management Shareholder or former Permitted Transferee, as the
case may be, has been tolled pursuant to paragraph (a) for a
period in excess of one year from the date on which the
obligation was originally payable, said former Management
Shareholder or former Permitted Transferee, by written notice
delivered to the Company, may elect to rescind the sale of all
Shares the proceeds of sale of which are represented by unpaid
notes made by the Company which are owed to that former
Management Shareholder or former Permitted Transferee. Upon any
such rescission, the Shares which are reissued to that former
Management Shareholder or former Permitted Transferee shall be
subject to the provisions of this Agreement, as if they had never
been repurchased by the Company, and, if reissued, the former
Management Shareholder or former Permitted Transferee, shall
again be a Management Shareholder or Permitted Transferee (as the
case may be) for the purposes of this Agreement.

In the event payments are suspended pursuant to this Section 4.2, at
such time as the Company is able to resume making payments without
violation of such law or covenant, the Company shall first make
payment of arrearages on a proportional (to the amount

<PAGE>

of the arrearages, and to the oldest arrearages first) basis, and
shall then make regularly scheduled payments. In the event that the
Company shall enter into a loan agreement pursuant to which loans
outstanding on a Article III Closing Date are refinanced, the Company
shall use its best efforts to obtain a restriction on payments in
respect of purchases of its Shares which is no less restrictive to the
Company than the restriction in effect on the Article III Closing
Date.

ARTICLE V
----------
Demand, Piggyback, Co-Sale and Preemptive Rights
-------------------------------------------------

5.1 Demand Registration Rights. Each of the three Groups (as
--------------------------
herein defined) shall have the following Demand Registration rights:

(a) at any time after 90 days after the first registration
of shares of common stock of the Company under the Act (other
than any registrations on Form S-8 or any form substituting
therefor), any Group may make a written request of the Company (a
"Demand") for registration with the Commission, under and in
accordance with the provisions of the Act and this Section 5.1,
of all or part of its Registrable Securities (a "Demand
Registration"), subject to the following:

(i) As used herein, each of (w) the CDA Funds, (x)
Pegasus, and (y) GE Capital shall be considered a "Group".
The Investors shall be entitled to the following number of
Demands: (x) each Group shall each be entitled to two
Demand Registrations (other than Demand Registrations on
Form S-3 promulgated by the Commission or any successor
form), and (y) at any time at which the Company is eligible
to register Registrable Securities on Form S-3 or any
successor form, each Group shall be entitled to an unlimited
number of Demand Registrations on Form S-3;

(ii) if:

(A) the Company has filed, or has taken
substantial steps toward filing, a registration
statement relating to any of the Company's securities,
and the managing underwriter of the offering to which
such registration relates or, if not an underwritten
offering, the Board of Directors, is of the opinion
that the filing of a

<PAGE>

Registration Statement relating to a Demand
Registration would adversely affect the offering by the
Company of, or the market for, its securities; or

(B) the Board of Directors determines in the
exercise of its reasonable judgment that the Company's
ability to pursue a contemplated merger, acquisition,
significant sale of assets or other significant
business transaction (authorization for the negotiation
of which has been obtained from the Board of Directors)
would be adversely affected by the filing of a
Registration Statement with respect to a Demand
Registration;

the Company may defer such Demand Registration for a single
period not to exceed 120 days; and

(iii) if the Company shall elect to defer any Demand
Registration pursuant to the terms of subparagraph (ii), no
Demand shall be deemed to have been made for the purposes of
this Section 5.1 unless and until the Demand Registration
has become effective in accordance with paragraph (b) below;

All Demands made pursuant to this paragraph (a) shall specify the
aggregate number of Registrable Securities requested to be
registered, the intended methods of disposition thereof (if
known) and the anticipated price per Share (expressed as a
minimum price before expenses and commissions) at which the
Registrable Securities will be sold pursuant to the Demand
Registration;

(b) a Demand shall not be counted as such for the purposes
of paragraph (a) until the Registration Statement relating
thereto shall have been (i) filed with the Commission, (ii)
declared effective by the Commission and (iii) maintained
continuously effective for a period of at least 120 days or such
shorter period when all Registrable Securities included therein
have been sold in accordance with such Demand Registration. If a
Demand Registration shall have occurred, a subsequent Demand
shall not be made by any Group prior to 120 days after the
expiration of the period described in the preceding sentence;

(c) immediately upon receipt of a Demand, the Company shall
give written notice to all Shareholders and all holders of
Warrants (so long as such Warrants are

<PAGE>

exercisable), stating that a member of a Group has made a Demand.
Each remaining Shareholder and all holders of Warrants (so long
as such Warrants are exercisable) upon written notice to the
Company delivered within 15 days next following the date on which
the Demand is made, may elect to include all or any portion of
its respective Registrable Securities in the Demand Registration.
If, however, in any Demand Registration the managing underwriter
or underwriters thereof (or in the case of a Demand Registration
not being underwritten, an independent underwriter, of nationally
recognized standing, selected by the holders of a majority of the
Registrable Securities being registered therein, whose fees and
expenses shall be borne by the Company), shall advise the Company
in writing that in its or their reasonable opinion the number of
securities proposed to be sold in such Demand Registration
exceeds the number that can be sold in such offering without
having a material adverse effect on the success of the offering
or the market for the Registrable Securities, the Company will
include in such Demand Registration only the number of
Registrable Securities which, in the reasonable opinion of such
underwriter or underwriters, can be sold without having a
material adverse effect on the success of the offering or the
market for the Registrable Securities, in the following order of
priority:

(i) first, the Registrable Securities requested to be
included in such Demand Registration by the holder of
Registrable Securities who have made such requests in
accordance with paragraphs (a) and (c) of this Section 5.1;
provided, however, that if in the opinion of such
-------- -------
underwriter(s), not all such Registrable Securities can be
so included without having a material adverse effect on the
success of the offering or the market for the Registrable
Securities, the number of Registrable Securities which in
the opinion of such underwriters can be included shall be
allocated pro rata among the holders of such Registrable
Securities on the basis of the respective numbers of
Registrable Securities requested to be included by each of
them;

(ii) second, Registrable Securities to be issued and
sold by the Company requested to be included in such Demand
Registration shall be included, but only to the extent that
in the opinion of such underwriter(s) they may be included
without having a material adverse

<PAGE>

effect on the success of the offering or the market for the
Registrable Securities;

(d) if a Demand Registration is to be an underwritten
offering, the Group which made the Demand shall select a managing
underwriter or underwriters of recognized national standing to
administer the offering, who shall be approved by the Board of
Directors in accordance with Section 6.4(a).

5.2 Piggyback Registration Rights. The Shareholders and holders
-----------------------------
of Warrants (so long as such Warrants are exercisable) shall have the
following Piggyback Registration rights:

(a) whenever during the period commencing on the date
hereof and ending on the tenth anniversary of the date hereof the
Company proposes to register any equity securities under the Act
(other than any registrations on Form S-4 or S-8 or any form
substituting therefor), the Company will give written notice to
all holders of Registrable Securities and the Warrants (so long
as such Warrants are exercisable), at least 30 days prior to the
anticipated filing date, of its intention to effect such a
registration, which notice will specify the proposed offering
price (if known), the kind and number of securities proposed to
be registered, the distribution arrangements and such other
information that at the time would be appropriate to include in
such notice. Subject to paragraph (b) below, the Company shall
include in such registration all Registrable Securities with
respect to which written requests for inclusion therein have been
delivered by holder of Registrable Securities to the Company
within 15 business days after the date of delivery of the
Company's notice (a "Piggyback Registration"). Except as may
otherwise be provided in this Article V, Registrable Securities
with respect to which such requests for registration have been
received will be registered by the Company and offered for sale
to the public in a Piggyback Registration pursuant to this
Article V on the same terms and subject to the same conditions as
are applicable to any similar securities of the Company included
therein;

(b) If in any Piggyback Registration the managing
underwriter or underwriters thereof (or in the case of a
Piggyback Registration not being underwritten, an independent
underwriter, of nationally recognized standing, selected by the
Board of Directors in accordance with Section 6.4(a), whose fees
and expenses shall be borne by the Company), shall advise the
Company in writing that in

<PAGE>

its or their reasonable opinion the number of Registrable
Securities proposed to be sold in such Piggyback Registration
exceeds the number that can be sold in such offering without
having a material adverse effect on the success of the offering
of securities to be sold by the Company in such Piggyback
Registration, the Company will include in such Piggyback
Registration (in addition to the equity securities the Company
proposes to sell) only the number of Registrable Securities owned
by the holder of Registrable Securities requesting such Piggyback
Registration, if any, which, in the opinion of such underwriter
or underwriters can be sold without having such a material
adverse effect. If some, but not all, of such Registrable
Securities can be so included, the number of Registrable
Securities which in the opinion of such underwriter or
underwriters can be included shall be (x) first the following
number of Registerable Securities shall be allocated to Trust:
the least of (A) the Registrable Securities requested to be
included in such Demand Registration by Trust (B) 1,250 Shares
less Shares of Trust previously registered and sold pursuant to
----
Sections 5.1 through 5.11 herein (in both cases, as such number
of Shares would be adjusted for stock dividends, stock splits,
reclassifications, or like actions) and (C) the number of
Registrable Securities which in the opinion of such underwriters
can be included in such Piggyback Registration, and (y) then, the
remaining number of Registerable Securities which may be so
included shall be allocated pro rata among the holders of
Registrable Securities requesting such Piggyback Registration on
the basis of the respective numbers of Registrable Securities
requested to be included by each of them (less, in the case of
Trust, any shares to be allocated to Trust pursuant to clause (x)
above);

(c) if any Piggyback Registration is an underwritten
offering, the Board of Directors, in accordance with Section
6.4(a), will select a managing underwriter or underwriters of
nationally recognized standing to administer the offering; and

(d) notwithstanding anything to the contrary contained in
this Section 5.2, the Company shall not be obligated to include
any Registrable Securities in any registration statement filed by
the Company if counsel to the Company who is reasonably
satisfactory to the holders of Registrable Securities who have
made a request pursuant to paragraph (a) of this Section 5.2
shall render an opinion to such holder of Registrable Securities
to the effect that (i)

<PAGE>

registration is not required for the proposed transfer of such
Registrable Securities or (ii) a post-effective amendment to an
existing registration statement filed simultaneously with the
proposed transfer would be sufficient for such proposed transfer,
and the Company in fact files such a post-effective amendment.

5.3 Registration Procedures. With respect to any Demand
-----------------------
Registration or Piggyback Registration (generically, a
"Registration"), the Company will, subject to subparagraph 5.1(a)(iii)
and Section 5.5, as expeditiously as practicable:

(a) prepare and file with the Commission as soon as
practicable a registration statement or registration statements
(the "Registration Statement") relating to the applicable
Registration on any appropriate form under the Act which shall be
available for use in connection with the sale of the Registrable
Securities in accordance with the intended method or methods of
distribution thereof, and if required the Company shall undergo
and pay a special audit to effect such Registration. The Company
will use its best efforts to cause such Registration Statement to
become effective (including, without limitation, by means of a
shelf registration pursuant to Rule 415 under the Act if so
requested by a representative of the Group making a Demand). The
Company shall not be deemed to have breached such "best efforts"
undertaking if it shall take any action which is required under
applicable law, or shall take any action in good faith and for
valid business reasons, including without limitation the
acquisition or divestiture of assets;

(b) prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement as
may be necessary to keep each Registration Statement effective
for a period of not more than 120 days after the date of its
effectiveness, or such shorter period as will terminate when all
Registrable Securities covered by such Registration Statement
have been sold; cause each prospectus required in connection
therewith (a "Prospectus") to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Act; and comply with the
provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement during the
applicable period, in accordance with the intended method or
methods of distribution by the sellers thereof as set forth in
the Registration Statement or supplement to the Prospectus;

<PAGE>

(c) promptly notify the selling holders of Registrable
Securities and the managing underwriters, if any (and, if
requested by any such Person, confirm such advice in writing),
of:

(i) the date on which the Prospectus or any Prospectus
supplement or post-effective amendment to the Registration
Statement has been filed, and, with respect to the
Registration Statement or any post-effective amendment, the
date on which the same has become effective;

(ii) any written request by the Commission for
amendments or supplements to the Registration Statement or
the Prospectus or for additional information;

(iii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose;

(iv) the receipt by the Company of any written request
by any state securities authority for additional information
or written notification with respect to the suspension of
the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and

(v) the happening of any event which makes any
material statement made in the Registration Statement, the
Prospectus or any document incorporated therein by reference
untrue in any material respect or which requires the making
of any changes in the Registration Statement, the Prospectus
or any document incorporated therein by reference in order
to make the statements therein not misleading in the light
of the circumstances under which they were made;

(d) make every reasonable effort (taking into account the
interest of all selling holders of Registrable Securities, the
Company, and its officers and directors) to obtain the withdrawal
of any order suspending the effectiveness of the Registration
Statement at the earliest possible moment;

(e) if requested by the managing underwriter or
underwriters or a holder of Registrable Securities being

<PAGE>

sold in connection with an underwritten offering, promptly
incorporate in a Prospectus supplement or post-effective
amendment to the Registration Statement such information as the
managing underwriters and the holders of a majority of the
Registrable Securities being sold agree should reasonably be
included therein relating to the plan of distribution with
respect to such Registrable Securities, including, without
limitation, in the case of an underwritten offering, information
with respect to (i) the number of Registrable Securities being
sold to such underwriters in a firm commitment underwriting and
the purchase price being paid therefor by such underwriters, and
(ii) any other terms of the underwriting; and make all required
filings of such Prospectus supplement or post-effective amendment
as soon as practicable upon being notified of the matters to be
incorporated in such Prospectus supplement or post-effective
amendment;

(f) furnish to each selling holder of Registrable
Securities and each managing underwriter (if any), without
charge, at least one signed copy of the Registration Statement
and any amendment thereto, including financial statements and
schedules, all documents incorporated therein by reference and,
to the extent reasonable, all exhibits (including those
incorporated by reference);

(g) deliver to each selling holder of Registrable
Securities and the underwriters, if any, without charge, as many
copies of the Prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as such selling holder of
Registrable Securities and underwriters may reasonably request;
the Company consents to the use, in accordance with the Act, of
each Prospectus or any amendment or supplement thereto by each of
the selling holders of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of
the Registrable Securities covered by such Prospectus or any
amendment or supplement thereto;

(h) in connection with any Registration of Registrable
Securities, use its best efforts to register or qualify or
cooperate with the selling holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection
with the registration or qualification of such Registrable
Securities for offer and sale under the securities or "blue sky"
laws of such jurisdictions as the holders of not less than 25% of
the Registrable Securities covered by the Registration Statement
or the managing

<PAGE>

underwriter reasonably requests in writing and do any and all
other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided that
the Company will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or
to take any action that would subject it to taxation in any such
jurisdiction or to submit to the general service of process in
any such jurisdiction;

(i) cooperate with the selling holders of Registrable
Securities and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing
the Registrable Securities to be sold free from any restrictive
legends; and cause such Registrable Securities to be in such
denominations and registered in such names as the managing
underwriters may request at least two business days prior to any
sale of Registrable Securities to the underwriters;

(j) use reasonable efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be
registered with or approved by such governmental agencies or
authorities as may be necessary to enable the seller or sellers
thereof or the underwriters, if any, to consummate the
disposition of such Registrable Securities in the jurisdictions
contemplated by paragraph (h) of this Section 5.3;

(k) upon the occurrence of any event contemplated by
subparagraph (ii), (iv) or (v) of paragraph (c) of this Section
5.3, prepare any required supplement or post-effective amendment
to the Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading;

(l) not later than the effective date of the applicable
Registration Statement, provide a CUSIP number for all
Registrable Securities;

(m) enter into such agreements (including an underwriting
agreement) and take all such other actions in

<PAGE>

connection therewith which are reasonably required in order to
expedite or facilitate the disposition of such Registrable
Securities, and, in such connection, whether or not an
underwriting agreement is entered into and whether or not the
Registration is an underwritten Registration:

(i) make such representations and warranties to the
holders of such Registrable Securities and the underwriters,
if any, and agree to such indemnification and contribution
provisions and procedures in such form, substance and scope
as are reasonably required and customarily made by issuers
to underwriters in primary underwritten offerings;

(ii) obtain opinions of counsel to the Company and
updates thereof (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the holders of a majority
of the Registrable Securities being sold) addressed to each
selling holder and the underwriters, if any, covering the
matters reasonably required and customarily covered in
opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such underwriters
and holders;

(iii) obtain "cold comfort" letters and updates
thereof from the Company's independent certified public
accountants addressed to the selling holders of Registrable
Securities and the underwriters, if any, such letters to be
in customary form and covering matters of the type
customarily covered in "cold comfort" letters received by
underwriters in connection with primary underwritten
offerings;

(iv) deliver such documents and certificates as may
reasonably be requested by the holders of a majority of the
Registrable Securities being sold and the managing
underwriters, if any, to evidence compliance with
subparagraph (m) (i) above and with any customary conditions
contained in the underwriting agreement or other agreement
entered into by the Company. The above shall be done at
each closing under such underwriting or similar agreement as
and to the extent required thereunder;

(n) make available for inspection by a representative of
the holders of a majority of the Registrable Securities as to
which any Registration is being effected, any

<PAGE>

underwriter participating in any disposition pursuant to such
Registration, and any attorney or accountant retained by the
sellers or underwriter, at reasonable times and upon reasonable
prior notice, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all
information reasonably requested by any such representative,
underwriter, attorney or accountant in connection with such
Registration Statement; provided, however, that any records,
information or documents that are designated by the Company in
writing as confidential shall be kept confidential by such
Persons unless disclosure of such records, information or
documents is required by court or administrative order of any
regulatory body having jurisdiction;

(o) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make
generally available to its security holders (which may be
accomplished through compliance with Rule 158 under the Act),
earning statements satisfying the provisions of Section 11(a) of
the Act, for the twelve month period:

(i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in a
firm commitment or best efforts underwritten offering; or

(ii) if not sold to underwriters in such an offering,
commencing with the first month of the Company's first
fiscal quarter after the quarter in which the Registration
Statement became effective.

Said earning statements shall be furnished within 45 days after
the expiration of such 12-month period unless such 12-month
period constitutes a fiscal year, in which latter event said
statements shall be furnished within 90 days after the expiration
of such 12-month period;

(p) cause (i) all the Registrable Securities covered by
such registration to be listed on the principal securities
exchange on which similar securities issued by the Company are
then listed (if any), if the listing of such Registrable
Securities is then permitted under the rules of such exchange,
(ii) if no similar securities are then so listed or if the
listing of such Registrable Securities is then not permitted
under the rules of such exchange, to either cause all such
Registerable Securities to be listed

<PAGE>

on the New York Stock Exchange ("NYSE"), if the listing of such
Registrable Securities is then permitted under the rules of the
NYSE, or (iii) if the listing of such Registrable Securities is
not permitted under the rules of the NYSE, secure designation of
each such Registrable Security as a National Association of
Securities Dealers, Inc. ("NASD") Automated Quotation System
("NASDAQ") "national market system security" within the meaning
of Rule 11Aa 2-1 under the Exchange Act or, failing that, secure
NASDAQ authorization for such shares and, without limiting the
generality of the foregoing, take all actions that may be
required by the Company as issuer of such Registerable Securities
in order to facilitate the managing underwriter's arranging for
the registration of at least two market makers as such with
respect to such shares with the NASD;

(q) provide and cause to be maintained a transfer agent and
registrar for all Registerable Securities covered by each
Registration Statement not later than the effective date thereof;
and

(r) prior to the filing of the Registration Statement, any
Prospectus or any other document that is to be incorporated by
reference into the Registration Statement or the Prospectus after
initial filing of the Registration Statement, provide copies of
each such document to counsel to the selling holders of
Registrable Securities and to the managing underwriters, if any;
make the Company's representatives available, at reasonable times
and upon reasonable prior notice, for discussion of such
document; and make such changes in such document prior to the
filing thereof as counsel for such selling holders or
underwriters may reasonably request.

The Company may require each seller of Registrable Securities as to
which any Registration is being effected to furnish to the Company in
writing or orally as the Company may request, such information
regarding such seller and the proposed distribution of such securities
as the Company may from time to time reasonably request in writing.
Each holder of Registrable Securities agrees that upon receipt of
notice from the Company of the happening of any event of the kind
described in subparagraph (c)(ii), (iii) (iv) or (v) of this Section
5.3, such holder of Registrable Securities will forthwith discontinue
disposition of Registrable Securities (but in the case of subparagraph
(c)(iv) of this Section 5.3, only in the applicable jurisdiction or
jurisdictions, as the case may be) pursuant to the Registration
Statement until such holder of Registrable Securities has

<PAGE>

received copies of the supplemented or amended Prospectus as
contemplated by paragraph (k) of this Section 5.3, or until it has
been advised in writing (the "Advice") by the Company that the use of
the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference
in the Prospectus. If so directed by the Company, such holder of
Registrable Securities will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in such
holder of Registrable Securities's possession), of the Prospectus
covering such Registrable Securities which is current at the time of
receipt of such notice. In the event the Company shall give any
notice of the happening of any event of the kind described in
subparagraph (c)(ii), (iii) or (v) of this Section 5.3, the 120-day
period referred to in paragraph (b) of this Section 5.3 shall be
extended by the number of days during the period from the date of the
giving of such notice to the date when each seller of Registrable
Securities covered by such Registration Statement shall have received
either the copies of the supplemented or amended Prospectus
contemplated by paragraph (k) of this Section 5.3 or the Advice (as
the case may be), both dates inclusive.

5.4 Restrictions on Public Sale. Each holder of Registrable
---------------------------
Securities whose Registrable Securities are included in a Registration
Statement agrees not to effect any public sale or distribution of the
securities of the Company, of the same or similar class or classes as
the securities included in such Registration Statement or any
securities convertible into or exchangeable or exercisable for such
securities, including a sale pursuant to Rule 144, during the 15-day
period prior to, and during the 90-day period beginning on, the
effective date of such Registration Statement (except as part of such
Registration), if and to the extent requested by the Company in the
case of a non-underwritten public offering, or if and to the extent
requested by the managing underwriter or underwriters, in the case of
an underwritten public offering.

5.5 Other Registrations. The Company agrees not to effect any
-------------------
public sale or distribution of any securities similar to the
Registrable Securities being registered, or any securities convertible
into or exchangeable or exercisable for such securities during the 15-
day period prior to, and during the 120-day period beginning on, the
effective date of any Registration Statement filed in connection with
a Demand made pursuant to Section 5.1(a).

<PAGE>

5.6 Registration Expenses. Expenses incident to Registrations
---------------------
pursuant to this Article V shall be borne as follows:
(a) all expenses incident to the Company's performance of
or compliance with this Agreement ("Registration Expenses") and
the fees and expenses of one law firm and one accounting firm
retained by the holders of a majority of Registrable Securities
included in any registration (which selection shall be made in
consultation with the Selling Shareholders) will be borne by the
Company. Registration Expenses shall include, without
limitation, all registration and filing fees, the fees and
expenses of the counsel and accountants for the Company
(including the expenses of any "cold comfort" letters), all other
costs and expenses of the Company incident to the preparation,
printing and filing under the Act of the Registration Statement
(and all amendments and supplements thereto) and furnishing
copies thereof and of the Prospectus included therein, the costs
and expenses incurred by the Company in connection with the
qualification of the Registrable Securities under the state
securities or "blue sky" laws of various jurisdictions, the costs
and expenses associated with filings required to be made with the
National Association of Securities Dealers, Inc., the costs and
expenses of listing the Registrable Securities for trading on a
national securities exchange or authorizing them for trading on
the NASDAQ National Market System, and all other costs and
expenses incurred by the Company in connection with any
Registration hereunder. Notwithstanding the preceding sentence,
Registration Expenses shall not include the costs and expenses of
any holder of Registrable Securities for underwriters'
commissions and discounts, brokerage fees and transfer taxes with
respect to the holder of Registrable Securities to be Transferred
pursuant to the Registration, or the fees and expenses of any
other counsel, accountants or other representatives retained by
any holder of Registrable Securities (other than the law firm and
accounting firm specifically discussed in this Section 5.6(a),
all of which shall be paid by the respective holder of
Registrable Securities who are selling Registrable Securities
pursuant to the Registration;

(b) if the holders of Registrable Securities possessing, in
the aggregate, a majority of the Registrable Securities covered
by a Registration Statement which has been filed (or which the
Company notifies such holders it is prepared to file within five
days) pursuant to Section 5.1(a), but has not yet become
effective, shall request the

<PAGE>

Company to withdraw (or to cease the preparation of) such
Registration Statement, the Company shall use its best efforts to
withdraw (or cease the preparation of) such Registration
Statement; provided, however, that if prior to the date which is
180 days after the date on which the Registration Statement was
withdrawn or the preparation thereof was ceased, the holders of
90% of the Registrable Securities covered by such Registration
Statement may thereafter request the Company to refile (or to
recommence the preparation of) such Registration Statement, if
permitted under the Act, the Company shall use its best efforts
to do so, and such Registration Statement shall not constitute a
second Demand pursuant to Section 5.1; provided further, that as
a condition to any such request, such holders of the Registrable
Securities shall agree in writing to reimburse the Company for
all Registration Expenses over and above those which the Company,
by proceeding, would have incurred had such initial Registration
Statement not been withdrawn (or the preparation thereof ceased).
Except as provided above, in any offering initiated as a Demand
Registration pursuant to Section 5.1(a), the Company shall pay
all Registration Expenses in connection therewith, whether or not
the Registration Statement relating thereto becomes effective.

5.7 Indemnity and Contribution. The parties shall be entitled
--------------------------
to indemnity and contribution in connection with Registrations, as
follows:

(a) the Company agrees to indemnify each holder of
Registrable Securities, its officers, directors and agents and
each Person who (within the meaning of the Act) controls such
holder of Registrable Securities, and hold them harmless against,
all losses, claims, damages, liabilities and expenses (which,
subject to the limitations herein contained, shall include
reasonable attorneys' fees) resulting from (i) any untrue or
alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or
based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading (except insofar as the same are
caused by any such untrue statement or alleged untrue statement
or omission or alleged omission being based upon or contained in
any information relating to such holder of Registrable Securities
furnished in writing to the Company by such holder of Registrable
Securities or his, her

<PAGE>

or its representatives expressly for use therein or by such
holder of Registrable Securities' or such holder of Registrable
Securities' agent's failure to deliver a copy of the Registration
Statement or Prospectus or any amendments or supplements thereto
after the Company has furnished such holder of Registrable
Securities with a sufficient number of copies of the same), or
(ii) the Company's failure to perform its obligations under this
Section 5.7. The Company will also indemnify underwriters,
selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers
and directors and each Person who (within the meaning of the Act)
controls such Persons, to the same extent as provided above with
respect to the indemnification of the holders of Registrable
Securities. Notwithstanding the foregoing, the Company shall not
be obligated to indemnify any holder of Registrable Securities
(including the indemnified parties related to such holders) with
respect to any losses, claims, damages, liabilities or expenses
to the extent the same result from the breach by such holder of
the agreements set forth in the last paragraph of Section 5.3;

(b) in connection with any Registration in which any holder
of Registrable Securities is participating, each such holder of
Registrable Securities will furnish to the Company in writing
such information with respect to such holder of Registrable
Securities as the Company reasonably requests for use in
connection with any Registration Statement or Prospectus, and
such holder of Registrable Securities shall indemnify the
Company, its directors and officers, each underwriter and each
Person who (within the meaning of the Act) controls the Company
or any such underwriter, and hold them harmless, against any
losses, claims, damages, liabilities and expenses (which, subject
to the limitations herein contained, shall include reasonable
attorneys' fees) resulting from (i) a breach by such holder of
Registrable Securities of the provisions of the last paragraph of
Section 5.3, (ii) any untrue statement of a material fact or any
omission to state a material fact required to be stated therein
or necessary to make the statements in the Registration Statement
or Prospectus or preliminary Prospectus or any amendment or
supplement thereto, in light of the circumstances under which
they were made, not misleading, to the extent (but only to the
extent) that such untrue statement or omission is contained in
any information relating to such holder of Registrable Securities
so furnished in writing by such holder of Registrable Securities
or his, her or its representative specifically

<PAGE>

for inclusion therein, or (iii) such holder of Registrable
Securities' failure to perform his obligations under this Section
5.7; provided, however, that the liability of each holder of
Registrable Securities under this Section 5.7(b) shall be limited
to the amount of net proceeds received by such holder in the
offering giving rise to such liability. The Company shall be
entitled to receive customary indemnities from underwriters,
selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, with respect to
information with respect to such Persons so furnished in writing
by such Persons or their representatives specifically for
inclusion in any Prospectus or Registration Statement;

(i) give prompt written notice to the indemnifying
party after the receipt by the indemnified party of a
written notice of the commencement of any action, suit,
proceeding or investigation or any threat thereof made in
writing for which such indemnified party will claim rights
of indemnification or contribution pursuant to this Section
5.7; provided, however, that the failure of any indemnified
party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under paragraphs
(a) and (b) next above, except to the extent that the
indemnifying party is actually prejudiced by such failure to
give notice; and

(ii) unless in such indemnified party's reasonable
judgment a conflict of interest may exist between such
indemnified and indemnifying parties with respect to such
claim, permit such indemnifying party to unconditionally
(but subject to the exceptions herein contained) assume the
defense of such claim with counsel reasonably satisfactory
to the indemnified party.

If the defense is so assumed by the indemnifying party, the
indemnifying party shall lose its right to defend and settle the
claim if it fails to proceed diligently and in good faith with
the defense of the claim. If the defense of the claim is not so
assumed by the indemnifying party, or if the indemnifying party
shall lose its right to defend and settle the third party claim
as provided in the previous sentence,

<PAGE>

the indemnified party shall have the right to defend and settle
the claim provided that the indemnified party gives the
indemnifying party not less than 10 days prior written notice of
any proposed settlement. If the defense is assumed by the
indemnifying party and is not lost as provided above, subject to
the provisions of the following sentence, the indemnifying party
shall have the right to defend and settle the claim.
Notwithstanding the preceding sentence, (A) in connection with
any settlement negotiated by a party pursuant to this Section
5.7(c) (a "Settling Party"), the other party (the "Other Party")
shall not be required by a Settling Party (x) to enter into any
settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Other Party and
the Company of a release from all liability in respect of such
claim or litigation, (y) to enter into any settlement that
attributes by its terms liability to the Other Party and the
Company, or (z) to consent to the entry of any judgment that does
not include as a term thereof a full dismissal of the litigation
or proceeding with prejudice and (B) the Company shall be
required to consent to the terms of any such settlement (which
consent shall not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel in any one jurisdiction for all
parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to
such claim, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel
or counsels;

(d) if for any reason the rights of indemnification
provided for in paragraphs (a) and (b) of this Section 5.7 are
unavailable to an indemnified party as contemplated by such
paragraphs (a) and (b), then the indemnifying party in lieu of
indemnification shall contribute to the amount paid or payable by
the indemnified party (which, subject to the limitation provided
in paragraph (c) next above, shall include legal fees and
expenses paid) as a result of such loss, claim, damage, liability
or expense (i) in such proportion as is appropriate to reflect
the relative fault of the indemnified party and the indemnifying
party as well as other equitable considerations, or (ii) if the
allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the

<PAGE>

relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the
indemnified party and the indemnifying party, as well as any
other relevant equitable considerations;

(e) the Company and the holder of Registrable Securities
agree that it would not be just and equitable if contribution
pursuant to paragraph (d) next above were determined by pro rata
allocation or other method of allocation which does not take
account of equitable considerations. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any Person not
guilty of such misrepresentation. The obligations of the holders
of Registrable Securities to contribute pursuant to paragraph
5.7(d) are several and not joint;

(f) if indemnification is available under this Section 5.7,
the indemnifying parties shall indemnify each indemnified party
to the full extent provided in paragraphs (a) and (b) hereof
without regard to (x) the relative fault of, and the relative
benefit received by, the indemnifying party or indemnified party
or (y) any other equitable considerations.

5.8 Rule 144. Once the first registration statement filed by
--------
the Company under the Act (other than any registration statement on
Form S-4 or S-8 or any form substituting therefor) has become
effective, the Company will file the reports required to be filed by
it pursuant to the Act and the Exchange Act, and the rules and
regulations adopted by the Commission thereunder, and will take such
further actions as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such
holder of Registrable Securities to effect sales of Registrable
Securities without registration under the Act within the limitations
of the exemption provided by Rule 144, if applicable to the sale of
Registrable Securities, or any similar rule or regulation hereafter
adopted by the Commission. At any reasonable time and upon request of
a holder of Registrable Securities, the Company will deliver to that
holder of Registrable Securities a written statement as to whether it
has complied with such informational requirements. Notwithstanding
the foregoing, upon thirty (30) days prior written notice to all
holders of Registrable Securities, the Company may deregister any
class of its equity securities under Section 12 of the Exchange Act or
suspend its duty to file reports with respect to any class of its
securities pursuant to Section 15(d) of the Exchange Act if it is then
permitted to do

<PAGE>

so pursuant to the provisions of the Exchange Act and the rules and
regulations thereunder.

5.9 Participation in Underwritten Registrations. No holder of
-------------------------------------------
Registrable Securities may participate in any underwritten
Registration hereunder unless such holder of Registrable Securities
has:

(a) agreed to sell its Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons
entitled hereunder to select the underwriter pursuant to Sections
5.1 and 5.2 above; and

(b) accurately completed in a timely manner and executed
all questionnaires, powers of attorney, underwriting agreements
and other documents customarily required under the terms of such
underwriting arrangements.

5.10 Other Registration Rights. Except as granted herein to the
-------------------------
holder of Registrable Securities, the Company will not grant any
Person (including the holders of Registrable Securities) any demand or
piggyback registration rights with respect to the shares of common
stock of the Company (or securities convertible into or exchangeable
for, or options to purchase, shares of common stock of the Company),
other than piggyback registration rights that are not inconsistent
with the terms of this Article V. Any right to prior or pro rata
inclusion in a Registration Statement with the Registrable Securities
entitled to the benefits of this Article V shall be deemed to be
inconsistent with the terms of this Article V. Except as provided in
Section 5.1(c), the Company shall not grant to any Person the right to
piggyback on a Demand Registration.

5.11 Amendments and Waivers. The provisions of Sections 5.1-5.11
----------------------
of this Article V, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers of or consents to
departures from the provisions hereof may not be given, unless such
amendment, modification, supplement, waiver or consent shall have been
approved by not less than 2/3 of the members of the Board of Directors
and the Shareholders and holders of Warrants in accordance with
Section 7.5. Notwithstanding the foregoing:

(a) an amendment, modification, supplement, waiver or
consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of holders of
Registrable Securities whose Registrable Securities are being
sold pursuant to a Registration

<PAGE>

Statement, that relates to the Registrable Securities being so
sold, and that does not directly or indirectly affect the rights
of the other holders of Registrable Securities or Registrable
Securities not being so sold, may be given by the holders of a
majority of the Registrable Securities being sold by such holder
of Registrable Securities; and

(b) no amendment, modification, supplement, waiver or
consent to the departure from its terms with respect to Section
5.7 shall be effective with respect to any Registration against
any holder of Registrable Securities who participated in such
Registration and is entitled to its protection unless consented
to in writing by such holder.

5.12 Co-Sale Right. No Investor (including, without limitation,
-------------
any of its Exempt Transferees) may accept one or more Third Party
Offers solicited by or for it pursuant to Section 2.7 involving a
Transfer (alone or with other Investors and/or Exempt Transferees), in
a single transaction or a series of transactions, of a number of
Shares in excess of 33-1/3% of the aggregate number of Shares owned by
such Investor as of the date hereof (subject to adjustment for stock
dividends, stock splits, reclassifications, or like actions and
including, for purposes of this calculation, all Shares previously
Transferred or to be Transferred by such Investor (and its Exempt
Transferees) pursuant to Sections 2.2(d) or 2.7 of this Agreement)
unless each Shareholder and each of the holders of Warrants (so long
as such Warrants are exercisable) has been offered an equal
opportunity to participate in such transaction or transactions, on the
terms set forth in this Section 5.12. In order to effectuate the
foregoing:

(a) the Investor proposing to make such a Transfer or
Transfers shall deliver a written notice ("Co-Sale Notice") to
the Company, prior to making any Transfer of Shares. The Co-Sale
Notice shall state such Investor's bona fide intention to
Transfer Shares, the number of Shares to be Transferred, the
expected closing date of the transaction, the identity of the
potential transferee, the consideration per Share to be
Transferred, confirmation that the Transferee has been informed
of the provisions of this Section 5.12 and has agreed to purchase
the Shares proposed to be sold in accordance with the terms
hereof and, if applicable, a description of all Transfers in
which such Investor and its Exempt Transferees have participated
or in which it and/or its Exempt Transferees have agreed to
participate within the prior six months. In the event that the
restrictions upon Transfer contained in this Section

<PAGE>

5.12 are applicable to the Transfer with respect to which such
Co-Sale Notice has been delivered, the Company shall promptly
deliver a copy of such Co-Sale Notice to each Shareholder and the
holders of Warrants;

(b) each Shareholder and (so long as such Warrants are then
exercisable) the holder of any Warrant may elect to participate
in the proposed Transfer by delivering written notice (the
"Election Notice") to the Company and the Investor who served the
Co-Sale Notice within 15 days next following the date of service
of the Co-Sale Notice, setting forth the number of Shares
(including, without limitation, Warrant Shares) which such
Shareholder has elected to sell to the Transferee. Each
Shareholder and holders of Warrants (so long as such warrant is
exercisable) shall have the right to sell up to a number of
Shares which bears the same ratio to the number of Shares owned
by such Shareholder (or Warrant Shares that would be owned by
such holder of the Warrant upon the exercise in full of the
Warrant) as the number of Shares to be sold by the Investors who
served the Co-Sale Notice to the Transferee in the transaction or
transactions bears to the aggregate number of Shares then owned
by such Investors. The number of Shares which such Investors
would otherwise sell to the Transferee shall be reduced by the
aggregate number of Shares as to which the Shareholders and
holders of Warrants have delivered Election Notices;

(c) each Shareholder delivering an Election Notice shall
deliver to the Transferee at a closing to be held at the
executive office of the Company (or as the parties agree), one or
more certificates, properly endorsed for Transfer, which
represent the number of Shares which such Shareholder shall have
elected to Transfer, and may Transfer, pursuant to this Section
5.12. Such certificates shall be Transferred by each such
Shareholder to the Transferee upon consummation of the Shares
being Transferred by the Shareholders who served the Co-Sale
Notice, on the terms set forth in the Co-Sale Notice, and such
Shareholders shall be entitled to receive the proceeds of the
Transfer in respect of such certificates. At such time, each
holder of Warrants delivering an Election Notice shall deliver to
the Transferee (i) one or more certificates for Warrant Shares,
properly endorsed for Transfer, which represent the number of
Shares which such holder of Warrants shall have elected to
Transfer, and may Transfer, pursuant to this Section 5.12; or
(ii) an unconditional agreement to exercise the Warrant and
deliver such sufficient number of Warrant Shares

<PAGE>

simultaneously with the consummation of the Shares being
Transferred by the Shareholder who served the Co-Sale Notice
against delivery to such holder of payment therefore provided
that any holder of Warrants shall not be required to exercise
Warrants except simultaneously with such Transfer and only to the
extent that Warrant Shares are included in such Transfer;

(d) as a condition to the effective exercise of an Election
Notice, a Shareholder or holder of Warrants delivering an
Election Notice shall join in and agree to be bound by all
provisions of the documents pursuant to which the Transferee is
to acquire Shares, including without limitation, the making of
representations, warranties and indemnities.

The foregoing provisions of this Section 5.12 shall not apply in the
case where an Investor is making a Transfer of Shares to such
Investors' Exempt Transferees.

5.13 Preemptive Rights. Subject to the provisions of Section
-----------------
5.14, each Shareholder and each holder of Warrants (so long as the
Warrant is then exercisable) shall have the preemptive right to
subscribe for any class of Securities now or hereafter authorized
which the Company proposes to issue or sell, such right to be
exercisable, with respect to such Shareholder and holder of Warrants
for an aggregate amount of such class of Securities up to the product
of (x) the amount of such class of Securities to be issued and (y) a
fraction, the numerator of which shall equal the number of Shares (on
a fully diluted basis after assuming the exercise or conversion of all
outstanding Options (to the extent such Options have vested in
accordance with its terms), warrants and convertible securities) then
held by such Shareholder and holder of Warrants (whether now held or
hereafter acquired), and the denominator of which shall equal the
aggregate number of Shares then outstanding (on a fully diluted basis
after assuming the exercise or conversion of all outstanding Options
(to the extent such Options have vested in accordance with its terms),
warrants and convertible securities) provided, however, that the
-----------------
foregoing provisions of this sentence shall not apply to (i) the
issuance of Shares pursuant to the exercise of Options, warrants
including, without limitation, the Warrants or conversion rights, or
(ii) the issuance of Shares as consideration in connection with the
acquisition of any business.

5.14 Certain Provisions with respect to GE Capital. In addition
---------------------------------------------
to its other rights and obligations under this

<PAGE>

Agreement, GE Capital shall have the following additional rights and
obligations:

(a) Rights to Equity Securities:
---------------------------
(i) Issuance Notice. In the event the Company shall
intend to raise capital through the issuance of equity Securities
not involving any public offering registered under the Act, the
Company shall give written notice to G.E. Capital (an "Issuance
Notice"). The Issuance Notice shall describe the type of equity
Securities that the Company intends to issue and the aggregate
amount to be raised by such offering. During the thirty (30) day
period commencing on the date of service of the Issuance Notice,
GE Capital shall have the right to offer to purchase the GE
Amount (as defined in Section 5.14(a)(v)) (but not less than the
GE Amount) of the securities described in the Issuance Notice by
delivering a notice (the "GE Capital Notice") to the Company
setting forth GE Capital's offer (the "GE Capital Offer") to
purchase such Securities, which shall include the price per
Security at which GE Capital offers to purchase such Securities
and the aggregate total price of the Securities that GE shall
purchase. Each GE Capital Notice shall provide that the GE
Capital Offer set forth therein is irrevocable for a period of
thirty (30) days from the date upon which such GE Capital Notice
is delivered to the Company.

(ii) Actions Following Service of the GE Capital
Notice. During the ten (10) day period following service of
the GE Capital Notice, GE Capital and the Company shall negotiate
in good faith with respect to the GE Capital Offer. Within five
(5) days after such ten (10) day period has concluded, the
Company may either (i) accept the GE Capital Offer or (ii) reject
such offer by written notice to GE Capital. If the Company fails
to deliver a written notice pursuant to the preceding sentence
within said five (5) day period, the Company shall be deemed to
have rejected the GE Capital Offer.

(iii) Acceptance of the GE Capital Offer. If the
Company accepts the GE Capital Offer, The GE Amount of such
Securities (or such amount as the parties agree) shall be issued
to GE Capital pursuant to the terms of such offer, and Section
5.13 shall not apply to the issuance of such Securities. Any
purchase of Securities in connection with a GE Capital Offer
shall be consummated at the Company's principal office at 10:00
a.m., prevailing local time, as

<PAGE>

soon as practicable, but in no event later than the later of (i)
the date which is 40 days after the date on which such GE Capital
Offer was accepted (or deemed accepted) by the Company or (ii)
the third business day following the earlier of the expiration or
early termination of the waiting period under the HSR Act, if
notification of the purchase of Securities would be required
under the HSR Act, or at such other place and time as the Company
and GE Capital shall agree. At such closing, the Company shall
deliver to GE Capital certificates representing the Securities
being purchased, duly endorsed, and GE Capital shall pay for such
Securities by wire transfer of immediately available funds.

(iv) Rejection of the GE Capital Offer. If (A) the
GE Capital Offer is rejected by the Company, (B) no GE Capital
offer is made by GE Capital, or (C) the GE Capital Offer,
although accepted by the Company, does not cover all of the
equity Securities described in the Issuance Notice, then, for a
period of 180 days after (x) the rejection of such offer in the
case of clause (A) above, (y) the termination of the 30 day
period after delivery by the Company of the Issuance Notice in
the case of clause (B) above, or (z) the acceptance by the
Company of such offer in the case of clause (C) above, the
Company may, subject to Section 5.13, issue to any Person the
number and type of equity Securities described in the Issuance
Notice but not being issued to GE Capital pursuant to this
Section 5.14(a)(iv). Such issuance shall be at price per unit of
such Security which is not less than 95% of the price per unit of
such Security set forth in the GE Capital Notice (or at any price
should no GE Capital Offer be made), and the price therefor shall
be payable to the Company in cash.

(v) Limitations. Notwithstanding the provisions of
this Section 5.14(a), (x) the foregoing right granted to GE
Capital shall apply only to the first $3,000,000 of equity
Securities which the Company shall desire to issue after the date
hereof (which shall exclude Securities issuable pursuant to the
exercise or conversion of Securities of the Company issued on or
before the date hereof (including, without limitation, the
Options or Warrants)), and (y) the Company shall have no
obligations under this Section 5.14(a) if the Company is
proposing to issue Shares at a price per Share which is less than
$1,600 (as such price shall be adjusted to take into account the
effect of stock splits, stock dividends, reclassifications and
other changes to the equity capital of the Company) (a "Section
5.14(a)(v)(y) Issuance"). In the event the Company

<PAGE>

shall be offering or issue less than $3,000,000 of equity
Securities in connection with such capital raise, GE Capital
shall have the rights described above in connection with any
subsequent issuance of equity Securities in a manner not
involving a public offering registered under the Act, on the
terms and subject to the limitations set forth in the preceding
portions of this Section 5.14(a), but only in an amount equal to
the amount by which $3,000,000 exceeds the aggregate issuance
price of the equity Securities issued during the prior capital
raise(s) by the Company (other than Section 5.14(a)(v)(y)
Issuances). Once the Company shall have raised a total of
$3,000,000 through the issuance of equity Securities after the
date hereof, whether through issuances to GE Capital or otherwise
(but other than through Section 5.14(a)(v)(y) Issuances), GE
Capital shall no longer have any rights under this Section
5.14(a). For purposes of this Section 5.14(a) the "GE Amount"
shall equal the lesser of (A) the aggregate amount to be raised
by the offering of Securities set forth in the Issuance Notice;
and (B) $3,000,000 less amounts raised by the Company in
issuances of equity securities described in this Section
5.14(a)(v) (to GE Capital or otherwise, but other than through
Section 5.14(a)(v)(y) Issuances).

(b) Significant Transactions. In the event the Company or
------------------------
the Investors (other than GE Capital) shall propose to engage in
a Significant Transaction (as herein defined), the Company or
such Investors shall provide GE Capital written notice of such
intention, describing the Significant Transaction. GE Capital
shall have twenty (20) business days to perform due diligence and
to provide the Company or such Investors (as the case may be)
with the highest price it is willing to pay for a comparable
Significant Transaction. GE Capital may make a proposal with
respect to a comparable Significant Transaction within such
twenty (20) day period. Following the receipt of such proposal
(if any), the Company shall have ten (10) business days in which
to accept or reject GE Capital's proposal. During such ten (10)
business day period, the Company and the other Investors shall
negotiate with GE Capital in good faith with respect to such
proposal, provided, however, that the Company or the Investors
shall in no circumstances be required to negotiate for any period
longer than 10 business days. In the event that the Company or
said Investors (as the case may be) accepts GE Capital's offer,
the Company (or said Investors, as the case may be) shall work in
good faith to close such transaction as quickly as possible. In
the event the Company or said Investors (as the case may be)

<PAGE>

rejects GE Capital's offer (or should GE Capital make no proposal
in the above described twenty (20) day period), the Company or
said Investors shall be free to engage in the proposed
Significant Transaction. For the purposes of this paragraph (b),
a Significant Transaction shall mean a transaction where: (i)
the Company shall consolidate or merge with any other corporation
or entity not a Subsidiary or other Company Affiliate pursuant to
a transaction in which the Shareholders of the Company
immediately prior to such merger or consolidation shall own less
than 50% of the outstanding voting Securities of the surviving
corporation, (ii) there occurs a transfer or lease all or
substantially all of the Company's and its Subsidiaries' assets
to any Person other than the Company, a Subsidiary or other
Company Affiliate, or (iii) any Person not a Subsidiary or other
Company Affiliate shall purchase or otherwise acquire directly or
indirectly the beneficial ownership of Shares and immediately
following such purchase or acquisition such Person and its
affiliates shall directly or indirectly own in the aggregate 50%
or more of the Shares then outstanding.

5.15 Pull-Along Right. In the event the CDA Funds (and its
----------------
Exempt Transferees) and either (i) Pegasus (and its Exempt
Transferees) or (ii) GE Capital (and its Exempt Transferees) (or all
of them) (such Investors and their respective Exempt Transferees, the
"Pull-Along Investors") desire to Transfer all or substantially all of
the Shares owned by the Pull-Along Investors to a purchaser or related
group of purchasers in a single or related series of transactions who
are not any of the Pull-Along Investors for a consideration consisting
of cash and/or publicly traded securities, the Pull-Along Investors
shall have the right to require all the Shareholders and holder(s) of
Warrants to Transfer to such purchaser or related group of purchasers
the same proportion of the Shares owned by such Shareholders (or, in
the case of Warrants, such number of Warrant Shares such holder would
own had the Warrant been fully exercised) as the proportion of the
Shares owned by the Pull-Along Investors (including each of their
Exempt Transferees) which are being Transferred in such transaction or
related series of transactions, at the same price and on the same
terms and conditions as those which apply with respect to the Shares
which the Pull-Along Investors intend to Transfer; provided, that the
holders of Warrants shall not be required to exercise Warrants except
simultaneously with such Transfer.

5.16 Special Provisions Applicable to Warrants and Warrant
-----------------------------------------------------
Shares. Notwithstanding anything to the contrary contained in
------
Sections 5.12, 5.15, or 6.5, no provision of such Sections shall
------------- ---- ---

<PAGE>

require a holder of Warrants to make any representations (other than
representations as to title, due authorization and enforceability
relating solely to such holder) or provide any indemnification to the
purchaser(s) under such Sections (other than with respect to the above
matters) in any agreement requested or required to be executed by such
holder in connection with any Transfer under such Sections and no
right of such holder to participate in any Transfer under such
Sections shall be conditioned upon the making of such representations
or the provision of such indemnification other than those set forth in
this Section 5.16. If the consideration proposed to be paid in any
such Transfer consists of capital stock or other equity interests, and
receipt by a holder of a Warrant of all or any portion of such stock
or other equity interests would result in a violation of applicable
law, the Investors or the Pull-Along Investors, as the case may be,
shall provide that the purchaser, the Investors, Pull-Along Investors,
or the Company as applicable, shall, simultaneously with the
consummation of the Transfer, purchase for cash, at fair market value,
the capital stock or other equity interest to which the applicable
holder of a Warrant would be entitled absent this provision.

5.17 Payment. At the closing of any Transfer pursuant to Section
------- -------
5.12 or 5.15, the consideration with respect to the Shares, Warrants
---- ----
and Warrant Shares of any holder sold pursuant thereto shall be paid
directly to each holder pursuant to written instructions of such
holder. The Investors or Pull-Along Investors shall furnish such
other evidence of the completion and time of completion of such
Transfer and the terms thereof as shall be reasonably requested by
each Shareholder or holder of a Warrant or Warrant Shares.

ARTICLE VI
-----------
Certain Corporate Governance Matters
-------------------------------------
6.1 Grant of Proxy. Each Individual Fund Shareholder shall, and
--------------
does hereby, irrevocably appoint CDA IV Domestic, his or her true and
lawful proxy, with full power of substitution, to vote all Shares (now
or hereafter) acquired by him on all matters requiring a vote of
Shareholders of the Company, hereby ratifying all actions which said
proxy may take in respect thereof. Said proxies shall be coupled with
an interest and be irrevocable, notwithstanding any Transfer,
including, without limitation, to a Permitted Transferee pursuant to
Section 2.2(a) hereof, of the Individual Fund Shareholder's Shares.
The foregoing proxy shall remain in effect with respect to, and be
binding upon, all transferees of such Shares, including, without
limitation, a

<PAGE>

Permitted Transferee of Individual Fund Shareholders pursuant to
Section 2.2(a) hereof.

6.2 Board of Directors.
------------------
(a) Subject to Section 6.6 hereof, from and after the date
hereof and until the provisions of this Article VI cease to be
effective, each Shareholder (other than a holder of Warrant
Shares with respect to such Warrant Shares) shall vote all of
such Shareholder's Shares and take all other necessary or
desirable actions within such Shareholder's control (whether in
such Shareholder's capacity as a stockholder, director, member of
a Board of Directors committee, officer of the Company or
otherwise, including, without limitation, attendance at meetings
in person, by telephone or by proxy for purposes of obtaining a
quorum, execution of written consents in lieu of meetings and
amendments of the Company's Bylaws and Certificate of
Incorporation), and the Company shall take all necessary and
desirable actions within its control (including, without
limitation, calling special Board of Directors and stockholder
meetings for purposes of amendments of the Company's Bylaws and
Articles of Incorporation), so that:

(i) the authorized number of members of the Board of
Directors shall be six;

(ii) the Shareholders shall elect two nominees selected
by the CDA Funds, one nominee designated by Pegasus I, one
nominee designated by GE Capital and two nominees designated
by the Management Shareholders (who shall be Weiss (so long
as Weiss shall remain as an employee of the Company or any
of the Subsidiaries) and Gayhardt (so long as Gayhardt
remains an employee of the Company or any of the
Subsidiaries). At such time as either Weiss or Gayhardt
ceases to be an employee of the Company or any Subsidiary,
the director formerly designated by such Management
Shareholder shall be appointed by the joint decision of CDA
IV Funds, GE Capital and Pegasus I;

(iii) the Shareholder having the right to designate a
member of the Board of Directors shall have the sole right
to remove that Person from the Board of Directors, for or
without cause, and to designate a replacement director;

<PAGE>

(iv) in the event that any director designated by a
Shareholder pursuant hereto ceases to serve as a member of
the Board of Directors during his term of office, such
Shareholder shall have the right to designate a replacement
member of the Board of Directors to fill the resulting
vacancy;

(b) The Company shall pay the reasonable out-of-pocket
expenses incurred by each director in connection with attending
the meetings of the Board of Directors or discharging any of his
duties as a director of the Company, and the Company shall
indemnify each director to the fullest extent allowed by law in
respect of any liability, demands, claims, actions, causes of
action, assessments, losses, penalties, costs, damages or
expenses, including reasonable attorneys' fees, suffered as a
result of activities undertaken in his capacity as director;

(c) The right of an Investor to designate members of the
Board of Directors shall cease at such time that such Shareholder
owns less than 25% of the Shares owned by such Shareholder at the
date hereof. For the purposes of the preceding sentence, Shares
owned by an Exempt Transferee of an Investor shall be deemed to
be owned by the Investor which originally subscribed for them.

6.3 Board of Directors Attendance Rights. For as long as
------------------------------------
Pegasus owns at least 25% of the Shares owned by it on the date
hereof, Pegasus II shall have the right to designate one (1)
representative to attend, at Pegasus II's sole cost and expense, each
meeting of the Board of Directors, such notice to be provided at such
time as notice is given to members of the Board of Directors. At any
time during which any of the CDA Funds, Pegasus or GE Capital (each a
"Group") are not entitled to designate a member of the Board of
Directors and as long as such Group owns any Shares, such group shall
have the right to designate one (1) representative to attend, at such
Group's sole cost and expense, each meeting of the Board of Directors,
such notice to be provided at such time as notice is given to members
of the Board of Directors. The right granted to Pegasus II and the
Groups pursuant to this Section 6.3 shall include the right to
participate in such meetings, but does not include the right to vote
directly or through its representatives at any meeting of the Board of
Directors, and shall not limit the ability of the Board of Directors
to take action without a meeting to the extent permitted under the
Delaware General Corporation Law.

<PAGE>

6.4 Certain Supermajority Requirements. Neither the Company nor
----------------------------------
any of its Subsidiaries shall take any of the following actions,
unless such actions shall have been approved:

(a) by (x) both members of the Board of Directors selected
by the CDA Funds and (y) the member of the Board of Directors
selected by Pegasus I, in the following instances:

(i) the payment of a dividend or other distribution
with respect to the Company's capital stock (including any
exercise of Repurchase Rights hereunder), other than by
reason of a Mandatory Repurchase Event;

(ii) the incurrence of indebtedness in an amount which
would result in the aggregate indebtedness of the Company
and its Subsidiaries for borrowed money exceeding
$120,000,000;

(iii) the creation of a lien or security interest in
any assets of the Company or any of its Subsidiaries other
than in the ordinary course of business;

(iv) the settlement of any claim or litigation
involving a settlement amount in excess of $1,000,000;

(v) [intentionally deleted];

(vi) [intentionally deleted];

(vii) acquisition of a business (whether by means of a
purchase of assets or shares, a merger or any other business
combination) involving a purchase price (including
indebtedness assumed or to which the business is subject) is
in excess of $5,000,000;

(viii) adoption of any employee benefit plan or any
stock option plan;

(ix) any issuance of capital stock, options, warrants
(other than the Warrant) and convertible securities (other
than pursuant to the exercise of the Warrant and of
previously authorized options, warrants and convertible
securities);

(x) any amendment to the certificate of incorporation
of the Company;

<PAGE>

(xi) the filing of a petition for the Company or any
of its Subsidiaries under any chapter of the Bankruptcy
Code;

(xii) any material change in accounting policies or
methods;

(xiii) any replacement of the Company's independent
certified public accountants;

(xiv) the incurrence of capital expenditures in
excess of $500,000 over the amount budgeted for capital
expenditures in the applicable fiscal year in the budget
described in Section 6.4(b)(ii);

(xv) any transactions between (A) the Company or any
of its Subsidiaries, and (B) any Shareholder or any of its
Affiliates, other than employee compensation in the ordinary
course of business ; and

(xvi) any change in the number of the Board of
Directors.

(b) by members of the Board of Directors selected by at
least two of the following three Shareholder groups consisting of
(A) the Management Shareholders, as a group, (B) the CDA Funds,
as a group, and (C) Pegasus I in the following instances:

(i) the employment or termination of any employee of
the Company, Subsidiary or Company Affiliates whose title is
that of Vice President or higher;

(ii) the adoption of an annual budget for the Company
and the Subsidiaries;

(iii) the adoption of an expansion plan; or

(iv) the hiring of a financial advisor.

(c) Subject to Section 6.4(a), by members of the Board of
Directors selected by the CDA Funds and either (x) GE Capital or
(y) Pegasus I:

(i) a decision to propose to engage in a Significant
Transaction;

<PAGE>

(ii) a transaction effecting a Significant
Transaction; provided, however, that if the Significant
Transaction involves GE Capital (or any Affiliate of GE
Capital) acquiring the Company pursuant to Section 5.14(b)
herein, the following shall also be required (x) if the
director selected by Pegasus I had not approved the decision
to propose to engage in such Significant Transaction as set
forth in Section 6.4(c)(i), the approval of the director
selected by Pegasus I shall also be required to consummate
the Significant Transaction; and (y) otherwise, the
affirmative consent of Shareholders (other than GE Capital
and its Exempt Transferees) holding a majority of the
outstanding Shares of the Company (excluding for purposes of
such calculation Shares held by GE Capital and its Exempt
Transferees) shall be required to consummate the Significant
Transaction; provided, further, however, that if the
Significant Transaction involves consideration other than
cash or publicly traded securities, the approval of the
director selected by Pegasus I and the director selected by
GE Capital shall also be required to consummate the
Significant Transaction.

6.5 Sale of the Company. Notwithstanding the provisions of
-------------------
Section 6.4, if after the third anniversary of the date of this
Agreement, either the members of the Board of Directors selected by
the CDA Funds, Pegasus, or GE Capital, desire that the Company make an
initial public offering of its Securities, and if the other such
Investors, are unwilling to approve such offering, the Investors shall
take such actions (subject to Section 5.14(b) herein) as are
reasonably necessary to effect a sale of the Company and its
Subsidiaries as a going concern, whether by means of a sale of Shares,
a merger, or a sale of assets. Such actions shall include, without
limitation, engagement of a financial advisor or investment banker who
shall be selected jointly by the Investors. All Shareholders and
holders of Warrants shall cooperate with the Investor who shall be
requiring the sale of the Company, including executing such documents
as may reasonably required therewith (which may contain
representations, warranties, covenants and indemnities which are
customarily given in connection with sales of businesses of the type
and size of the Company and the Subsidiaries).

6.6 Proviso. Notwithstanding any implication to the contrary,
-------
with respect to the Warrant Shares, the holders of the Warrants or
Warrant Shares shall not be required to vote such

<PAGE>

Warrant Shares on any of the matters set forth in this Article VI.

ARTICLE VII
------------
Miscellaneous Provisions
-------------------------

7.1 Legend on Certificates. All certificates evidencing Shares
----------------------
which are subject to this Agreement shall bear the following legend:

"The sale, transfer and encumbrance of the shares
represented by this certificate are subject to that certain
DFG Holdings, Inc. Amended and Restated Shareholders
Agreement among the corporation and its shareholders, dated
as of August 8, 1996 (the "Agreement"). A copy of the
Agreement is on file in the office of the Secretary of the
corporation. No sale or other transfer of the shares
represented by this certificate may be effected except
pursuant to the terms of the Agreement. The Shares
represented by this certificate are subject to a voting
agreement contained in the Agreement."

Upon termination of this Agreement, certificates for Shares may be
surrendered to the Company in exchange for new certificates without
the foregoing legend. The Shareholders who previously were parties to
the Original Shareholders Agreement shall surrender their certificates
representing Shares for deletion of the legend required pursuant to
Section 7.1 of the Original Shareholders Agreement and addition of the
foregoing legend.

7.2 Financial Statements and Inspection Rights. The Company
------------------------------------------
shall promptly furnish or cause to be furnished to the Investors and
Management Shareholders (a) annual audited income statements, balance
sheets and related financial information and quarterly unaudited
consolidated income statements and balance sheets of the Company and
its Subsidiaries, (b) copies of all material notices and documents
supplied by the Company to its lenders and (c) such other information
as any Investor may reasonably request. Each Investor and Management
Shareholders or its representative shall have the right, at any time
during normal business hours, at its own expense and on reasonable
advance notice to the Company, to examine and make copies of or
extracts from the books of account and other records of the Company,
and to inspect the assets, properties, and operations of the Company
and to discuss matters with respect to the Company with employees and
lenders of the Company.

<PAGE>

7.3 Confidentiality. Each Shareholder (other than the holders
---------------
of Warrant Shares who are Lenders pursuant to the Credit Agreement,
who shall be governed by the Credit Agreement) agrees not to divulge
or communicate to any other Person or use or exploit for any purpose
whatsoever any confidential information which it may acquire during
the continuance of this Agreement in relation to the business of the
Company and its Subsidiaries, except (i) with the prior written
consent of the other parties hereto, or (ii) as may be required by
law, applicable accounting or securities regulations or order of a
court of competent jurisdiction. For purposes of this Section, the
foregoing confidentiality requirement shall not apply to any
information which:

(a) is available to the general public at the time of use
or disclosure;

(b) becomes available to the general public (other than as
a result of unauthorized disclosure or use); or

(c) is provided to the disclosing party by a third party
who is lawfully in possession of such information and has a
lawful right to disclose or use it.

Each Shareholder shall cause its respective Affiliates, counsel,
accountants, consultants, employees, agents and representatives not to
disclose to any Person or use or exploit for any purpose whatsoever
any such information which it itself is prohibited from disclosing
pursuant to this Section 7.3.

7.4 Remedies. Each of the parties to this Agreement shall be
--------
entitled to enforce its rights under this Agreement specifically, to
recover damages and costs caused by any breach of any provisions of
this Agreement and to exercise all other rights existing in its favor.
In the event of a dispute hereunder, the prevailing party's reasonable
attorney's fees and costs shall be promptly reimbursed by the opposing
party or parties in such dispute. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in
its sole discretion apply to any court of law or equity of competent
jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.

7.5 Termination and Amendment of the Agreement. This Agreement
------------------------------------------
shall be terminated:

<PAGE>

(a) with the approval of the Board of Directors and the
written consent of each of (i) Management Shareholders owning not
less than 90% of the aggregate number of issued and outstanding
Shares owned by all Management Shareholders as such and (ii) all
of the Investors; or

(b) upon the sale by the Company of substantially all of
its assets or a merger of the Company as a result of which the
Shareholders' aggregate collective percentage of ownership,
direct or indirect, of the surviving entity is less than 50% of
their percentage of ownership of the Company.

This Agreement may be amended by the Company with the written consent
of each of (i) Management Shareholders owning not less than 90% of the
aggregate number of issued and outstanding Shares owned by all
Management Shareholders as such and (ii) all of the Investors, but no
such amendment shall adversely affect the method of valuation of any
Management Shareholder's Shares for the purposes of Article III
without his consent or shall materially adversely affect the holders
of Warrants or Warrant Shares as a group without such holders consent.
For purposes of this Section 7.5, Shares owned by a Permitted
Transferee of a Management Shareholder shall be deemed to be owned by
the last Management Shareholder to own those Shares.

7.6 Termination of Status as Management Shareholder or Non-
------------------------------------------------------
Management Shareholder. Except to the extent that this Agreement
----------------------
shall provide that certain rights of an Investor granted herein shall
terminate if the number of Shares owned by such Investor and/or its
Exempt Transferees shall be reduced below a specified percentage of
the Shares owned by such Investor as of the date hereof, from and
after the date that a Management Shareholder or Investor (and/or its
Permitted Transferees and/or its Exempt Transferees), as the case may
be, ceases to own any Shares, he shall no longer be deemed to be a
Management Shareholder or Investor for purposes of this Agreement and
all rights he may have hereunder (including, without limitation, the
right to exercise any option herein granted) shall terminate. For the
purposes of this Section 7.6, Shares owned by a Permitted Transferee
or an Exempt Transferee shall be deemed to be owned by the last
Management Shareholder, or Investor, as the case may be, to own those
Shares.

7.7 Notices. All notices required hereunder shall be in writing
-------
and shall be deemed served when delivered personally to the person for
whom intended or two days after deposit in the United States Mail,
certified mail, return receipt requested or

<PAGE>

refused, addressed to the Persons for whom intended at the following
respective addresses:

The Company:

DFG Holdings, Inc.
c/o Dollar Financial Group, Inc.
Daylesford Plaza, Suite 210
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312
Attention: President

Any Purchaser, Shareholder or holders of Warrants,
at the last known address of said Purchaser, Shareholder or
holder of Warrants, as the case may be, as disclosed by the
books and records of the Company,

and/or to such other persons and/or at such other addresses as may be
designated by written notice served in accordance with the provisions
hereof.

7.8 Miscellaneous. The use of the singular or plural or
-------------
masculine or neuter gender shall not be given an exclusionary meaning
and, where applicable, shall be intended to include the appropriate
number or gender, as the case may be.

7.9 Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be deemed to be an original and all
of which, when taken together, shall constitute one instrument.

7.10 Descriptive Headings. Title headings are for reference
--------------------
purposes only and shall have no interpretive effect.

7.11 Entire Agreement. This Agreement constitutes the entire
----------------
agreement between the parties with respect to the subject matter
hereof. Each exhibit and schedule is incorporated herein by reference
and constitutes a part of this Agreement. Any amendments to this
Agreement must be made in writing and duly executed by each of the
parties entitled to adopt said amendment as provided in Section 7.5 or
by an authorized representative or agent of each such party.

7.12 Binding Effect. This Agreement shall be binding upon and
--------------
inure to the benefit of the parties hereto, their heirs,
representatives, successors and permitted assigns.

<PAGE>

7.13 Applicable Law. This Agreement shall be governed as to
--------------
validity, construction and in all other respects by the laws of the
State of Delaware applicable to contracts made in that State.

7.14 Severability. The invalidity of any provision of this
------------
Agreement or portion of a provision shall not affect the validity of
any other provision of this Agreement or the remaining portion of the
applicable provision.

7.15 Not an Employment Agreement. Nothing contained herein shall
---------------------------
be deemed or construed as an agreement of employment between any
Management Shareholder and the Company or any of its Subsidiaries.

7.16 Arbitration. Any claims, controversies, demands, disputes
-----------
or differences between or among the parties hereto arising out of, or
by virtue of, or in connection with, or otherwise relating to this
Agreement shall be submitted to and settled by arbitration conducted
in Philadelphia, Pennsylvania before one or three arbitrators, each of
whom shall be knowledgeable in the field of corporate law. Such
arbitration shall otherwise be conducted in accordance with the rules
then applying of the American Arbitration Association. The parties
hereto agree to share equally the responsibility for all fees of the
arbitrators. Judgment upon any award granted by such an arbitrator
may be enforced in any court having jurisdiction thereof.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.

DFG HOLDINGS, INC., a Delaware corporation

By: /s/ Jeffrey Weiss
-----------------------------------------
President

WPG CORPORATE DEVELOPMENT ASSOCIATES
IV, L.P.

By: WPG Private Equity Partners, L.P.,
General Partner

By: /s/ Wesley W. Lang, Jr.
-----------------------------------------
Managing General Partner

WPG CORPORATE DEVELOPMENT ASSOCIATES IV
(OVERSEAS), L.P.

By: WPG CDA IV (Overseas), Ltd., General
Partner

By:/s/ Wesley W. Lang, Jr.
------------------------------------------
Director

/s/ Wesley W. Lang, Jr.
---------------------------------------------
Wesley W. Lang, Jr.

/s/ Stephen N. Hutchinson
---------------------------------------------
Stephen N. Hutchinson

/s/ Peter B. Pfister
---------------------------------------------
Peter B. Pfister

/s/ Nora Kerppola
---------------------------------------------
Nora Kerppola

/s/ Craig Whiting
---------------------------------------------
Craig Whiting

<PAGE>

WEISS, PECK & GREER, as Trustee under
Craig Whiting IRA

By: /s/ Bert Rodriguez
-----------------------------------------
Bert Rodriguez

/s/ Jeffrey Weiss
---------------------------------------------
Jeffrey Weiss

/s/ Donald F. Gayhardt, Jr.
---------------------------------------------
Donald F. Gayhardt, Jr.

PEGASUS PARTNERS, L.P.

By:(Signature Illegible)
------------------------------------------
PAG DOLLAR INVESTORS LLC

By:(Signature Illegible)
-------------------------------------

GENERAL ELECTRIC CAPITAL CORPORATION

By:/s/ Paul A. Gelburd
-------------------------------------
Paul A. Gelburd

GHB CHARITABLE TRUST #1

By:/s/ George H. Brimhall
-------------------------------------
Trustee

By:/s/ George H. Brinhall
-------------------------------------
Trustee

<PAGE>

BANK OF AMERICA ILLINOIS

By: /s/ L. Dustin Vincent, III
------------------------------------
By: L. Dustin Vincent, III
Its: Managing Director

BHF-BANK AKTIENGESELLSCHAFT

By: /s/ David Fraenkel
------------------------------------
By: David Fraenkel
Its: Vice President

LEHMAN BROTHERS COMMERCIAL PAPER, INC.

By: /s/ Dennis J Dee
------------------------------------
By: Dennis J. Dee
Its: Authorized Signitory

THE FIRST NATIONAL BANK OF MARYLAND

By: (Signature Illegible)
------------------------------------
By:
Its:

PILGRIM AMERICA PRIME RATE TRUST

By: /s/ Howard Tiffen
------------------------------------
By: Howard Tiffen
Its: Sr. Vice President

/s/ Kenneth J. Hanau
-------------------------------------
Kenneth J. Hanau

/s/ Robert Teeter
-------------------------------------
Robert Teeter

<PAGE>

SCHEDULE I

INDIVIDUAL FUND SHAREHOLDERS

Wesley W. Lang, Jr.
Stephen N. Hutchinson
Peter B. Pfister
Nora Kerppola
Craig Whiting
Weiss, Peck & Greer, as Trustee under Craig Whiting IRA
Kenneth J. Hanau
Robert Teeter

<PAGE>

SCHEDULE II

WARRANT HOLDERS

Bank of America Illinois
BHF-Bank Aktiengsellschaft
The First National Bank of Maryland
Pilgrim America Prime Rate Trust
Lehman Commercial Paper Inc.

NYFS06...:\47\41847\0008\1710\EXHD156W.060

EXHIBIT 10.8
<PAGE>

ASSET PURCHASE AGREEMENT

BY AND AMONG

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.,
AS PURCHASER,

ABC CHECK CASHING, INC.,
AS SELLER

AND

ED KOWIT,
AS SHAREHOLDER

Dated as of August 28, 1996

<PAGE>

TABLE OF CONTENTS

Section Page
------- ----

ARTICLE I

SALE AND PURCHASE OF ASSETS
1.1 Sale and Purchase of Assets . . . . . . . . . . . . . 1
1.2 Assets . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Excluded Assets . . . . . . . . . . . . . . . . . . . 3
1.4 Liens . . . . . . . . . . . . . . . . . . . . . . . . 4
1.5 Liabilities . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II

PURCHASE PRICE AND PAYMENT
2.1 Amount of Purchase Price . . . . . . . . . . . . . . 5
2.2 Payment of Purchase Price . . . . . . . . . . . . . . 5
2.3 Certification of Amount of Cash on Hand . . . . . . . 5

ARTICLE III

CLOSING
3.1 Closing Date . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ABC AND THE SHAREHOLDER
4.1 Organization and Good Standing . . . . . . . . . . . 6
4.2 Authorization of Agreement . . . . . . . . . . . . . 6
4.3 Capitalization . . . . . . . . . . . . . . . . . . . 7
4.4 Subsidiaries and Other Interests . . . . . . . . . . 7
4.5 Corporate Records . . . . . . . . . . . . . . . . . . 7
4.6 Conflicts; Consents of Third Parties . . . . . . . . 7
4.7 Ownership and Transfer of Assets . . . . . . . . . . 8
4.8 Financial Statements . . . . . . . . . . . . . . . . 8
4.9 No Undisclosed Liabilities . . . . . . . . . . . . . 8
4.10 Absence of Certain Developments . . . . . . . . . . . 8
4.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . 10
4.12 Real Property . . . . . . . . . . . . . . . . . . . . 12
4.13 Tangible Personal Property . . . . . . . . . . . . . 13
4.14 Intangible Property . . . . . . . . . . . . . . . . . 13
4.15 Material Contracts . . . . . . . . . . . . . . . . . 14
4.16 Employee Benefits . . . . . . . . . . . . . . . . . . 15
4.17 Labor . . . . . . . . . . . . . . . . . . . . . . . . 15
4.18 Litigation . . . . . . . . . . . . . . . . . . . . . 15
4.19 Compliance with Laws . . . . . . . . . . . . . . . . 16
4.20 Environmental Matters . . . . . . . . . . . . . . . . 16
4.21 Insurance . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>

Section Page
------- ----

4.22Payables 17
4.23 Related Party Transactions . . . . . . . . . . . . . 17
4.24 ADA Matters . . . . . . . . . . . . . . . . . . . . . 17
4.25 Banks . . . . . . . . . . . . . . . . . . . . . . . . 18
4.26 No Misrepresentation . . . . . . . . . . . . . . . . 18
4.27 Financial Advisors . . . . . . . . . . . . . . . . . 18
4.28 ABC's Solvency and Obligations . . . . . . . . . . . 18
4.29 Name . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.1 Organization and Good Standing . . . . . . . . . . . 19
5.2 Authorization of Agreement . . . . . . . . . . . . . 19
5.3 Conflicts; Consents of Third Parties . . . . . . . . 19
5.4 Litigation . . . . . . . . . . . . . . . . . . . . . 20
5.5 Financial Advisors . . . . . . . . . . . . . . . . . 20
5.6 Purchaser's Solvency and Obligations . . . . . . . . 20
5.7 Purchaser's Group Medical Plans . . . . . . . . . . . 21

ARTICLE VI

COVENANTS
6.1 Effect of Investigation . . . . . . . . . . . . . . . 21
6.2 Consents . . . . . . . . . . . . . . . . . . . . . . 21
6.3 Preservation of Records . . . . . . . . . . . . . . . 21
6.4 Publicity . . . . . . . . . . . . . . . . . . . . . . 22
6.5 Use of Name . . . . . . . . . . . . . . . . . . . . . 22
6.6 Environmental Matters . . . . . . . . . . . . . . . . 22
6.7 Noncompetition Agreements . . . . . . . . . . . . . . 22
6.8 Employee Benefits and Employment . . . . . . . . . . 23
6.9 Tax Matters . . . . . . . . . . . . . . . . . . . . . 24
6.10 Consents to Lease of Bedford Property . . . . . . . . 25

ARTICLE VII

CONDITIONS TO CLOSING
7.1 Conditions Precedent to Obligations of Purchaser . . 25
7.2 Conditions Precedent to Obligations of ABC. . . . . 26

ARTICLE VIII

DOCUMENTS TO BE DELIVERED
8.1 Documents to be Delivered by ABC . . . . . . . . . . 26
8.2 Documents to be Delivered by the Purchaser . . . . . 28

ARTICLE IX

INDEMNIFICATION
9.1 Survival . . . . . . . . . . . . . . . . . . . . . . 28

<PAGE>

Section Page
------- ----

9.2 General Indemnification . . . . . . . . . . . . . . . 29
9.3 Limitations on Indemnification for Breaches of
Representations and Warranties . . . . . . . . . . . 30
9.4 Indemnification Procedures . . . . . . . . . . . . . 31
9.5 Tax Matters . . . . . . . . . . . . . . . . . . . . . 33
9.6 Employee Benefits and Labor Indemnity . . . . . . . . 33
9.7 Treatment of Payment . . . . . . . . . . . . . . . . 34

ARTICLE X

MISCELLANEOUS
10.1 Certain Definitions . . . . . . . . . . . . . . . . . 34
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . 40
10.3 Specific Performance . . . . . . . . . . . . . . . . 40
10.4 Further Assurances . . . . . . . . . . . . . . . . . 40
10.5 Submission to Jurisdiction; Consent to Service of
Process . . . . . . . . . . . . . . . . . . . . . . . 40
10.6 Entire Agreement; Amendments and Waivers . . . . . . 41
10.7 Governing Law . . . . . . . . . . . . . . . . . . . . 41
10.8 Table of Contents and Headings . . . . . . . . . . . 41
10.9 Notices . . . . . . . . . . . . . . . . . . . . . . . 41
10.10 Severability . . . . . . . . . . . . . . . . . . . . 42
10.11 Binding Effect; Assignment . . . . . . . . . . . . . 43
10.12 Bulk Transfer Laws . . . . . . . . . . . . . . . . . 43
10.13 Counterparts . . . . . . . . . . . . . . . . . . . . 43

<PAGE>

SCHEDULES AND EXHIBITS

Schedule I - List of Stores
Schedule 1.3 - Excluded Store
Schedule 1.5(b)- Agreed Prepaid Expenses
Schedule 4.6 - Conflicts
Schedule 4.9 - Undisclosed Liabilities
Schedule 4.10 - Certain Developments
Schedule 4.12(a)(1)- List of Company Properties
Schedule 4.12(a)(2)- Compliance Exceptions
Schedule 4.12(a)(3)- Property Contracts
Schedule 4.13 - Personal Property Leases
Schedule 4.14 - Intangibles
Schedule 4.15 - Material Contracts
Schedule 4.16(a)- Employee Benefits
Schedule 4.18 - Litigation
Schedule 4.19 - License Revocation Proceedings
Schedule 4.20 - Environmental
Schedule 4.21 - Insurance
Schedule 4.23 - Related Party Transactions
Schedule 4.25 - Bank Accounts
Schedule 4.27 - Financial Advisors
Schedule 5.3 - Conflicts/Consents
Schedule 6.9 - Allocation of Purchase Price

Exhibit A-1 - Form of Noncompetition Agreement (Shareholder
and ABC)
Exhibit A-2 - Form of Noncompetition Agreement (Credit One
and Quick Tax)
Exhibit B - Form of Legal Opinion (Seller)
Exhibit C - Form of Legal Opinion (Buyer)
Exhibit D - Form of Escrow Agreement
Exhibit E - Form of License Agreement
Exhibit F-1 - Form of Lease Assignment and Assumption
Agreement (Affiliate Leases)
Exhibit F-2 - Form of Lease Assignment and Assumption
Agreement (Non-Affiliate Leases)
Exhibit G - Form of Assumption Agreement
Exhibit H - Form of Bill of Sale and Assignment of
Contracts

<PAGE>

ASSET PURCHASE AGREEMENT
-------------------------

THIS ASSET PURCHASE AGREEMENT, dated as of August 28, 1996
(the "Agreement"), by and among Financial Exchange Company of Ohio,
Inc., an Ohio corporation (the "Purchaser"), ABC Check Cashing, Inc.,
an Ohio corporation ("ABC" or the "Company"), and Ed Kowit (the
"Shareholder").

W I T N E S S E T H:
--------------------
WHEREAS, ABC presently owns and operates those fifteen (15)
check cashing stores located in the State of Ohio as listed on
Schedule I (collectively, the "Stores");

WHEREAS, the Shareholder owns all of the issued and
outstanding capital stock of the Company;

WHEREAS, Purchaser is an indirectly wholly-owned subsidiary
of DFG Holdings, Inc.;

WHEREAS, Purchaser desires to purchase from ABC and ABC
desires to sell to Purchaser the Assets (as such term is defined in
Section 1.1) for the purchase price and upon the terms and conditions
hereinafter set forth;

WHEREAS, Purchaser desires that, effective upon the Closing
Date, the Shareholder, ABC and certain other companies that are 50%
owned by the Shareholder will agree not to compete with Purchaser or
any of its affiliates pursuant to Noncompetition Agreements to be
entered into on the Closing Date in the forms set forth on
Exhibits A-1 and A-2 hereto; and

WHEREAS, certain terms used in this Agreement are defined in
Section 10.1;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties
hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1 Sale and Purchase of Assets. Upon the terms and
---------------------------
subject to the conditions contained herein, on the Closing Date, ABC
shall sell, assign, transfer, convey and deliver to the Purchaser (or
its designees) good and marketable title, free and clear of all Liens
(other than Permitted Exceptions), and the
<PAGE>

Purchaser shall purchase from ABC, all of the assets, properties,
good-will, rights and business of ABC of any nature whatsoever
(whether real or personal, tangible or intangible or otherwise) other
than the Excluded Assets (collectively, the "Assets").

In addition, the Shareholder and ABC agree to provide, or
cause to be provided, to Purchaser access to all documents and/or
information as may be reasonably necessary to enable Purchaser to see
to the efficient and proper conduct and administration of the Assets
from and after the Closing Date, including, without limitation, all
historical files, Tax Returns, records and personnel data in
connection with the Stores.

1.2 Assets. Without limiting the foregoing, ABC agrees
------
that, at the time of Closing, all of the properties, business, rights,
good-will and assets of ABC (including all properties, business,
rights, good-will and assets used or useable in the operation of the
Stores), other than the Excluded Assets, including, but not limited
to, the following, shall be included in the Assets and shall be
transferred to the Purchaser (or its designees), free and clear of all
Liens, except for the Permitted Exceptions:

(a) Licenses and Authorizations. All authorizations,
---------------------------
approvals, orders, licenses, franchises, certificates and permits (to
the extent transferable) (collectively, "Licenses") of and from all
Governmental Bodies necessary to own or lease the properties and
assets used or useable in the operation of the Stores, together with
any renewals, extensions or modifications thereof and additions
thereto and other pending applications or applications filed with any
Governmental Body.

(b) Personal Property, etc. All tangible and intangible
-----------------------
personal property, equipment, machinery, furniture, fixtures, tools,
computer hardware, supplies and other assets, wherever located, used
or useable in the operation of the Stores.

(c) Real Property. The interest of ABC in and to all
-------------
leased real property, buildings and structures, leasehold
improvements, fixtures and appurtenances used or useable in the
operation of the Stores (including all Company Properties) and ABC's
interests and rights arising under all agreements, rights and
appurtenances relating thereto (including all Real Property Leases)
and any renewals, extensions, amendments or modifications thereof.

(d) Leases and Agreements. The rights of ABC arising under
---------------------
all contracts and agreements to which it is a party, including any
renewals, extensions, amendments or modifications thereof (including,
without limitation, the Assumed Contracts).

<PAGE>

(e) Intellectual Property, etc. All copyrights,
---------------------------
trademarks, service marks, trade secret rights, computer programs and
software, permits, licenses or other similar rights used or useable in
the operation of the Stores, including, specifically, the tradenames
enumerated on Schedule 4.14 hereof, as well as all other copyrights,
trademarks, service marks, trade secret rights, computer programs and
software, permits, licenses or other similar rights utilized in the
operation of the Stores.

(f) Books and Records. All books, records and files
-----------------
pertaining to the business conducted by any of the Stores for all
periods ending on or before the Closing Date.

(g) Prepaid Expenses. Security deposits and other prepaid
----------------
expenses of ABC relating to the operation or ownership of the Stores,
including, but not limited to, Taxes, rent, and licenses, postage, and
any other prepaid assets or deposits relating to the operation or
ownership of the Stores.

(h) Customer Lists. Customer lists, vendor lists and other
--------------
intangible assets of ABC.

(i) Cash On Hand. All Cash on Hand.
------------
The term "computer programs and software" as used in subparagraph
(e) above shall include, without limitation, all point-of-sale ("POS")
software developed and/or owned by ABC.

1.3 Excluded Assets. It is agreed that, other than cash
---------------
physically located in the Stores at the opening of business on the
Closing Date (the "Cash on Hand"), (a) any cash, savings accounts,
checks returned unpaid, accounts receivable, refunds of unearned
insurance premiums, bank deposits and items in the process of
collection held by ABC, (b) the real property owned by ABC in Lorain,
Ohio and located at 2193 North Ridge Rd., Lorain, Ohio, (c) the two
season tickets to the Cleveland Cavalier basketball team owned by ABC,
(d) ABC's minute books, other similar corporate records and stock
register, (e) the store listed on Schedule 1.3 hereto and (f) any
payroll advances or other loans against future wages made by ABC to
any of its employees (collectively, the "Excluded Assets") shall not
constitute part of the Assets. Such Excluded Assets shall be retained
by ABC and shall not be transferred to the Purchaser at Closing.
Solely as an accommodation to ABC, Purchaser shall, during the 60-day
period following the Closing Date, attempt to collect (at the sole
cost and expense of ABC) ABC's outstanding accounts receivable and
other items in the process of collection as of the Closing Date (all
to the extent arising in the ordinary course of business of ABC) and
will remit to ABC any amounts so collected (net of expenses, including
reasonable attorneys' fees); provided that (i) ABC shall promptly pay
--------
to Purchaser (or Purchaser may retain from

<PAGE>

such proceeds) an amount equal to 10% of all amounts collected, (ii)
Purchaser shall not be obligated to institute litigation or any
proceedings to collect such amounts and (iii) ABC shall reimburse
Purchaser immediately upon demand for any and all expenses of
Purchaser (including, without limitation, reasonable attorneys' fees
and expenses) to the extent Purchaser shall not therefore have
reimbursed itself out of amounts collected by Purchaser as described
above. Purchaser shall have no affirmative duty to collect any of
such items.

1.4 Liens. ABC agrees that, as of Closing, the Assets will
-----
be free and clear of all Liens except for the Permitted Exceptions and
specifically agrees that all such Liens, other than the Permitted
Exceptions, shall be satisfied prior to the consummation of the
Closing.

1.5 Liabilities.
-----------

(a) Upon the terms and subject to the conditions of this
Agreement, at the Closing Purchaser will assume and agree to perform
and discharge the obligations of ABC under and pursuant to the Assumed
Contracts, but only to the extent that such obligations arise and
accrue after the Closing Date (excluding, however, those obligations
that either arise out of or would have been satisfied prior to the
Closing but for a breach or default by ABC) (collectively, the
"Assumed Liabilities"). The Purchaser shall not assume, and shall not
be deemed to have assumed, any Excluded Liabilities.

(b) Apportionments. Rents, additional rent, real estate
--------------
taxes, personal property taxes, water, utilities, and benefits under
any Employee Benefit Plan (including accrued vacation and holidays)
(the "Expenses") to the extent constituting Agreed Prepaid Expenses
that are (i) paid by, or on behalf of, ABC on or prior to the Closing
Date and allocable, in whole or in part, to any period following the
Closing Date, shall be credited to ABC to the extent so allocable, or
(ii) unpaid by, or on behalf of ABC on or prior to the Closing Date
and allocable, in whole or in part, to any period prior to the Closing
Date, shall be credited to Purchaser (the "Credited Liabilities"). In
addition, to the extent that, in connection with the assignment of any
real property leases by ABC to Purchaser at the Closing, security
deposits paid thereunder by ABC are to remain in place on and after
Closing, Purchaser shall reimburse ABC for such amounts at Closing.
Schedule 1.5(b) hereto lists the categories of prepaid Expenses of ABC
expected to exist as of Closing (the "Agreed Prepaid Expenses").
Except for Agreed Prepaid Expenses, no other Expenses shall be pro
rated as provided above.

The parties hereto shall make apportionments as provided
above on the Closing Date and corresponding adjustments to the

<PAGE>

Purchase Price to the extent possible at that time. However, because
a number of the Agreed Prepaid Expenses will not be readily
determinable until after the Closing Date, final apportionments cannot
be made on that date. Therefore, at such time as ABC and Purchaser
reasonably believe that all of the Agreed Prepaid Expenses are
sufficiently determinable so that charges and credits may be finally
allocated in the manner contemplated by this Section 1.5(b), ABC and
Purchaser shall agree with respect to the allocation of the Agreed
Prepaid Expenses and a further adjustment shall be made between the
parties hereto. To the extent the net effect of such additional
adjustment results in a credit to ABC, Purchaser shall promptly pay
such additional amount to ABC (plus interest on such amount at the
rate of 8% per annum from the Closing Date to the date of payment),
which amount shall be an adjustment to the Purchase Price. To the
extent such net effect results in a credit to Purchaser, ABC and the
Shareholder shall be jointly and severally liable to promptly pay such
additional amount to Purchaser (plus interest on such amount at the
rate of 8% per annum from the Closing Date to the date of payment),
which amount shall be an adjustment to the Purchase Price. In the
event that either party gives the other written notice that a dispute
exists with respect to the apportionment of Agreed Prepaid Expenses
and such dispute is not resolved within 20 days after the other party
receives a copy of such notice of dispute, either party may submit
such dispute to arbitration in Cleveland, Ohio for final resolution in
accordance with the commercial arbitration rules of the American
Arbitration Association then in effect. The determination of such
arbitrators shall be final and binding upon the parties hereto, and
the fees of such arbitrators in connection with the determination
shall be paid by the party against whom the award was made, or if a
compromise was made, shared equally.

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price. The purchase price for the
------------------------
Assets and the Assumed Liabilities (the "Purchase Price") shall be an
amount equal to the sum of (i) $6,000,000 plus (ii) the amount of Cash
----
on Hand as certified pursuant to the provisions of Section 2.3 below
plus (iii) the allocation between the parties of the Agreed Prepaid
----
Expenses in accordance with Section 1.5 hereof plus (iv) the 1995
----
Audit Expense.

2.2 Payment of Purchase Price. ABC acknowledges and agrees
-------------------------
that the $60,000 deposit previously paid by Purchaser to ABC shall be
credited to, and applied in partial payment of, the Purchase Price.
On the Closing Date, the Purchaser shall pay the balance of the
Purchase Price as follows: (i) $400,000 to Midland

<PAGE>

Title Security, Inc. as escrow agent (the "Escrow Agent") under the
Escrow Agreement, and (ii) $5,540,000 plus Cash on Hand plus the
---- ----
allocation on the Closing Date of the Agreed Prepaid Expenses plus the
----
1995 Audit Expense. All such payments of cash shall be made, if to
ABC, by certified or bank cashier's check in New York Clearing House
Funds, payable to the order of ABC (or, at ABC's option, by wire
transfer of immediately available funds into an account designated by
ABC) and if to the Escrow Agent, by wire transfer of immediately
available funds into an account designated by the Escrow Agent.

2.3 Certification of Amount of Cash on Hand. On the
---------------------------------------
Closing Date, ABC shall (i) determine the amount of Cash on Hand as of
the opening of business on the Closing Date at each of the Stores and
(ii) deliver a statement containing such determination to the
Purchaser. ABC shall determine the Cash on Hand by having two
employees at each Store count all Cash on Hand as of the opening of
business at such Store on the Closing Date and transmit such total to
an officer of ABC. Such officer will tally all such amounts and
deliver the statement referred to in clause (ii) above.

ARTICLE III

CLOSING

3.1 Closing Date. Subject to the satisfaction of the
------------
conditions set forth in Sections 7.1 and 7.2 hereof (or the waiver
thereof by the party entitled to waive that condition), the closing of
the sale and purchase of the Assets provided for in Section 1.1 hereof
(the "Closing") shall take place at 10:00 A.M. at the offices of Weil,
Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York
10153 (or at such other place as the parties may designate in writing)
on the date hereof, or on such other date as ABC and the Purchaser may
jointly designate in writing. The date on which the Closing is held
is referred to in this Agreement as the "Closing Date".

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ABC AND THE SHAREHOLDER

ABC and the Shareholder hereby jointly and severally
represent and warrant to Purchaser as follows:

4.1 Organization and Good Standing. ABC is a corporation
------------------------------
duly organized, validly existing and in good standing under the laws
of Ohio and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on

<PAGE>

its business as now conducted. ABC is duly qualified or authorized to
do business as a foreign corporation and is in good standing under the
laws of each jurisdiction in which it leases real property and each
other jurisdiction in which the conduct of its business or the
ownership of its properties requires such qualification or authoriza-
tion.

4.2 Authorization of Agreement. ABC and each other party
--------------------------
hereto (other than Purchaser) has all requisite power, authority and
legal capacity to execute and deliver this Agreement, a Noncompetition
Agreement and each other agreement, document, or instrument or
certificate contemplated by this Agreement or to be executed by such
Person in connection with the consummation of the transactions
contemplated by this Agreement (collectively, the "Seller Documents"),
and to consummate the transactions contemplated hereby and thereby.
This Agreement and each of the Seller Documents have been duly and
validly executed and delivered by ABC and each other party thereto
(other than Purchaser) and (assuming the due authorization, execution
and delivery by Purchaser if a party thereto) this Agreement and each
of the Seller Documents constitute, the legal, valid and binding
obligations of ABC and each other party thereto (other than
Purchaser), enforceable against such Person in accordance with their
respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

4.3 Capitalization.
--------------
(a) The authorized capital stock of ABC consists of 500
shares of common stock, without par value per share (the "Common
Stock"). There are 100 shares of Common Stock issued and outstanding
and 100 shares of Common Stock are held by ABC as treasury stock. All
of the issued and outstanding shares of Common Stock are owned,
beneficially and of record, by the Shareholder.

4.4 Subsidiaries and Other Interests. ABC does not have
--------------------------------
any Subsidiaries and does not own any equity interests in any Person.

4.5 Corporate Records. ABC has delivered to the Purchaser
-----------------
true, correct and complete copies of the certificate of incorporation
(certified by the Secretary of State of Ohio) and by-laws (certified
by the secretary, assistant secretary or other appropriate officer) of
ABC.

<PAGE>

4.6 Conflicts; Consents of Third Parties.
------------------------------------
(a) None of the execution and delivery by ABC or the
Shareholder of this Agreement and the Seller Documents, the consum-
mation by each of ABC and the Shareholder of the transactions
contemplated hereby and thereby, or compliance by ABC or the
Shareholder with any of the provisions hereof or thereof will (i)
conflict with, or result in the breach of, any provision of the
certificate of incorporation or by-laws of ABC; (ii) except as set
forth on Schedule 4.6, conflict with, violate, result in the breach or
termination of, constitute a default under, or give rise to any right
of acceleration under, any note, bond, mortgage, deed of trust,
indenture, license, lease, agreement or other instrument or obligation
to which ABC or the Shareholder is a party or by which any of them or
any of their respective properties or assets is bound; (iii) violate
any statute, rule, regulation, judgment or Order of any Governmental
Body by which ABC or the Shareholder is bound; or (iv) result in the
creation of any Lien upon the properties or assets of ABC or the
Shareholder.

(b) Except for the consent of the lessor of the Bedford
Property and as set forth in Schedule 4.6, no consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing
with, or notification to, any Person or Governmental Body is required
on the part of ABC or the Shareholder in connection with the execution
and delivery of this Agreement or the Seller Documents, or the
compliance by ABC or the Shareholder, as the case may be, with any of
the provisions hereof or thereof.

4.7 Ownership and Transfer of Assets. ABC is the owner of
--------------------------------
all the Assets, free and clear of any and all Liens (other than
Permitted Exceptions). ABC has the power and authority to sell,
transfer, assign and deliver all such Assets as provided in this
Agreement. Upon the consummation of the Closing, ABC will have
conveyed to Purchaser good and marketable title to all of the Assets,
free and clear of all Liens (other than Permitted Exceptions).

4.8 Financial Statements. ABC has delivered to the
--------------------
Purchaser copies of (i) the audited balance sheets of ABC as at
December 31, 1993, 1994 and 1995 and the related audited statements of
income and of cash flows of ABC for the years then ended and (ii) the
unaudited consolidated balance sheet of ABC as at April 30, 1996 and
the related consolidated statement of income and cash flow of ABC for
the period then ended (such audited and unaudited statements,
including the related notes and schedules thereto, are referred to
herein as the "Financial Statements"). Each of the Financial State-
ments is complete and correct in all material respects, has been
prepared in accordance with GAAP (subject to normal year-end
adjustments in the case of the unaudited statements) and in conformity
with the practices consis

<PAGE>

tently applied by ABC without modification of the accounting
principles used in the preparation thereof, and presents fairly in
accordance with GAAP the financial position, results of operations and
cash flows of ABC as at the dates and for the periods indicated.

For the purposes hereof, the audited balance sheet of ABC as
at December 31, 1995 is referred to as the "Balance Sheet" and
December 31, 1995 is referred to as the "Balance Sheet Date".

4.9 No Undisclosed Liabilities. Except as set forth on
--------------------------
Schedule 4.9, ABC has no indebtedness, obligations or liabilities of
any kind (whether absolute, contingent or otherwise, and whether due
or to become due) which are not reflected on its Balance Sheet other
than such indebtedness, obligations or liabilities (i) as were
incurred in the ordinary and usual course of business consistent with
its past practices since the Balance Sheet Date, (ii) existing
pursuant to any contract or agreement disclosed on Schedules
4.12(a)(1), 4.12(a)(2), 4.13 or 4.15 (or any contract or agreement not
required to be disclosed thereon because such contract or agreement
was not of the type required to be disclosed thereon) or (iii) which
will be repaid or discharged prior to the Closing.

4.10 Absence of Certain Developments. Except as expressly
-------------------------------
required by this Agreement or as set forth on Schedule 4.10, since the
Balance Sheet Date:

(i) there has not been any Material Adverse Change nor
has there occurred any event which is reasonably likely to result
in a Material Adverse Change;

(ii) there has not been any damage, destruction or
loss, whether or not covered by insurance, with respect to the
property and assets of ABC having a replacement cost of more than
$10,000 for any single loss or $25,000 for all such losses;

(iii) there has not been any declaration, setting
aside or payment of any dividend or other distribution in respect
of any shares of capital stock of ABC or any repurchase, redemp-
tion or other acquisition by ABC of any outstanding shares of
capital stock or other securities of, or other ownership interest
in, ABC;

(iv) ABC has not awarded or paid any bonuses to
employees of ABC with respect to the fiscal year ended December
31, 1995, or entered into any employment, deferred compensation,
severance or similar agreement (nor amended any such agreement)
or agreed to increase the compensation payable or to become
payable by it to any of ABC's directors,

<PAGE>

officers, employees, agents or representatives or increased or
agreed to increase the coverage or benefits available under any
severance pay, termination pay, vacation pay, company awards,
salary continuation for disability, sick leave, deferred compen-
sation, bonus or other incentive compensation, insurance, pension
or other employee benefit plan, payment or arrangement made to,
for or with such directors, officers, employees, agents or
representatives (other than normal increases in the ordinary
course of business consistent with past practice and that in the
aggregate have not resulted in a material increase in the
benefits or compensation expense of ABC, including coverage or
contributions required or permitted under the terms of any
Employee Benefit Plan or required under any applicable law, rule
or regulation);

(v) there has not been any change by ABC in accounting
or Tax reporting principles, methods or policies;

(vi) ABC has not entered into any transaction or
Contract or conducted its business other than in the ordinary
course consistent with past practice;

(vii) ABC has not failed to promptly pay and
discharge current liabilities except where disputed in good faith
by appropriate proceedings;

(viii) ABC has not made any loans, advances or
capital contributions to, or investments in, any Person or paid
any fees or expenses to any Affiliate of ABC;

(ix) ABC has not mortgaged, pledged or subjected to any
Lien any of its assets, or acquired any assets or sold, assigned,
transferred, conveyed, leased or otherwise disposed of any
assets, except for assets acquired or sold, assigned,
transferred, conveyed, leased or otherwise disposed of in the
ordinary course of business consistent with past practice;

(x) ABC has not discharged or satisfied any Lien, or
paid any obligation or liability (fixed or contingent), except in
the ordinary course of business consistent with past practice and
which, in the aggregate, would not be material to ABC or which is
permitted or required under the terms of any Employee Benefit
Plan or required under any applicable law, rule, or regulation
and which in the aggregate would not be material to ABC;

(xi) ABC has not canceled or compromised any debt or
claim or amended, canceled, terminated, relinquished, waived or
released any Contract or right except in the

<PAGE>

ordinary course of business consistent with past practice and
which, in the aggregate, would not be material to ABC;

(xii) ABC has not made or committed to make any
capital expenditures or capital additions or betterments in
excess of $10,000 individually or $25,000 in the aggregate;

(xiii) ABC has not entered into any transaction,
arrangement or agreement with any of its Affiliates;

(xiv) ABC has not instituted or settled any
material Legal Proceeding; and

(xv) ABC has not agreed to do anything set forth in
this Section 4.10.

4.11 Taxes.
-----
(a) All Tax Returns required to be filed by or with respect
to ABC or its assets have been properly prepared and duly and timely
filed with the appropriate taxing authorities in all jurisdictions in
which such Tax Returns are required to be filed, and all such Tax
Returns are true, complete and correct in all material respects. ABC
has duly and timely paid all Taxes that are due, or claimed or
asserted by any taxing authority to be due, from or with respect to it
for periods covered by such Tax Returns. With respect to any period
for which Tax Returns have not yet been filed, or for which Taxes are
not due or owing, ABC has made sufficient current accruals for such
Taxes in its Financial Statements as of December 31, 1995.

(b) ABC has duly and timely withheld from employee
salaries, wages and other compensation and has paid over to the
appropriate taxing authorities all amounts required to be so withheld
and paid over for all periods under all applicable laws.

(c) There are no outstanding agreements, waivers, or
arrangements extending the statutory period of limitation applicable
to any claim for, or the period for the collection or assessment of,
Taxes due from or with respect to ABC for any taxable period.

(d) All deficiencies asserted or assessments made as a
result of any examinations by the Internal Revenue Service or any
other taxing authority of the Tax Returns of or covering or including
ABC have been fully paid, and there are no other audits or
investigations by any taxing authority in progress, nor has ABC
received any notice from any taxing authority that it intends to
conduct such an audit or investigation.

<PAGE>

(e) ABC is not a foreign person within the meaning of
Section 1445 of the Code.

(f) No claim has been made by a taxing authority in a
jurisdiction where ABC does not file Tax Returns such that it is or
may be subject to taxation by that jurisdiction.

(g) No property owned on the Closing Date by ABC will be
required to be treated as being (i) owned by another Person pursuant
to the provisions of Section 168(f)(8) of the Internal Revenue Code of
1954, as amended and in effect immediately prior to the enactment of
the Tax Reform Act of 1986 or (ii) tax-exempt use property within the
meaning of Section 168(h)(1) of the Code.

(h) No property owned on the Closing Date by ABC is subject
to a Section 467 rental agreement.

(i) ABC is not a party to any tax sharing or similar
agreement or arrangement (whether or not written) pursuant to which it
will have any obligation to make any payments after the Closing.

(j) The performance of the transactions contemplated by
this Agreement will not (either alone or upon the occurrence of any
additional or subsequent event) result in any payment that would
constitute an "excess parachute payment" within the meaning of Section
280G of the Code.

(k) There are no liens with respect to Taxes upon any of
the assets of ABC.

(l) ABC has never been a member of an affiliated group of
corporations filing a consolidated, combined or unitary Tax Return.

4.12 Real Property.
-------------
(a) Except for the store location listed on Schedule 1.3,
Schedule 4.12(a)(1) sets forth a complete list of all real property
and interests in real property leased by ABC (individually, a "Real
Property Lease" and the real properties specified in such leases being
referred to herein individually as a "Company Property" and
collectively as the "Company Properties") as lessee or lessor. The
Company Property constitutes all interests in real property currently
used or currently held for use in connection with the business of the
Stores and which are necessary for the continued operation of the
business of the Stores as the business is currently conducted. Except
as set forth on Schedule 4.12(a)(2), to the best of ABC's and/or the
Shareholder's Knowledge, the premises leased pursuant to the Real
Property Leases comply with all building, fire, zoning and other
ordinances

<PAGE>

and regulations applicable thereto. ABC has paid all rent, additional
rent and/or other charges reserved and payable under each of the Real
Property Leases to the extent so payable as of the date hereof. ABC
has a valid and enforceable leasehold interest under each of the Real
Property Leases, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity); ABC has not caused an
event of default or received any written notice of any default or
event that with notice or lapse of time, or both, would constitute a
default by ABC under any of the Real Property Leases; and none of the
landlords in respect of the Real Property Leases has caused an event
of default that with notice or lapse of time, or both, would
constitute a default by any one of such landlords under any of the
Real Property Leases. Except as set forth on Schedule 4.12(a)(3),
there is no management agreement, equipment lease, service contract or
other contract or agreement to which ABC is a party affecting any
Company Property (collectively, "Property Contracts") which (i) was
not made in the ordinary course of business, (ii) is not terminable
upon 30 days' prior notice by ABC without payment of a premium or
penalty or (iii) requires payments in excess of an amount that, if
added to the monthly payment obligations of all other Property
Contracts in respect of such Company Property, would cause the
aggregate amount of all monthly payment obligations in respect of all
Property Contracts for such Company Property to exceed $1,000 with
respect to a Real Property Lease. ABC has delivered to the Purchaser
true, correct and complete copies of the Real Property Leases,
together with all amendments, modifications or supplements, if any,
thereto. ABC presently owns and operates the Stores, which includes
the check cashing stores at the locations set forth on Schedule
4.12(a)(1).

(b) ABC has all certificates of occupancy and Permits of
any Governmental Body necessary or useful for the current use and
operation of each Company Property, and ABC has fully complied with
all material conditions of the Permits applicable to them. No default
or violation, or event that with the lapse of time or giving of notice
or both would become a default or violation, has occurred in the due
observance of any Permit.

(c) There does not exist any actual or, to the best
Knowledge of ABC and/or the Shareholder, threatened or contemplated
condemnation or eminent domain proceedings that affect any Company
Property or any part thereof, and ABC has not received any notice,
oral or written, of the intention of any Governmental Body or other
Person to take or use all or any part thereof.

(d) ABC has not received any written notice from any
insurance company that has issued a policy with respect to any

<PAGE>

Company Property requiring performance of any structural or other
repairs or alterations to such Company Property.

(e) ABC does not own or hold, and is not obligated under or
a party to, any option, right of first refusal or other Contract right
to purchase, acquire, sell, assign or dispose of any real estate or
any portion thereof or interest therein.

(f) ABC does not own or hold in fee any real property with
respect to the Stores.

4.13 Tangible Personal Property.
--------------------------
(a) Schedule 4.13 sets forth all leases of personal
property ("Personal Property Leases") relating to personal property
used in the business of ABC or to which ABC is a party or by which the
properties or assets of ABC is bound. ABC has delivered or otherwise
made available to the Purchaser true, correct and complete copies of
the Personal Property Leases, together with all amendments,
modifications or supplements thereto.

(b) ABC has a valid leasehold interest under each of the
Personal Property Leases under which it is a lessee, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or
in equity), and there is no default under any Personal Property Lease
by ABC, or, to the best Knowledge of ABC and/or the Shareholder, by
any other party thereto, and no event has occurred that with the lapse
of time or the giving of notice or both would constitute a default
thereunder.

(c) ABC has good and marketable title to all of the items
of tangible personal property reflected on its Balance Sheet (except
as sold or disposed of subsequent to the date thereof in the ordinary
course of business consistent with past practice), free and clear of
any and all Liens, other than the Permitted Exceptions.

<PAGE>

that any of the foregoing is invalid or conflicts with the asserted
rights of others. ABC possesses all patents, patent licenses, trade
names, trademarks, service marks, brand marks, brand names,
copyrights, know-how, formulae and other proprietary and trade rights
necessary for the conduct of its business as now conducted, not
subject to any restrictions and without any known conflict with the
rights of others and ABC has not forfeited or otherwise relinquished
any such patent, patent license, trade name, trademark, service mark,
brand mark, brand name, copyright, know-how, formulate or other
proprietary right necessary for the conduct of its business as
conducted on the date hereof. ABC is not under any obligation to pay
any royalties or similar payments in connection with any license to
any Affiliate of ABC.

4.15 Material Contracts. Schedule 4.15 sets forth each of
------------------
the following Contracts to which ABC is a party or by which it is
bound (collectively, the "Material Contracts"): (i) Contracts with
the Shareholder (or any Affiliates of the Shareholder) or any current
or former officer or director of ABC; (ii) Contracts with any labor
union or association representing any employee of ABC; (iii) Contracts
pursuant to which any Person is required to purchase or sell a stated
portion of its requirements or output from or to another Person;
(iv) Contracts for the sale of any of the assets of ABC other than in
the ordinary course of business or for the grant to any Person of any
preferential rights to purchase any of its assets; (v) partnership or
joint venture agreements; (vi) Contracts containing covenants of ABC
or any of its Affiliates not to compete in any line of business or
with any Person in any geographical area or covenants of any other
Person not to compete with ABC in any line of business or in any
geographical area; (vii) Contracts relating to the acquisition by ABC
of any operating business or the capital stock of any other Person;
(viii) Contracts relating to the borrowing of money; or (ix) any other
Contracts, other than Real Property Leases, which involve the
expenditure of more than $15,000 in the aggregate or $5,000 annually
or require performance by any party more than one year from the date
hereof. There have been made available to the Purchaser true and
complete copies of each of the Material Contracts. Except as set
forth on Schedule 4.15, each of the Material Contracts and other
agreements is in full force and effect and is the legal, valid and
binding obligation of each party thereto, enforceable against such
party in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). Except as
set forth on Schedule 4.15, ABC is not in default in any material
respect under any Material Contracts, nor, to the Knowledge of ABC or
the Shareholder, is any other party to any Material Contract in
default thereunder in any material respect. "Assumed Contracts"

<PAGE>

shall include (i) all Real Property Leases, and (ii) the Material
Contracts marked on Schedule 4.15 with an asterisk (*). Any Assumed
Contract to be transferred to Purchaser at Closing may be so
transferred and will not cause a default or violation thereunder.

4.16 Employee Benefits. Schedule 4.16(a) sets forth a
-----------------
complete and correct list of (i) all "employee benefit plans" as
defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and any other severance pay, vacation
pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, stock
purchase arrangements or policies, life insurance, scholarship or
other employee benefit plan, program or arrangement maintained by ABC
or to which ABC has any liability (contingent or otherwise) with
respect to employees, officers, directors or shareholders of ABC
("Employee Benefit Plans"). None of the Employee Benefit Plans
constitutes a multiple employer Plan as defined in Section 4063 and
4064 of ERISA ("Multiple Employer Plans"), (ii) multiemployer plans
(as defined in Section 4001(a)(3) of ERISA) ("Multiemployer Plans") or
(iii) "benefit plans", within the meaning of Section 5000(b)(1) of the
Code providing continuing benefits after the termination of employment
(other than as required by Section 4980B of the Code or Part 6 of
Title I of ERISA and at the former employee's or his beneficiary's
sole expense).

4.17 Labor.
-----
(a) ABC is not party to any labor or collective bargaining
agreement and there are no labor or collective bargaining agreements
which pertain to employees of ABC.

(b) No employees of ABC are represented by any labor
organization. No labor organization or group of employees of ABC has
made a pending demand for recognition, and there are no representation
proceedings or petitions seeking a representation proceeding presently
pending or, to the best Knowledge of ABC or the Shareholder,
threatened to be brought or filed, with the National Labor Relations
Board or other labor relations tribunal. There is no organizing
activity involving ABC pending or, to the best Knowledge of ABC or the
Shareholder, threatened by any labor organization or group of
employees of ABC.

(c) There are no (i) strikes, work stoppages, slowdowns,
lockouts or arbitrations or (ii) material grievances or other labor
disputes pending or, to the best Knowledge of ABC or the Shareholder,
threatened against or involving ABC. There are no unfair labor
practice charges, grievances or complaints pending or, to the best
Knowledge of ABC or the Shareholder, threatened by or on behalf of any
employee or group of employees of ABC.

<PAGE>

4.18 Litigation. Except as set forth in Schedule 4.18,
----------
there is no suit, action, proceeding, investigation, claim or order
pending or, to the Knowledge of ABC or the Shareholder, overtly
threatened against ABC (or to the Knowledge of ABC or the Shareholder,
pending or threatened, against any of the officers, directors or key
employees of ABC with respect to their business activities on behalf
of ABC), or to which ABC is otherwise a party, before any court, or
before any governmental department, commission, board, agency, or
instrumentality; nor, to the Knowledge of ABC or the Shareholder, is
there any reasonable basis for any such action, proceeding, or
investigation. ABC is not subject to any judgment, Order or decree of
any court or Governmental Body and ABC is not engaged in any legal
action to recover monies due it or for damages sustained by it.

4.19 Compliance with Laws. ABC possesses all Licenses of
--------------------
and from all Governmental Bodies necessary to own or lease its
respective properties and assets and to conduct the business in which
it is engaged. Except as set forth on Schedule 4.19, no proceeding
has been threatened or commenced which seeks to, or could reasonably
be anticipated to, cause the suspension, modification, revocation or
withdrawal of any License. ABC is currently, and at all times has
been, in material compliance with all Laws applicable to it including,
without limitation, all applicable banking Laws. Neither ABC nor any
of its directors, officers, employees or representatives has offered,
proposed, promised or made any illegal payment to officers, employees
or representatives of any Governmental Body, or engaged in any illegal
reciprocal practices or made any illegal payment or given any other
illegal consideration to any third party.

4.20 Environmental Matters. Except as set forth on Schedule
---------------------
4.20 hereto:

(a) the operations of ABC, to the Knowledge of ABC and/or
the Shareholder, are and have been and are in substantial compliance
with all applicable Environmental Laws and all permits, licenses or
other authorizations issued pursuant to applicable Environmental Laws
("Environmental Permits");

(b) ABC has obtained all Environmental Permits necessary to
operate its business and is in substantial compliance with such
Environmental Permits;

(c) ABC is not the subject of any outstanding written
order, agreement or Contract with any governmental authority or person
respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any
Release or threatened Release of a Hazardous Material;

<PAGE>

(d) ABC has not received any written communication alleging
that ABC or the operations thereof may be in violation of any
Environmental Law or any Environmental Permit, or may have any
liability under any Environmental Law;

(e) to the Knowledge of ABC and/or the Shareholder, no
unpermitted or unlawful Release of any Hazardous Materials has
occurred at any of the Company Properties or off-site so as to
adversely affect the Company Properties;

(f) there are no legal or administrative proceedings
pending or, to the Knowledge of ABC or the Shareholder, threatened
against ABC alleging the violation of or seeking to impose liability
pursuant to Environmental Laws;

(g) to the Knowledge of ABC or the Shareholder, there are
no investigations of the business, operations, or currently or
previously owned, operated or leased property of ABC pending or
threatened which could lead to the imposition of any liability
pursuant to Environmental Law;

(h) there is not located at any of the Company Properties
any (i) underground storage tanks, (ii) asbestos-containing material
or (iii) equipment containing polychlorinated biphenyls in quantities
requiring record keeping pursuant to the Toxic Substances Control Act;
and

(i) ABC has provided to the Purchaser copies of all
environmentally related audits, studies, reports, analyses, and
results of investigations in its or the Shareholder's possession,
custody or control that have been performed with respect to the
currently or previously owned, leased or operated properties of ABC.

4.21 Insurance. Schedule 4.21 sets forth a complete and
---------
accurate list of all policies of insurance of any kind or nature
covering ABC or any of its employees, properties or assets, including,
without limitation, policies of life, disability, fire, theft, workers
compensation, employee fidelity and other casualty and liability
insurance. All such policies are in full force and effect and ABC is
not in default of any provision thereof.

4.22 Payables. All accounts payable of ABC reflected in its
--------
Balance Sheet or arising after the date thereof are the result of bona
fide transactions in the ordinary course of business and have been
paid or are not yet due and payable.

4.23 Related Party Transactions. Except as set forth on
--------------------------
Schedule 4.23, ABC has not borrowed any moneys from and has no
outstanding indebtedness or other similar obligations to the
Shareholder or any of its Affiliates. Except as set forth in

<PAGE>

Schedule 4.23, none of ABC, or any of its officers, employees or
Affiliates (i) owns any direct or indirect interest of any kind in, or
controls or is a director, officer, employee or partner of, or con-
sultant to, or lender to or borrower from or has the right to
participate in the profits of, any Person which is (A) a competitor,
supplier, customer, landlord, tenant, creditor or debtor of ABC, (B)
engaged in a business related to the business of ABC, or (C) a parti-
cipant in any transaction to which ABC is a party or (ii) is a party
to any Contract or transaction with ABC. Since the Balance Sheet
Date, ABC has not entered into any transactions with any Affiliate.

4.24 ADA Matters. Neither ABC nor the Shareholder has
-----------
received any notification regarding any real property which is the
subject of any of the Real Property Leases which would require that
the lessee under any such Real Property Lease make any additions,
renovations or improvements to such property pursuant to the terms of
the Americans With Disabilities Act ("ADA") or otherwise.

4.25 Banks. Schedule 4.25 contains a complete and correct
-----
list of the names and locations of all banks in which ABC has accounts
or safe deposit boxes and the names of all persons authorized to draw
thereon or to have access thereto. Except as set forth on Schedule
4.25, no person holds a power of attorney to act on behalf of ABC.

4.26 No Misrepresentation. No representation or warranty of
--------------------
ABC or the Shareholder contained in this Agreement or in any schedule
hereto or in any certificate or other agreement or instrument
furnished by ABC or the Shareholder to the Purchaser pursuant to the
terms hereof, contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements
contained herein or therein not misleading.

4.27 Financial Advisors. Except as set forth on Schedule
------------------
4.27, no Person has acted, directly or indirectly, as a broker, finder
or financial advisor for ABC or the Shareholder in connection with the
transactions contemplated by this Agreement and no Person is entitled
to any fee or commission or like payment in respect thereof.

4.28 ABC's Solvency and Obligations. The obligations
------------------------------
incurred by ABC pursuant to this Agreement or in connection with the
sale of the Stores will not render ABC insolvent within the meaning of
the United States Bankruptcy Code, other applicable federal law or
applicable state law, including, without limitation, the laws of the
States of Ohio or New York. Every obligation incurred by ABC pursuant
to this Agreement or in connection with the sale of the assets sold by
it hereunder has been incurred for fair consideration. ABC
acknowledges the

<PAGE>

receipt of reasonably equivalent value in connection with the sale of
the Assets. ABC does not intend or believe that it will incur debts
beyond its ability to pay as they mature in connection with the
obligations incurred pursuant to this Agreement or in connection with
the sale of the Assets. ABC has no actual intent to hinder, delay or
defraud either present or future creditors by incurring obligations
pursuant to this Agreement or in connection with the sale of the
Assets. The property remaining in ABC's possession after the sale of
the Assets does not constitute unreasonably small capital for ABC.
Upon and after the Closing, ABC shall have sufficient capital to carry
on the business and the transactions in which it intends to engage,
and is now, and shall be after Closing, solvent and able to pay its
debts as they mature.

Except for those matters expressly set forth in this
Agreement, in any Exhibit or Schedule to this Agreement or in any
Seller Document, ABC does not make and expressly disclaims any
representation or warranty as to the accuracy or completeness of any
communication, disclosure, documentation, information (financial and
otherwise), reports or other materials furnished by Seller or the
Company to Purchaser prior to the date of this Agreement.

4.29 Name. "ABC" and "ABC Check Cashing" are the only names
----
used by ABC in the operation of the Stores.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to ABC that:

5.1 Organization and Good Standing. The Purchaser is a
------------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of Ohio.

<PAGE>

authorization, execution and delivery by the other parties hereto and
thereto) this Agreement and each Purchaser Document when so executed
and delivered constitute, legal, valid and binding obligations of the
Purchaser, enforceable against the Purchaser in accordance with their
respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

5.3 Conflicts; Consents of Third Parties.
------------------------------------
(a) Except as set forth on Schedule 5.3 hereto, none of the
execution and delivery by the Purchaser of this Agreement and of the
Purchaser Documents, the consummation by the Purchaser of the
transactions contemplated hereby and thereby, or compliance by the
Purchaser with any of the provisions hereof or thereof will (i) con-
flict with, or result in the breach of, any provision of the cer-
tificate of incorporation or by-laws of the Purchaser, (ii) conflict
with, violate, result in the breach or termination of, constitute a
default under, or give rise to any right of acceleration under, any
note, bond, mortgage, indenture, license, agreement or other
instrument or obligation to which the Purchaser is a party or by which
the Purchaser or its properties or assets is bound or (iii) violate
any statute, rule, regulation, judgment or Order of any Governmental
Body by which the Purchaser is bound, except, in the case of clauses
(ii) and (iii), for such violations, breaches or defaults as would
not, individually or in the aggregate, have a material adverse effect
on the ability of Purchaser to consummate the transactions
contemplated hereby and thereby.

(b) Except as set forth on Schedule 5.3, no consent,
waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to, any Person or Governmental Body is
required on the part of the Purchaser in connection with the execution
and delivery of this Agreement or the Purchaser Documents or the
compliance by Purchaser with any of the provisions hereof or thereof.

5.4 Litigation. There are no Legal Proceedings pending or,
----------
to the best knowledge of the Purchaser, threatened that are reasonably
likely to prohibit or restrain the ability of the Purchaser to enter
into this Agreement or consummate the transactions contemplated
hereby.

<PAGE>

Agreement and no person is entitled to any fee or commission or like
payment in respect thereof.

5.6 Purchaser's Solvency and Obligations. The obligations
------------------------------------
incurred by Purchaser pursuant to this Agreement or in connection with
the purchase of the Stores will not render Purchaser insolvent within
the meaning of the United States Bankruptcy Code, other applicable
federal law or applicable state law, including, without limitation,
the laws of the States of Ohio or New York. Every obligation incurred
by Purchaser pursuant to this Agreement or in connection with the
purchase of the Assets purchased hereunder has been incurred for fair
consideration. Purchase acknowledges the receipt of reasonably
equivalent value in connection with the purchase of the Assets.
Purchaser does not intend or believe that it will incur debts beyond
its ability to pay as they mature in connection with the obligations
incurred pursuant to this Agreement or in connection with the purchase
of the Assets. Purchaser has no actual intent to hinder, delay or
defraud either present or future creditors by incurring obligations
pursuant to this Agreement or in connection with the purchase of the
Assets. The property remaining in Purchaser's possession after the
purchase of the Assets does not constitute unreasonably small capital
for Purchaser. Upon and after the closing, Purchaser shall have
sufficient capital to carry on the business and the transactions in
which it intends to engage, and is now, and shall be after closing,
solvent and able to pay it debts as they mature.

5.7 Purchaser's Group Medical Plans. The Purchaser's
-------------------------------
applicable group medical plans will not exclude coverage of any
employees of ABC who (i) participate in ABC's group medical plan, (ii)
receive and accept an offer of employment from Purchaser, and (iii)
properly enroll in Purchaser's applicable group medical plans during
an open enrollment period established by the Purchaser following the
Closing Date on the basis of any preexisting medical conditions of any
such employee (other than exclusions provided under ABC's group
medical plan).

ARTICLE VI

COVENANTS

6.1 Effect of Investigation. Each of ABC and the
-----------------------
Shareholder agrees that no investigation by the Purchaser prior to or
after the date of this Agreement shall diminish or obviate any of the
representations, warranties, covenants or agreements of ABC or the
Shareholder contained in this Agreement or the Seller Documents.

<PAGE>

6.2 Consents. To the extent any of the approvals, consents
--------
or waivers required to consummate the transactions contemplated by
this Agreement, including, without limitation, the consents and
approvals referred to in Section 4.6(b) hereof have not been obtained
by ABC as of the Closing with respect to any Assumed Contracts, ABC
shall use its best efforts to do the following:

(i) cooperate with the Purchaser in any reasonable and
lawful arrangements designed to provide the benefits of such
Assumed Contracts to the Purchaser as long as the Purchaser
promptly reimburses ABC for all out-of-pocket payments or charges
made by ABC in connection therewith; and

(ii) enforce, at the request of the Purchaser and at
the expense and for the account of the Purchaser, any and all
rights of ABC arising from such interest against the other party
or parties thereto (including the right to elect to terminate
such interest in accordance with the terms thereof upon the
written advice of the Purchaser).

6.3 Preservation of Records. Subject to Section 6.9(c)
-----------------------
hereof (relating to the preservation of Tax records), ABC and the
Purchaser agree that each of them shall preserve and keep the records
held by them relating to the business of ABC for a period of three
years from the Closing Date and shall make such records and personnel
available to the other as may be reasonably required by such party in
connection with, among other things, any insurance claims by, legal
proceedings against or governmental investigations of ABC or the
Purchaser or any of their respective Affiliates or in order to enable
ABC or the Purchaser to comply with their respective obligations under
this Agreement and each other agreement, document or instrument con-
templated hereby. In the event either ABC or the Purchaser wishes to
destroy such records after that time, such party shall first give
ninety (90) days prior written notice to the other and such other
party shall have the right at its option and expense, upon prior
written notice given to such party within that ninety (90) day period,
to take possession of the records within one hundred and eighty (180)
days after the date of such notice.

6.4 Publicity. Neither ABC nor the Purchaser shall issue
---------
any press release or public announcement concerning this Agreement or
the transactions contemplated hereby without obtaining the prior
written approval of the other parties hereto, which approval will not
be unreasonably withheld or delayed, unless, in the sole judgment of
the Purchaser, disclosure is otherwise required by applicable Law,
provided that, to the extent required by applicable law, the party
intending to make such release shall use its best efforts consistent
with such applicable

<PAGE>

law to consult with the other party with respect to the text thereof.

6.5 Use of Name. ABC hereby agrees that upon the
-----------
consummation of the transactions contemplated hereby, the Purchaser
shall have the sole right (vis-a-vis ABC, the Shareholder and any of
their respective Affiliates) to the use of the names "ABC" and "ABC
Check Cashing", and ABC shall not, and shall not cause or permit any
Affiliate to, use such names or any variation or simulation thereof in
any business or manner, either involving check cashing or otherwise,
except as expressly provided in the License Agreement attached as
Exhibit E hereto. ABC shall change its name, and thereafter shall
never use its name, except as expressly provided in the License
Agreement attached as Exhibit E hereto, effective as soon as possible
(but in no event later than 15 days) after the Closing Date and
thereafter never utilize the name "ABC", "ABC Check Cashing" or any
derivative or variation thereof. ABC shall assign to Purchaser,
cancel or relinquish any fictitious name registration held by it
concerning the name "ABC", "ABC Check Cashing" or any derivation
thereof.

6.6 Environmental Matters.
---------------------
ABC shall identify the Environmental Permits required by
Purchaser to operate the business of ABC and shall promptly file all
materials required under Environmental Laws (including, without
limitation, foreign or state property transfer laws such as the
Industrial Site Recovery Act) and all requests required for the
issuance, transfer or reissuance to Purchaser of Permits necessary to
conduct ABC's business prior to the Closing Date.

6.7 Noncompetition Agreements. Each of the Shareholder and
-------------------------
ABC hereby agree that, on or prior to the Closing Date, (i) each of
them shall execute and deliver to Purchaser a Noncompetition
Agreement, substantially in the form of Exhibit A-1 hereto and (ii)
they shall cause Credit One Company and Quick Tax, Inc. to execute and
deliver to Purchaser a Noncompetition Agreement, substantially in the
form of Exhibit A-2 hereto.

6.8 Employee Benefits and Employment.
--------------------------------
(a) ABC shall be fully and solely responsible for each of
the Employee Benefit Plans pursuant to their terms.

(b) ABC shall deliver to Purchaser at least 5 Business Days
prior to the Closing Date a complete and correct list of all employees
of ABC (the "Employees") setting forth their names, employment
position, salary or hourly wage rate, location as of the end of the
then most recently completed month and separately identifying those
Employees who were actively employed on such date ("Active Employees")
and those Employees who were not

<PAGE>

actively employed on such date (i.e., were absent due to disability,
sickness or leave of absence) (the "Inactive Employees"). The
Purchaser may offer employment or continued employment on an "at-will"
basis and at other terms and conditions determined by the Purchaser in
its sole discretion to any Active or Inactive Employees it selects in
its sole discretion, and Purchaser shall have full responsibility for
any claims, liabilities, obligations, costs and expenses (including
reasonable attorneys' fees) arising from or relating to the employment
after the Closing Date of Employees who accept Purchaser's offer of
employment upon the terms and conditions established by Purchaser.
ABC shall assume all obligations, liabilities, costs and expenses
relating to the Employees who are not offered employment by Purchaser.

(c) Purchaser shall indemnify ABC in respect of any and all
liabilities or penalties under the Worker Adjustment and Retraining
Notification Act ("WARN") resulting from or relating to liability
arising under WARN and incurred on or after the Closing Date as a
result of a "mass layoff" or "plant closing" as these terms are
defined by WARN with respect to Employees on the Closing Date who are
not offered employment with the Purchaser and are terminated by ABC
within ninety (90) days following the Closing Date, provided, however,
this sentence's first clause shall only be given effect if ABC has not
terminated any Employee during the 90-day period prior to the Closing
Date.

(d) Purchaser agrees that, with respect to all its employee
benefit plans (as defined in Section 3(3) of ERISA) covering any of
the Active Employees who receive and accept an offer of employment
from the Purchaser, service with ABC shall be counted as service with
Purchaser for purposes of determining any period of eligibility to
participate or to vest in benefits. ABC and the Shareholder
acknowledge and agree that Purchaser's Monetary Management Corp.
Retirement Plan will not accept any rollover distributions from the
Employees Profit Sharing Plan and Trust Agreement of ABC Check
Cashing, Inc.

6.9 Tax Matters.
-----------
(a) Allocation of Purchase Price. Attached hereto as
----------------------------
Schedule 6.9 is an allocation of the Purchase Price (including the
amount of the assumed liabilities) among the Assets and the
Noncompetition Agreements which has been prepared in accordance with
Section 1060 of the Code. Within 180 days after the Closing Date,
Purchaser shall provide to ABC copies of Internal Revenue Service Form
8594 and any required exhibits thereto, which shall be prepared by
Purchaser in a manner consistent with such Schedule 6.9 (after giving
effect to any Purchase Price adjustments required by this Agreement).
Purchaser and ABC shall file, and shall cause their Affiliates to
file, all Tax Returns and

<PAGE>

statements, forms and schedules in connection therewith in a manner
consistent with such allocation of the Purchase Price and shall take
no position contrary thereto.

(b) Preparation of Tax Returns; Payment of Taxes. After
--------------------------------------------
the Closing Date, ABC or its Affiliates shall pay all Taxes as levied
by any foreign, federal, state, municipal or local taxing authority in
any jurisdiction with respect to the ownership, use or leasing of the
Assets on or prior to the Closing Date and Purchaser or its Affiliates
shall pay all such Taxes with respect to the ownership, use, or
leasing of the Assets after the Closing Date.

(c) Cooperation with Respect to Tax Returns. ABC,
---------------------------------------
Shareholder and Purchaser agree to furnish or cause to be furnished to
each other, upon request, and each at their own expense, as promptly
as practicable, such information (including access to books and
records) and assistance as is reasonably necessary for the filing of
any Tax Return, for the preparation for any audit, and for the
prosecution or defense of any claim, suit or proceeding relating to
any adjustment or proposed adjustment with respect to Taxes or any
appraisal of the Assets, including making employees available on a
mutually convenient basis to provide additional information and
explanations of any material provided hereunder. With respect to the
books and records referred to in the preceding sentence, each of ABC,
Shareholder and Purchaser agree to retain any such books and records
within its possession until six (6) months after the expiration of the
applicable statute of limitations. After such time, ABC, Shareholder
or Purchaser, as the case may be, may dispose of such books and
records, provided that prior to such disposition, ABC, Shareholder or
Purchaser, as the case may be, shall provide the other with a
reasonable opportunity to take possession of such books and records,
at no cost or expense.

(d) Transfer Taxes. ABC and Shareholder shall be jointly
--------------
and severally liable for and shall pay (and shall indemnify and hold
harmless Purchaser against) all sales, use, stamp, documentary,
filing, recording, transfer or similar fees or taxes or governmental
charges (including, without limitation, real property transfer gains
taxes, UCC-3 filing fees, FAA, ICC, DOT, real estate and motor vehicle
registration, title recording or filing fees and other amounts payable
in respect of transfer filings) as levied by any taxing authority or
governmental agency in connection with the transactions contemplated
by this Agreement (other than taxes measured by or with respect to
income imposed on Purchaser or its Affiliates). ABC and Shareholder
hereby agree to file all necessary documents (including, but not
limited to, all Tax Returns) with respect to all such amounts in a
timely manner.

<PAGE>

6.10 Consents to Lease of Bedford Property. From and after
-------------------------------------
the Closing, ABC and the Shareholder will use their best efforts to
obtain the consent of the lessor of the Bedford Property to the
assignment to Purchaser of the lease covering the Bedford Property,
such assignment and consent to be in substantially the form of Exhibit
F-2 attached hereto. Purchaser covenants that in the event the lessor
of the Bedford Property requires the guarantee of Dollar Financial
Group, Inc. as a condition of granting its consent to such assignment,
then Purchaser shall cause Dollar Financial Group, Inc. to guarantee
Purchaser's obligations under the lease of the Bedford Property.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of Purchaser. The
------------------------------------------------
obligation of the Purchaser to consummate the transactions
contemplated by this Agreement is subject to the fulfillment, on or
prior to the Closing Date, of each of the following conditions (any or
all of which may be waived by the Purchaser in whole or in part):

(a) all representations and warranties of ABC and the
Shareholder contained herein shall be true and correct as of the date
hereof;

(b) there shall not have been or occurred any Material
Adverse Change since December 31, 1995;

(c) no Legal Proceedings shall have been instituted or
threatened or claim or demand made against ABC, the Shareholder or the
Purchaser seeking to restrain or prohibit or to obtain substantial
damages with respect to the consummation of the transactions contem-
plated hereby, and there shall not be in effect any Order by a
Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions
contemplated hereby;

(d) ABC shall have provided the Purchaser with an affidavit
of non-foreign status that complies with Section 1445 of the Code (a
"FIRPTA Affidavit");

(e) ABC shall have furnished, or caused to be furnished, to
Purchaser, in form and substance satisfactory to Purchaser, such
certificates and other evidence as Purchaser may have reasonably
requested as to the satisfaction of the conditions contained in this
Section and as to such other matters relating to the representations,
warranties, covenants and undertakings in this Agreement as Purchaser
may reasonably request;

<PAGE>

(f) Except for the lease of the Bedford Property and for
the lease of 34750 Vine Street, Eastlake, Ohio, ABC shall have
obtained consents from the landlords and lessors under each Real
Property Lease;

(g) all Real Property Leases between ABC and the
Shareholder, any Affiliate of the Shareholder, or any Person related
to the Shareholder, shall have been amended on terms satisfactory to
the Purchaser;

(h) the Purchaser shall have received duly executed copies
of each of the documents enumerated in Section 8.1; and

(i) with respect to the real property subject to Real
Property Leases, the Purchaser shall have received a list of items
that have been repaired prior to Closing.

7.2 Conditions Precedent to Obligations of ABC. The
------------------------------------------
obligations of ABC to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing
Date, of each of the following conditions (any or all of which may be
waived by ABC in whole or in part to the extent permitted by
applicable law):

(a) all representations and warranties of the Purchaser
contained herein shall be true and correct as of the date hereof;

(b) there shall not be in effect any Order by a
Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions
contemplated hereby;

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by ABC. At the Closing, ABC
--------------------------------
(and, in the case of clauses (a), (c) and (f) through (l), the
Shareholder) shall deliver, or cause to be delivered, to the Purchaser
the following:

(a) the opinion of Kahn, Kleinman, Yanowitz and Arnson Co.,
L.P.A., counsel to ABC and the Shareholder, in substantially the form
of Exhibit B hereto;

(b) copies of all consents and waivers referred to in
Section 7.1(f) hereof;

<PAGE>

(c) Noncompetition Agreement in the form of Exhibit A-1
attached hereto, duly executed by ABC and the Shareholder and a
Noncompetition Agreement in the form of Exhibit A-2 attached hereto,
duly executed by Credit One Company and Quick Tax, Inc.;

(d) a duly executed FIRPTA Affidavit for ABC;

(e) certificates of good standing with respect to ABC
issued by the Secretary of State of Ohio and for each state in which
ABC is qualified to do business as a foreign corporation;

(f) a copy of the Escrow Agreement, duly executed by the
Escrow Agent, ABC, the Shareholder and the Purchaser;

(g) with respect to each of the Real Property Leases, ABC
shall have delivered to Purchaser, Lease Assignment and Assumption
Agreements in the form of Exhibit F-1, in the case of any Real
Property Leases with Affiliates of or parties related to Shareholder,
and in substantially the form of Exhibit F-2, in the case of any other
Real Property Leases;

(h) a copy of the License Agreement, duly executed by ABC;

(i) a copy of the Assumption Agreement, duly executed by
ABC;

(j) a copy of the Bill of Sale and Assignment of Contracts
Agreement, duly executed by ABC;

(k) a copy of the letter agreement dated the date hereof,
regarding certain post-closing obligations of the parties, duly
executed by ABC and the Shareholder; and

(l) such other documents as the Purchaser shall reasonably
request including such other good and sufficient instruments (i) of
transfer and conveyance, in form and substance satisfactory to
Purchaser and its counsel, as shall be effective to vest in Purchaser,
and to evidence the vesting in Purchaser of, good and marketable title
to the Assets that are not Real Property Leases (ii) of assignment, in
form and substance satisfactory to Purchaser and its counsel, as shall
be necessary or desirable to vest in Purchaser all of ABC's rights and
interest in any Real Property Lease, in each case, as provided for,
and subject to the limitations and exceptions set forth, in this
Agreement.

8.2 Documents to be Delivered by the Purchaser. At the
------------------------------------------
Closing, the Purchaser shall deliver to ABC the following:

(a) evidence of the payments required to be made pursuant
to Section 2.2 hereof;

<PAGE>

(b) the opinion of Weil, Gotshal & Manges LLP, counsel to
the Purchaser, in the form of Exhibit C hereto;

(d) a copy of the License Agreement, duly executed by the
Purchaser;

(e) a copy of the Assumption Agreement, duly executed by
the Purchaser;

(f) with respect to each of the Real Property Leases,
Purchaser shall have delivered to ABC, Lease Assignment and Assumption
Agreements in the form of Exhibit F-1, in the case of any Real
Property Leases with Affiliates of or parties related to Shareholder,
and in substantially the form of Exhibit F-2, in the case of any other
Real Property Leases;

(g) a copy of the letter agreement dated the date hereof,
regarding certain post-closing obligations of the parties, duly
executed by the Purchaser; and

(h) such other documents as ABC shall reasonably request.

ARTICLE IX

INDEMNIFICATION

9.1 Survival. The representations and warranties of ABC,
--------
the Shareholder and Purchaser shall remain operative and in full force
and effect for a period of eighteen (18) months after the Closing
Date, regardless of any investigation or statement as to the results
thereof made by or on behalf of any party hereto; provided, however,
-------- -------
that (i) the representations and warranties contained in Sections
4.9, 4.17, 4.19, 4.20 and 4.24, as well as the indemnities contained
in Sections 9.2(a)(iii) and 9.2(a)(iv) (solely to the extent such
representations and warranties or indemnities relate to a violation of
any Environmental Law, ADA or OSHA), shall remain operative and in
full force and effect for a period of four years after the Closing
Date, and (ii) the representations and warranties contained in
Sections 4.2, 4.4, 4.7, 4.11 and 4.16 shall remain operative and in
full force and effect until the expiration of 60 days after the
applicable statutes of limitation with respect to the matters referred
to therein; and provided further, that any claim based upon a
-------- -------
fraudulent or intentional misrepresentation shall survive
indefinitely. The indemnity contained in Section 9.2(a)(v) shall
remain operative and in full force and effect until the date that

<PAGE>

ABC shall have obtained the consent of the lessor of the Bedford
Property to the assignment to Purchaser of the lease covering the
Bedford Property and shall terminate and be of no further force and
effect after such date. Notwithstanding anything to the contrary
herein, any representation or warranty which is the subject of a claim
or dispute which is asserted in writing prior to the expiration of the
applicable period set forth above shall survive with respect to such
claim or dispute until the final resolution and satisfaction thereof.

9.2 General Indemnification.
-----------------------
(a) Each of ABC and the Shareholder hereby jointly and
severally agree to indemnify and hold harmless the Purchaser and its
Affiliates and their respective directors, officers, employees,
agents, successors and assigns (collectively, the "Purchaser
Indemnified Parties") from and against and in respect of any and all
Losses resulting from, arising out of, based on or relating to:

(i) the failure of any representation or warranty of
ABC or the Shareholder set forth in this Agreement, any Seller
Document or any certificate or instrument delivered by or on
behalf of ABC or the Shareholder pursuant to this Agreement
(other than the Underground Storage Tank Report prepared by
Engineering Science, Inc. dated April 21, 1989, and the No
Further Action Letter from the Ohio Department of Commerce to
Edward Kowit, dated Sept. 17, 1992), to be true and correct in
all respects both on the date hereof and on and as of the Closing
Date;

(ii) the breach of any covenant or other agreement on
the part of ABC or the Shareholder under this Agreement or any
Seller Document;

(iii) any Excluded Liability;

(iv) (A) any Release of Hazardous Materials in, on, at,
or from the Company Properties which first occurred, or resulted
from operations occurring, as of or prior to the Closing but only
to the extent that any such Release was not the result of or
exacerbated by the knowing or grossly negligent acts or omissions
of Purchaser, its agents, employees, contractors, tenants,
Affiliates, assigns or invitees; (B) any tort liability to third
parties, including, without limitation, liability resulting from
exposure to Hazardous Materials, to the extent that such
liability is the result of any Release at the Company Properties
which first occurred at the Company Properties as of or prior to
the Closing but only to the extent that any such tort liability
is not the result of or exacerbated by the knowing or grossly

<PAGE>

negligent act or omissions of Purchaser, its agents, employees,
contractors, tenants, Affiliates, assigns or invitees;
(C) notification or designation under any Environmental Law as a
potentially responsible party for offsite disposal of Hazardous
Materials by ABC, which disposal occurred as of or prior to the
Closing, or the listing of any asset of ABC on the CERCLA
National Priorities List or any similar list under any
Environmental Law as a result of disposal of Hazardous Materials
by ABC as of or prior to the Closing; or (D) any violation of
Environmental Laws, in effect at the time of the violation, that
first occurred or resulted from operations by ABC or at Company
Properties occurring as of or prior to the Closing Date;

(v) the failure of ABC to have obtained, prior to
Closing, the consent of the lessor of the Bedford Property to the
assignment to Purchaser of the lease covering the Bedford
Property; or

(vi) the Excluded Assets or the ownership, operation,
lease or use thereof, or any action taken with respect thereto,
by ABC or any other Person.

(b) Purchaser hereby agrees to indemnify and hold harmless
ABC and its Affiliates, and their respective directors, officers,
employees, agents, successors and assigns (collectively, the "Seller
Indemnified Parties") from and against and in respect of any and all
Losses resulting from, arising out of, based on or relating to:

(i) the failure of any representation or warranty of
the Purchaser set forth in this Agreement or any Purchaser
Document or any certificate and instrument delivered by or on
behalf of the Purchaser pursuant to this Agreement, to be true
and correct in all respects both on the date hereof and on and as
of the Closing Date;

(ii) the breach of any covenant or other agreement on
the part of the Purchaser under this Agreement or any Purchaser
Document; or

(iii) any Assumed Liabilities.

<PAGE>

required to pay the entire amount of such Losses in excess of $25,000;
provided the indemnifying party shall be required to pay the entire
amount of any Losses incurred as a result of a breach of any
representation or warranty contained in Sections 4.2, 4.4 or 4.7.

(b) The aggregate liability of all indemnifying parties
pursuant to Section 9.2(a)(i), 9.2(a)(iii) (as such liability relates
to any Environmental Law, ADA or OSHA), 9.2(a)(iv) (as such liability
relates to any Environmental Law, ADA or OSHA) or 9.2(b)(i) hereof,
other than liability for Losses resulting from, arising out of, based
on or relating to a breach of any representation or warranty contained
in Section 4.2, 4.4, 4.7 or 4.11, shall not exceed $1,500,000 in the
aggregate; provided that with respect to (1) in the case of Section
--------
9.2(a)(i) or 9.2(b)(i), liability for Losses resulting from, arising
out of, based on or relating to any breach of Sections 4.9, 4.19, 4.20
or 4.24, or (2) in the case of Section 9.2(a)(iii) or 9.2(a)(iv),
liability for Losses resulting from, arising out of, based on or
relating to any Environmental Law, ADA or OSHA, the $1,500,000
limitation shall only apply to breaches of such representations or
warranties or breaches or violations of such Laws of which neither the
Company nor the Shareholder had knowledge as of the Closing Date. The
aggregate liability of all indemnifying parties pursuant to Section
9.2(a)(i), 9.2(a)(iii), 9.2(a)(iv) or 9.2(b)(i) hereof for any Losses
resulting from, arising out of, based on or relating to any breach of
any representation or warranty in Section 4.2, 4.4, 4.7 or 4.11 shall
not exceed the Purchase Price. The liability of all indemnifying
parties pursuant to Section 9.2(a)(v) shall be limited to Losses which
constitute out-of-pocket costs and expenses (including reasonable
attorneys' fees and litigation expenses) incurred by any Purchaser
Indemnified Party and shall be limited to an aggregate liability of
$100,000.

9.4 Indemnification Procedures. For the purposes of
--------------------------
administering the indemnification provisions of Section 9.2, the
following procedures shall apply:

(a) If an indemnified party shall receive notice of any
action or proceeding by a third party which the indemnified party
asserts is indemnifiable under Section 9.2 (a "Claim"), the
indemnified party shall notify the indemnifying party (the
"Indemnitor") of such Claim in writing promptly following the receipt
of notice by such indemnifying party of the commencement of such
Claim. The failure to give notice as required by this Section 9.4 in
a timely fashion shall not result in a waiver of any right to
indemnification hereunder except to the extent that the Indemnitor is
actually prejudiced thereby.

(b) Except as provided in subsection (c) hereof, the
Indemnitor shall be entitled to assume the defense or settlement

<PAGE>

of any Claim of the type referred to in clause (a) hereof (with
counsel reasonably satisfactory to the indemnified parties) if the
Indemnitor shall provide the indemnified parties a written
acknowledgement of its liability to indemnify such indemnified parties
against all Losses resulting from, relating to, based on or arising
out of such Claim. If the Indemnitor assumes any such defense or
settlement, it shall pursue such defense or settlement in good faith.
If the Indemnitor fails to elect in writing, within 10 days after the
notification referred to above, to assume the defense of any Claim as
provided above, the indemnified party may engage counsel to defend,
settle or otherwise dispose of such Claim, which counsel shall be
reasonably satisfactory to the Indemnitor; provided, however, that the
-------- -------
indemnified party shall not settle or compromise any such Claim
without the consent of the Indemnitor (which consent will not be
unreasonably withheld or delayed).

(c) Notwithstanding anything to the contrary contained
herein, the Purchaser shall have the sole right, with counsel
reasonably satisfactory to the Indemnitor, to defend any Claim which
constitutes a Non-Assumable Claim and no other party hereto shall be
entitled to assume the defense thereof or settle such Non-Assumable
Claim as to the Purchaser; provided, however, that (i) the indemnified
-------- -------
party shall not settle or compromise any such Non-Assumable Claim
without the consent of the Indemnitor (which consent will not be
unreasonably withheld or delayed), (ii) the Purchaser shall keep the
Indemnitor apprised as to the status of any pending Non-Assumable
Claim, and the Indemnitor shall have the right to attend any
settlement conferences at its own cost and expense, and (iii) the
Indemnitor (and its counsel) shall be entitled to participate, at the
cost and expense of the Indemnitor, in any such action or proceeding
or in any negotiations or proceedings to settle or otherwise eliminate
any Non-Assumable Claim for which indemnification is being sought. A
"Non-Assumable Claim" means any claim, action or proceeding (i)
arising out of or in connection with, or relating to, any violation or
asserted violation of any law, rule, regulation, order, judgment or
decree, (ii) in which a Governmental Body or a quasi-governmental
entity is an adverse party in interest, or (iii) seeking injunctive
relief, other than (solely in the case of (i) and (ii) above) claims
related to environmental matters arising pursuant to Sections 4.20 and
9.2(a)(iv); provided, however, that a claim, action or proceeding
-------- -------
referred to in clause (i), (ii) or (iii) of this sentence shall only
constitute a "Non-Assumable Claim" if Purchaser determines in good
faith that such claim, action or proceeding, if adversely determined,
could have a material adverse impact on the assets, liabilities, busi-
ness or operations of Purchaser or any of its Affiliates.

(d) In cases where the Indemnitor has elected to assume the
defense or settlement with respect to a Claim as provided

<PAGE>

above, the Indemnitor shall be entitled to assume such defense or
settlement provided that: (i) the indemnified party (and its counsel)
--------
shall be entitled to continue to participate at its own cost in any
such action or proceeding or in any negotiations or proceedings to
settle or otherwise eliminate any claim for which indemnification is
being sought; (ii) the Indemnitor shall not be entitled to settle or
compromise any such claim without the consent or agreement of the
indemnified party (such consent not to be unreasonably withheld or
delayed); and (iii) after written notice by the Indemnitor to the
indemnified party of its election to assume control of the defense of
any Claim, the Indemnitor shall not be liable to such indemnified
party hereunder for any attorneys' fees and disbursements subsequently
incurred by such indemnified party in connection therewith.

(e) In the event that a claim or demand for indemnification
may be made by the Purchaser under more than one provision of this
Article IX, the Purchaser shall have the option to elect the provision
of this Article IX under which it chooses to make such claim or demand
for indemnification by the Purchaser.

9.5 Tax Matters.
-----------
(a) ABC and the Shareholder hereby jointly and severally
agree to indemnify and hold harmless the Purchaser and its Affiliates
and in each case their respective directors, officers, employees and
agents, from and against any and all Losses resulting from, arising
out of, based on or relating to:

(i) any breach of any representation, warranty or
covenant contained in Sections 4.11 or 6.9 hereof;

(ii) any Taxes for which ABC is liable pursuant to
subsections 6.9(b) or 6.9(d) hereof; and

(iii) any Taxes asserted against Purchaser or any
of its Affiliates as a result of transferee liability at law or
equity arising out of the transactions contemplated hereby.

(b) Any claim for indemnity made under this Section 9.5 may
be made at any time prior to sixty days following the expiration of
the applicable Tax statute of limitations with respect to the relevant
taxable period (including extensions).

9.6 Employee Benefits and Labor Indemnity. The Shareholder
-------------------------------------
and ABC hereby agree to jointly and severally indemnify and hold the
Purchaser Indemnified Parties harmless from and against any and all
Losses (i) arising out of or based upon or with respect to any
Employee Benefit Plan, including, but not limited to, any obligations
arising under Part 6 of Title I of

<PAGE>

ERISA or Section 4980B of the Code, or (ii) arising out of or based
upon or with respect to the employment or termination of employment of
any Person prior to or on the Closing Date with ABC including, without
limitation, any claim with respect to, relating to arising out of or
in connection with discrimination by ABC or wrongful discharge
(including constructive discharge), (iii) with respect to, relating to
or in connection with Employees who are not offered employment by the
Purchaser or who do not accept Purchaser's offer of employment and
(iv) with respect to, relating to or in connection with Employees who
accept Purchaser's offer of employment, all claims with respect to,
relating to, arising out of or based upon their employment on or prior
to the Closing Date, whether a claim is made before, on or after the
Closing Date.

9.7 Treatment of Payment. ABC and Purchaser agree to treat
--------------------
any indemnity payment made pursuant to Sections 9.2, 9.5 or 9.6 of
this Agreement as an adjustment to the Purchase Price for federal,
state, local and foreign income tax purposes.

ARTICLE X

MISCELLANEOUS

10.1 Certain Definitions.
-------------------

For purposes of this Agreement, the following terms shall
have the meanings specified in this Section 10.1:

"ABC" shall have the meaning ascribed to such term in the
---
preamble hereto.

"Affiliate" means, with respect to any Person, any other
---------
Person controlling, controlled by or under common control with such
Person.

"Agreed Prepaid Expenses" shall have the meaning ascribed to
-----------------------
such term in Section 1.5(b) hereof.

"Assets" shall have the meaning ascribed to such term in
------
Section 1.1 hereof.

"Assumed Contracts" shall have the meaning ascribed to such
-----------------
term in Section 4.15 hereof.

"Assumed Liabilities" shall have the meaning ascribed to
-------------------
such term in Section 1.5(a) hereof.

"Assumption Agreement" shall mean an agreement in the form
--------------------
of Exhibit G hereto, between the Purchaser and ABC.

<PAGE>

"Balance Sheet" shall have the meaning ascribed to such term
-------------
in Section 4.8 hereof.

"Balance Sheet Date" shall have the meaning ascribed to such
------------------
term in Section 4.8 hereof.

"Bedford Property" shall mean the premises located at 5333
----------------
Northfield Road, Bedford Heights, Ohio.

"Bill of Sale and Assignment of Contracts" shall mean an
----------------------------------------
agreement in the form of Exhibit H hereto, executed by ABC in favor of
the Purchaser.

"Business Day" means any day of the year on which national
------------
banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.

"Cash on Hand" shall have the meaning ascribed to such term
------------
in Section 1.3 hereof.

"Closing" shall have the meaning ascribed to such term in
-------
Section 3.1 hereof.

"Closing Date" shall have the meaning ascribed to such term
------------
in Section 3.1 hereof.

"Code" shall mean the Internal Revenue Code of 1986, as
----
amended.

"Company" shall have the meaning ascribed to such term in
-------
the preamble hereto.

"Company Property" shall have the meaning ascribed to such
----------------
term in Section 4.12(a) hereof.

"Contract" means any contract, agreement, indenture, note,
--------
bond, loan, instrument, lease, commitment or other arrangement or
agreement.

"Credited Liabilities" shall have the meaning ascribed to
--------------------
such term in Section 1.5(b) hereof.

"Employee Benefit Plans" shall have the meaning ascribed to
----------------------
such term in Section 4.16(a) hereof.

<PAGE>

Environmental Response, Compensation and Liability Act (42 U.S.C.
ss. 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C.
-- ----
App. ss. 1801 et seq.), the Resource Conservation and Recovery Act (42
-- ----
U.S.C. ss. 6901 et seq.), the Clean Water Act (33 U.S.C. ss. 1251 et
-- ---- --
seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.) the Toxic
---- -- ----
Substances Control Act (15 U.S.C. ss. 2601 et seq.), the Federal
-- ----
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss. 136 et seq.),
-- ----
and OSHA, as such laws have been amended or supplemented, and the
regulations promulgated pursuant thereto, and all analogous foreign,
state or local laws.

"Environmental Permits" shall have the meaning ascribed to
---------------------
such term in Section 4.20(a).

"ERISA" shall have the meaning ascribed to such term in
-----
Section 4.16 hereof.

"ERISA Affiliate" means any trade or business (whether or
---------------
not incorporated) under common control with ABC, and which, together
with ABC, are treated as a single employer within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

"Escrow Agent" shall have the meaning ascribed to such term
------------
in Section 2.2 hereof.

"Escrow Agreement" shall mean an agreement in the form of
----------------
Exhibit D hereto, among the Purchaser, ABC and the Escrow Agent.

"Excluded Assets" shall have the meaning ascribed to such
---------------
term in Section 1.3 hereof.

"Excluded Liabilities" means any and all liabilities or
--------------------
obligations of ABC of any kind, nature and description, absolute or
contingent, known or unknown, existing on, prior to or after the
Closing Date (including, without limitation, any liabilities arising
under any Environmental Laws and any liabilities relating to Taxes),
other than the Assumed Liabilities and the Credited Liabilities
referred to in Section 1.5 hereof.

"Expenses" shall have the meaning ascribed to such term in
--------
Section 1.5(b) hereof.

"Financial Statements" shall have the meaning ascribed to
--------------------
such term in Section 4.8 hereof.

"FIRPTA Affidavit" shall have the meaning ascribed to such
----------------
term in Section 7.1(d) hereof.

"GAAP" means United States generally accepted accounting
----
principles as of the date hereof.

<PAGE>

"Governmental Body" means any government or governmental or
-----------------
regulatory body thereof, or political subdivision thereof, whether
federal, state, local or foreign, or any agency, instrumentality or
authority thereof, or any court or arbitrator (public or private).

"Hazardous Material" means any substance, material or waste
------------------
which is regulated by the United States, or any state or local
governmental authority including, without limitation, petroleum and
its by-products, asbestos, and any material or substance which is
defined as a "hazardous waste," "hazardous substance," "hazardous
material," "restricted hazardous waste," "industrial waste," "solid
waste," "contaminant," "pollutant," "toxic waste" or "toxic substance"
under any provision of Environmental Law.

"Knowledge" shall mean, with respect to ABC, the knowledge
---------
of either of Ed Kowit and Bob Battini.

"Law" means any federal, state, local or foreign law
---
(including common law), statute, code, ordinance, rule, regulation or
other requirement.

"Lease Assignment and Assumption Agreement" shall mean an
-----------------------------------------
agreement in substantially the form of Exhibit F-1 or Exhibit F-2
hereto.

"Legal Proceeding" means any judicial, administrative or
----------------
arbitral actions, suits, proceedings (public or private), claims or
governmental proceedings.

"License Agreement" means a license agreement, substantially
-----------------
in the form of Exhibit E hereto.

"Licenses" shall have the meaning ascribed to such term in
--------
Section 1.2(a) hereof.

"Lien" means any lien, pledge, mortgage, deed of trust,
----
security interest, claim, lease, charge, option, right of first
refusal, easement, servitude, transfer restriction under any
shareholder or similar agreement, encumbrance or any other restriction
or limitation whatsoever.

"Losses" means any and all losses, liabilities (accrued,
------
absolute, contingent or otherwise), suits, proceedings, judgments,
awards, demands, settlements, fines, assessments, damages, interest
and penalties, and costs and expenses (including without limitation
reasonable attorneys' fees and litigation expenses).

<PAGE>

"Material Adverse Change" means any material adverse change
-----------------------
in the business, properties, results of operations, prospects or
condition (financial or otherwise) of either ABC or the Stores.

"Material Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.15 hereof.

"1995 Audit Expense" shall mean $11,428.00.
------------------
"Noncompetition Agreement" shall mean either (i) an
------------------------
agreement in the form attached hereto as Exhibit A-1 among ABC, the
Shareholder and Purchaser or (ii) an agreement in the form attached
hereto as Exhibit A-2 among Credit One Company, Quick Tax, Inc. and
Purchaser.

"Order" means any order, injunction, judgment, decree,
-----
ruling, writ, assessment or arbitration award.

"OSHA" means the Occupational Safety and Health Act of 1970,
----
as amended, and any other Federal, state or local statute, law,
ordinance, code, rule or regulation or judicial or administrative
order or decree regulating, relating to or imposing liability or
standards of conduct concerning employee safety and/or health, as now
or at any time hereafter in effect.

"Permits" means any approvals, authorizations, consents,
-------
Licenses, permits or certificates.

"Permitted Exceptions" means (i) statutory liens for current
--------------------
taxes, assessments or other governmental charges not yet delinquent or
the amount or validity of which is being contested in good faith by
appropriate proceedings, provided an appropriate reserve is
established therefor; (ii) mechanics', carriers', workers', repairers'
and similar Liens arising or incurred in the ordinary course of
business that are not material to the business, operations and
financial condition of the property so encumbered or ABC; (iii)
zoning, entitlement and other land use and environmental regulations
by any Governmental Body, provided that such regulations have not been
--------
violated; and (iv) such other imperfections in title, charges,
easements, restrictions and encumbrances which do not materially
detract from the value of or materially interfere with the present use
of any Company Property subject thereto or affected thereby.

"Person" means any individual, corporation, partnership,
------
firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.

"Personal Property Lease" shall have the meaning ascribed to
-----------------------
such term in Section 4.13(a) hereof.

<PAGE>

"Property Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.12(a) hereof.

"Purchase Price" shall have the meaning ascribed to such
--------------
term in Section 2.1 hereof.

"Purchaser Documents" shall have the meaning ascribed to
-------------------
such term in Section 5.2 hereof.

"Purchaser Indemnified Parties" shall have the meaning
-----------------------------
ascribed to such term in Section 9.2(a) hereof.

"Real Property Lease" shall have the meaning ascribed to
-------------------
such term in Section 4.12(a) hereof.

"Release" means any release, spill, emission, leaking,
-------
pumping, pouring, dumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor
environment.

"Seller Documents" shall have the meaning ascribed to such
----------------
term in Section 4.2 hereof.

"Seller Indemnified Parties" shall have the meaning ascribed
--------------------------
to such term in Section 9.2(b) hereof.

"Subsidiary" means any Person of which a majority of the
----------
outstanding voting securities or other voting equity interests are
owned, directly or indirectly, by such Person.

"Taxes" means all taxes, charges, fees, levies, imposts,
-----
duties, and other assessments, including but not limited to any
income, alternative minimum or add-on tax, estimated, gross income,
gross receipts, sales, use, transfer, gains, transactions,
intangibles, ad valorem, value-added, franchise, registration, title,
license, capital, paid-up capital, profits, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, recording,
real property, personal property, Federal highway use, commercial
rent, environmental, windfall profit tax, custom, duty or other tax,
governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalties, or additions to
tax, and any interest or penalties imposed with respect to the filing,
obligation to file or failure to file any Tax Return.

"Tax Return" means any return, declaration, report, claim
----------
for refund, information return, statement, or other similar document
relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.

<PAGE>

"WARN" shall have the meaning ascribed to such term in
----
Section 6.8(c) hereof.

10.2 Expenses. Except as otherwise provided in this
--------
Agreement, ABC and the Purchaser shall each bear their own expenses
incurred in connection with the negotiation and execution of this
Agreement and each other agreement, document and instrument
contemplated by this Agreement and the consummation of the
transactions contemplated hereby and thereby.

10.3 Specific Performance. ABC and the Shareholder each
--------------------
acknowledges and agrees that the breach of this Agreement would cause
irreparable damage to the Purchaser and that the Purchaser will not
have an adequate remedy at law. Therefore, the obligations of ABC and
the Shareholder under this Agreement, including, without limitation,
ABC's obligation to sell the Assets to the Purchaser, shall be
enforceable by a decree of specific performance issued by any court of
competent jurisdiction, and appropriate injunctive relief may be
applied for and granted in connection therewith. Such remedies shall,
however, be cumulative and not exclusive and shall be in addition to
any other remedies which any party may have under this Agreement or
otherwise.

10.4 Further Assurances. Each of ABC, the Shareholder and
------------------
the Purchaser agrees to execute and deliver such other documents or
agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and
the consummation of the transactions contemplated hereby.

10.5 Submission to Jurisdiction; Consent to Service of
-------------------------------------------------
Process.
-------
(a) The parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of any federal or state court located
within the State of New York over any dispute arising out of or
relating to this Agreement or any of the transactions contemplated
hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto
may be heard and determined in such courts. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable law,
any objection which they may now or hereafter have to the laying of
venue of any such dispute brought in such court or any defense of
inconvenient forum for the maintenance of such dispute. Each of the
parties hereto agrees that a judgment in any such dispute may be
enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.

(b) Each of the parties hereto hereby consents to process
being served by any party to this Agreement in any suit,

<PAGE>

action or proceeding by the mailing of a copy thereof in accordance
with the provisions of Section 10.9.

10.6 Entire Agreement; Amendments and Waivers. This
----------------------------------------
Agreement (including the schedules and exhibits hereto), the Seller
Documents and the Purchaser Documents represent the entire
understanding and agreement between the parties hereto with respect to
the subject matter hereof and can be amended, supplemented or changed,
and any provision hereof can be waived, only by written instrument
making specific reference to this Agreement or specific Seller
Document or Purchaser Document signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver
is sought. No action taken pursuant to this Agreement, including
without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action
of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement or specific Seller Document or Purchaser
Document shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any
other remedies provided by law.

10.7 Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York without
giving effect to principles of conflicts of law.

10.8 Table of Contents and Headings. The table of contents
------------------------------
and section headings of this Agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of
this Agreement.

10.9 Notices. All notices and other communications under
-------
this Agreement shall be in writing and shall be deemed given when
delivered personally, sent by nationally recognized overnight courier
or mailed by certified mail, return receipt requested, to the parties
(and shall also be transmitted by facsimile to the Persons receiving
copies thereof) at the following addresses (or to such other address
as a party may have specified by notice given to the other party
pursuant to this provision):

<PAGE>

If to Purchaser:

c/o Dollar Financial Group, Inc.
Daylesford Plaza, Suite 210
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312
Attention: Donald F. Gayhardt, Vice President - Corporate
Development
Telephone No.: (610) 296-3400
Telecopy No.: (610) 296-7844

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: William M. Gutowitz, Esq.
Telephone No.: (212) 310-8000
Telecopy No.: (212) 310-8007

If to ABC or the Shareholder:

20700 Southgate Parkway
Unit 1060
Maple Heights, Ohio 44137
Attention: Mr. Ed Kowit

with a copy to:

Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
The Tower at Erieview
Suite 2600
Cleveland, Ohio 44114-1824
Attention: Richard S. Rivitz, Esq.
Telephone No.: (216) 696-3311
Telecopy No.: (216) 696-1009

Any party may by notice change the address to which notice or other
communications to it are to be delivered or mailed.

10.10 Severability. If any provision of this Agreement
------------
is invalid or unenforceable, the balance of this Agreement shall
remain in effect.

10.11 Binding Effect; Assignment. This Agreement, the
--------------------------
Seller Documents and the Purchaser Documents shall be binding upon and
inure to the benefit of the parties and their respective successors
and permitted assigns. Nothing in this Agreement, any of the Seller
Documents or any of the Purchaser Documents shall create or be deemed
to create any third party beneficiary rights in any person or entity
not a party to this Agreement, any of the

<PAGE>

Seller Documents or any of the Purchaser Documents except as provided
below. No assignment of this Agreement, any of the Seller Documents
or any of the Purchaser Documents or of any rights or obligations
hereunder or thereunder may be made by any party hereto or thereto
without the prior written consent of the other parties hereto or
thereto, as the case may be, and any attempted assignment without the
required consents shall be void; provided, however, that the Purchaser
-------- -------
may assign this Agreement and any of the Seller Documents or the
Purchaser Documents and any or all rights hereunder or thereunder
(including, without limitation, the Purchaser's rights to purchase the
Assets and the Purchaser's rights to seek indemnification hereunder)
(i) to any Affiliate of the Purchaser or (ii) after the Closing, to
any purchaser or transferee of any of the Assets transferred to
Purchaser hereunder or thereunder. Upon any such permitted
assignment, the references in this Agreement or any of the Seller
Documents or the Purchaser Documents to the Purchaser shall also apply
to any such assignee unless the context otherwise requires.

10.12 Bulk Transfer Laws. Purchaser hereby waives
------------------
compliance by ABC with the provision of any so called bulk sale or
bulk transfer Laws of any jurisdiction in connection with any of the
transactions contemplated hereby. ABC and the Shareholder, jointly
and severally, hereby indemnify and hold harmless the Purchaser
against any and all Losses which may be asserted by third parties
against the Purchaser or any of its Subsidiaries as a result of non-
compliance with any such bulk sale or bulk sale or bulk transfer Laws.

10.13 Counterparts. This Agreement may be executed
------------
by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the parties hereto.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

By:/s/ Donald F. Gayhardt, Jr.
------------------------------------------
Name: Donald F. Gayhardt, Jr.
Title:

ABC CHECK CASHING, INC.

By:/s/ Ed Kowit
------------------------------------------
Name: Ed Kowit
Title: President

/s/ Ed Kowit
---------------------------------------------
ED KOWIT

DFG Holdings, Inc. hereby guarantees the prompt payment and
performance by Financial Exchange Company of Ohio, Inc. of all of its
obligations under this Agreement.

DFG HOLDINGS, INC.

By:/s/ Donald F. Gayhardt, Jr.
------------------------------------------
Name: Donald F. Gayhardt, Jr.
Title:

NYFS06...:\47\41847\0008\1710\AGRD136B.180

EXHIBIT 10.9
<PAGE>

ASSET PURCHASE AGREEMENT

BY AND AMONG

DOLLAR FINANCIAL GROUP, INC.,
as Purchaser,

CASH-N-DASH CHECK CASHING, INC.,
as Seller

AND

THOMAS L. LEONARD, LOUIS B. STRASSER, BARNEY B. AND ARDEN WHITESELL
FAMILY TRUST, DEGRAW LIVING TRUST, GARY J. WHITESELL,
JACK K. WHITESELL AND TIMOTHY B. BENNETT,
as Shareholders

Dated as of October 22, 1996

<PAGE>
TABLE OF CONTENTS

Section Page

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1 Sale and Purchase of Assets . . . . . . . . . 1
1.2 Assets . . . . . . . . . . . . . . . . . . . 2
1.3 Excluded Assets . . . . . . . . . . . . . . . 3
1.4 Liens . . . . . . . . . . . . . . . . . . . . 4
1.5 Liabilities . . . . . . . . . . . . . . . . . 4

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price . . . . . . . . . . 6
2.2 Payment of Purchase Price . . . . . . . . . . 6
2.3 Lease Consent Escrow . . . . . . . . . . . . 7

ARTICLE III

CLOSING
3.1 Closing Date . . . . . . . . . . . . . . . . 8
3.2 Termination of Agreement . . . . . . . . . . 8
3.3 Procedure Upon Termination . . . . . . . . . 8
3.4 Effect of Termination . . . . . . . . . . . . 9

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CND AND THE SHAREHOLDERS

4.1 Organization and Good Standing . . . . . . . 9
4.2 Authorization of Agreement . . . . . . . . . 9
4.3 Capitalization . . . . . . . . . . . . . . . 10
4.4 Subsidiaries and Other Interests . . . . . . 10
4.5 Corporate Records . . . . . . . . . . . . . . 10
4.6 Conflicts; Consents of Third Parties . . . . 10
4.7 Ownership and Transfer of Assets . . . . . . 9
4.8 Financial Statements . . . . . . . . . . . . 11
4.9 No Undisclosed Liabilities . . . . . . . . . 11
4.10 Absence of Certain Developments . . . . . . . 12
4.11 Taxes . . . . . . . . . . . . . . . . . . . . 14
4.12 Real Property . . . . . . . . . . . . . . . . 15
4.13 Tangible Personal Property . . . . . . . . . 17
4.14 Intangible Property . . . . . . . . . . . . . 17
4.15 Material Contracts . . . . . . . . . . . . . 18
4.16 Employee Benefits . . . . . . . . . . . . . . 19
4.17 Labor . . . . . . . . . . . . . . . . . . . . 19
4.18 Litigation . . . . . . . . . . . . . . . . . 20

<PAGE>
Section Page
------- ----

4.19 Compliance with Laws . . . . . . . . . . . . 20
4.20 Environmental Matters . . . . . . . . . . . . 20
4.21 Insurance . . . . . . . . . . . . . . . . . . 21
4.22 Payables . . . . . . . . . . . . . . . . . . 21
4.23 Related Party Transactions . . . . . . . . . 22
4.24 ADA Matters . . . . . . . . . . . . . . . . . 22
4.25 Banks . . . . . . . . . . . . . . . . . . . . 22
4.26 No Misrepresentation . . . . . . . . . . . . 22
4.27 Financial Advisors . . . . . . . . . . . . . 22
4.28 CND's Solvency and Obligations . . . . . . . 23
4.29 Name . . . . . . . . . . . . . . . . . . . . 23
4.30 Investment Intention . . . . . . . . . . . . 23

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

5.1 Organization and Good Standing . . . . . . . 24
5.2 Authorization of Agreement . . . . . . . . . 24
5.3 Conflicts; Consents of Third Parties . . . . 24
5.4 Litigation . . . . . . . . . . . . . . . . . 25
5.5 Financial Advisors . . . . . . . . . . . . . 25
5.6 Purchaser's Solvency and Obligations . . . . 25
5.7 Purchaser's Group Medical Plans . . . . . . . 26

ARTICLE VI

COVENANTS

6.1 Effect of Investigation . . . . . . . . . . . 26
6.2 Consents . . . . . . . . . . . . . . . . . . 26
6.3 Preservation of Records . . . . . . . . . . . 26
6.4 Publicity . . . . . . . . . . . . . . . . . . 27
6.5 Use of Name . . . . . . . . . . . . . . . . . 27
6.6 Environmental Matters . . . . . . . . . . . . 28
6.7 Noncompetition Agreements . . . . . . . . . . 28
6.8 Employee Benefits and Employment . . . . . . 28
6.9 Tax Matters . . . . . . . . . . . . . . . . . 29
6.10 Conduct of the Business Pending Closing . . . 30

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of
Purchaser . . . . . . . . . . . . . . . . . . 32
7.2 Conditions Precedent to Obligations of CND . 34

<PAGE>

Section Page
------- ----

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by CND . . . . . . 35
8.2 Documents to be Delivered by the Purchaser . 36

ARTICLE IX

INDEMNIFICATION

9.1 Survival . . . . . . . . . . . . . . . . . . 37
9.2 General Indemnification. . . . . . . . . . . 37
9.3 Limitations on Indemnification for Breaches
of Representation and Warranties . . . . . . 38
9.4 Indemnification Procedures . . . . . . . . . 39
9.5 Tax Matters . . . . . . . . . . . . . . . . . 41
9.6 Treatment of Payment . . . . . . . . . . . . 41
9.7 Right of Offset . . . . . . . . . . . . . . . 41

ARTICLE X

MISCELLANEOUS

10.1 Certain Definitions . . . . . . . . . . . . . 42
10.2 Expenses . . . . . . . . . . . . . . . . . . 47
10.3 Specific Performance . . . . . . . . . . . . 48
10.4 Further Assurances . . . . . . . . . . . . . 48
10.5 Submission to Jurisdiction; Consent to
Service of Process . . . . . . . . . . . . . 48
10.6 Entire Agreement; Amendments and Waivers . . 49
10.7 Governing Law . . . . . . . . . . . . . . . . 49
10.8 Table of Contents and Headings . . . . . . . 49
10.9 Notices . . . . . . . . . . . . . . . . . . . 49
10.10 Severability . . . . . . . . . . . . . . . . 51
10.11 Binding Effect; Assignment . . . . . . . . . 51
10.12 Bulk Transfer Laws . . . . . . . . . . . . . 51
10.13 Counterparts . . . . . . . . . . . . . . . . 52

<PAGE>

Schedules and Exhibits

Schedule I - List of Stores
Schedule 1.5(b) - Agreed Prepaid Expenses
Schedule 2.2(d) - Food Stamp Contracts
Schedule 4.6 - Conflicts
Schedule 4.9 - Undisclosed Liabilities
Schedule 4.10 - Certain Developments
Schedule 4.12(a)(1) - List of Company Properties
Schedule 4.12(a)(2) - Compliance Exceptions
Schedule 4.12(a)(3) - Property Contracts
Schedule 4.12(c) - Condemnation and Eminent Domain
Proceedings
Schedule 4.13 - Personal Property Leases
Schedule 4.14 - Intangibles
Schedule 4.15 - Material Contracts
Schedule 4.16(a) - Employee Benefits
Schedule 4.18 - Litigation
Schedule 4.19 - License Revocation Proceedings
Schedule 4.20 - Environmental
Schedule 4.21 - Insurance
Schedule 4.23 - Related Party Transactions
Schedule 4.25 - Bank Accounts
Schedule 4.27 - Financial Advisors
Schedule 5.3 - Conflicts/Consents
Schedule 6.9 - Allocation of Purchase Price

Exhibit A - Form of Noncompetition Agreement
Exhibit B - Form of Legal Opinion (Seller)
Exhibit C - Form of Legal Opinion (Buyer)
Exhibit D - Form of Lease Assignment and Assumption
Agreement
Exhibit E - Form of Assumption Agreement
Exhibit F - Form of Bill of Sale and Assignment of
Contracts
Exhibit G - Form of Employment Agreement

<PAGE>

ASSET PURCHASE AGREEMENT
----------------------------

THIS ASSET PURCHASE AGREEMENT, dated as of October 22, 1996
(the "Agreement"), by and among Dollar Financial Group, Inc., a New
York corporation (the "Purchaser"), Cash-N-Dash Check Cashing, Inc., a
California corporation ("CND" or the "Company"), and Thomas L.
Leonard, Louis B. Strasser, Barney B. and Arden Whitesell Family
Trust, DeGraw Living Trust, Gary J. Whitesell, Jack K. Whitesell and
Timothy B. Bennett (each, a Shareholder, and, together, the
"Shareholders").

W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, CND presently owns and operates those thirty-two
(32) check cashing stores located in the State of California as listed
on Schedule I (collectively, the "Stores");

WHEREAS, the Shareholders own all of the issued and
outstanding capital stock of the Company;

WHEREAS, Purchaser desires to purchase from CND and CND
desires to sell to Purchaser the Assets (as such term is defined in
Section 1.1) for the purchase price and upon the terms and conditions
hereinafter set forth;

WHEREAS, Purchaser desires that, effective upon the Closing
Date, the Shareholders and CND will agree not to compete with
Purchaser or any of its affiliates pursuant to a Noncompetition
Agreement to be entered into on the Closing Date in the form set forth
on Exhibit A hereto; and

WHEREAS, certain terms used in this Agreement are defined in
Section 10.1;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties
hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1 Sale and Purchase of Assets. Upon the terms and
---------------------------
subject to the conditions contained herein, on the Closing Date, CND
shall sell, assign, transfer, convey and deliver to the Purchaser (or
its designees) good and marketable title, free and clear of all Liens
(other than Permitted Exceptions), and the Purchaser shall purchase
from CND, all of the assets, properties,

<PAGE>

good-will, rights and business of CND of any nature whatsoever
(whether real or personal, tangible or intangible or otherwise) other
than the Excluded Assets (collectively, the "Assets").

In addition, CND agrees to provide, or cause to be provided,
to Purchaser access to all documents and/or information as may be
reasonably necessary to enable Purchaser to see to the efficient and
proper conduct and administration of the Assets from and after the
Closing Date, including, without limitation, all historical files, Tax
Returns, records and personnel data in connection with the Stores.

1.2 Assets. Without limiting the foregoing, CND agrees
------
that, at the time of Closing, all of the properties, business, rights,
good-will and assets of CND (including all properties, business,
rights, good-will and assets used or useable in the operation of the
Stores), other than the Excluded Assets, including, but not limited
to, the following, shall be included in the Assets and shall be
transferred to the Purchaser (or its designees), free and clear of all
Liens, except for the Permitted Exceptions:

(b) Personal Property, etc. All tangible and
----------------------
intangible personal property, equipment, machinery, furniture,
fixtures, tools, computer hardware, supplies and other assets,
wherever located, used or useable in the operation of the Stores.

(c) Real Property. The interest of CND in and to all
-------------
leased real property, buildings and structures, leasehold
improvements, fixtures and appurtenances used or useable in the
operation of the Stores (including all Company Properties) and CND's
interests and rights arising under all agreements, rights and
appurtenances relating thereto (including all Real Property Leases)
and any renewals, extensions, amendments or modifications thereof.

(d) Leases and Agreements. The rights of CND arising
---------------------
under all contracts and agreements to which it is a party, including
any renewals, extensions, amendments or modifications thereof
(including, without limitation, the Assumed Contracts).

<PAGE>

(e) Intellectual Property, etc. All copyrights,
--------------------------
trademarks, service marks, trade secret rights, computer programs and
software, permits, licenses or other similar rights used or useable in
the operation of the Stores, including, specifically, the trade names
enumerated on Schedule 4.14 hereof, as well as all other copyrights,
trademarks, service marks, trade secret rights, computer programs and
software (including without limitation all point-of-sale ("POS")
software developed and/or owned by CND), permits, licenses or other
similar rights utilized in the operation of the Stores.

(f) Books and Records. All books, records and files
-----------------
pertaining to the business conducted by any of the Stores for all
periods ending on or before the Closing Date.

(g) Prepaid Expenses. Security deposits and other
----------------
prepaid expenses of CND relating to the operation or ownership of the
Stores, including, but not limited to, Taxes, rent, licenses, postage
and any other prepaid assets or deposits relating to the operation or
ownership of the Stores.

(h) Customer Lists. Customer lists, vendor lists and
--------------
other intangible assets of CND.

1.3 Excluded Assets. It is agreed that (a) any cash,
---------------
savings accounts, checks returned unpaid, accounts receivable, refunds
of unearned insurance premiums, bank deposits, items in the process of
collection held by CND, tax deposits and other similar cash
equivalents, (b) CND's minute books, other similar corporate records
and stock register, (c) any payroll advances or other loans against
future wages made by CND to any of its employees, (d) any Consumer
Loans; and (e) all physical assets related to the Oakdale office
(collectively, the "Excluded Assets") shall not constitute part of the
Assets. Such Excluded Assets shall be retained by CND and shall not
be transferred to the Purchaser at Closing. In the event that CND s
food stamp contract with Stanislaus County, California is renewed or
extended (or is reasonably likely to be so renewed or extended) beyond
January 1, 1997 prior to Closing, the physical assets related to the
Oakdale office may at the election of Purchaser be included in the
Assets and shall not be Excluded Assets hereunder. Solely as an
accommodation to CND, Purchaser shall, during the sixty (60) day
period following the Closing Date, attempt to collect (at the sole
cost and expense of CND) CND's outstanding accounts receivable and
other items (other than Consumer Loans) in the process of collection
as of the Closing Date (all to the extent arising in the ordinary
course of business of CND) and will remit to CND any amounts so
collected (net of expenses, including reasonable attorneys' fees);
provided that (i) CND shall promptly pay to Purchaser (or Purchaser
--------
may retain from such proceeds) an amount equal to ten percent (10%)

<PAGE>

of all amounts collected after January 1, 1997, (ii) Purchaser shall
not be obligated to institute litigation or any proceedings to collect
such amounts and (iii) CND shall reimburse Purchaser immediately upon
demand for any and all expenses of Purchaser (including, without
limitation, reasonable attorneys' fees and expenses) to the extent
Purchaser shall not therefore have reimbursed itself out of amounts
collected by Purchaser as described above. In addition, solely as an
accommodation to CND, Purchaser shall, following the Closing Date,
attempt to collect (at the sole cost and expense of CND) CND s
outstanding Consumer Loans as of the Closing Date (all to the extent
arising in the ordinary course of business of CND) and will remit to
CND any amounts so collected (net of expenses, including reasonable
attorneys fees); provided that (i) CND shall promptly pay to
--------
Purchaser (or Purchaser may retain from such proceeds) an amount equal
to ten percent (10%) of all amounts collected, (ii) Purchaser shall
not be obligated to institute litigation or any proceedings to collect
such amounts and (iii) CND shall reimburse Purchaser immediately upon
demand for any and all expenses of Purchaser (including, without
limitation, reasonable attorneys fees and expenses) to the extent
Purchaser shall not therefore have reimbursed itself out of amounts
collected by Purchaser as described above. Purchaser shall have no
affirmative duty to collect any of such items.

1.4 Liens. CND agrees that, as of Closing, the Assets will
-----
be free and clear of all Liens except for the Permitted Exceptions and
specifically agrees that all such Liens, other than the Permitted
Exceptions, shall be satisfied prior to the consummation of the
Closing.

1.5 Liabilities.
-----------
(a) Upon the terms and subject to the conditions of
this Agreement, at the Closing Purchaser will assume and agree to
perform and discharge the obligations of CND under and pursuant to the
Assumed Contracts, but only to the extent that such obligations arise
and accrue after the Closing Date (excluding, however, those
obligations that either arise out of or would have been satisfied
prior to the Closing but for a breach or default by CND)
(collectively, the "Assumed Liabilities"). The Purchaser shall not
assume, and shall not be deemed to have assumed, any Excluded
Liabilities.

(b) Apportionments. Rents, additional rent, real
--------------
estate taxes, personal property taxes, water, utilities, and benefits
under any Employee Benefit Plan (including accrued vacation and
holidays) (the "Expenses") to the extent constituting Agreed Prepaid
Expenses that are (i) paid by, or on behalf of, CND on or prior to the
Closing Date and allocable, in whole or in part, to any period
following the Closing Date, shall

<PAGE>

be credited to CND to the extent so allocable, or (ii) unpaid by, or
on behalf of CND on or prior to the Closing Date and allocable, in
whole or in part, to any period prior to the Closing Date, shall be
credited to Purchaser (the "Credited Liabilities"). In addition, to
the extent that, in connection with the assignment of any real
property leases by CND to Purchaser at the Closing, security deposits
paid thereunder by CND are to remain in place on and after Closing,
Purchaser shall reimburse CND for such amounts at Closing. Schedule
1.5(b) hereto lists the categories of prepaid Expenses of CND expected
to exist as of Closing (the "Agreed Prepaid Expenses"). Except for
Agreed Prepaid Expenses, no other Expenses shall be pro rated as
provided above.

The parties hereto shall make apportionments as provided
above on the Closing Date and corresponding adjustments to the
Purchase Price to the extent possible at that time. However, because
a number of the Agreed Prepaid Expenses will not be readily
determinable until after the Closing Date, final apportionments cannot
be made on that date. Therefore, at such time as CND and Purchaser
reasonably believe that all of the Agreed Prepaid Expenses are
sufficiently determinable so that charges and credits may be finally
allocated in the manner contemplated by this Section 1.5(b), CND and
Purchaser shall agree with respect to the allocation of the Agreed
Prepaid Expenses and a further adjustment shall be made between the
parties hereto. To the extent the net effect of such additional
adjustment results in a credit to CND, Purchaser shall promptly pay
such additional amount to CND (plus interest on such amount at the
rate of eight percent (8%) per annum from the Closing Date to the date
of payment), which amount shall be an adjustment to the Purchase
Price. To the extent such net effect results in a credit to
Purchaser, CND and the Shareholders shall be jointly and severally
liable to promptly pay such additional amount to Purchaser (plus
interest on such amount at the rate of eight percent (8%) per annum
from the Closing Date to the date of payment), which amount shall be
an adjustment to the Purchase Price and shall not count against the
Liability Cap. In the event that either party gives the other written
notice that a dispute exists with respect to the apportionment of
Agreed Prepaid Expenses and such dispute is not resolved within twenty
(20) days after the other party receives a copy of such notice of
dispute, either party may submit such dispute to arbitration in the
San Francisco, California metropolitan area for final resolution in
accordance with the commercial arbitration rules of the American
Arbitration Association then in effect. The determination of such
arbitrators shall be final and binding upon the parties hereto, and
the fees of such arbitrators in connection with the determination
shall be paid by the party against whom the award was made, or if a
compromise was made, shared equally.

<PAGE>

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price. The purchase price for the
------------------------
Assets and the Assumed Liabilities (the "Purchase Price") shall be an
amount equal to the sum of (i) Seven Million Two Hundred Fifty
Thousand Dollars ($7,250,000) plus (ii) the allocation between the
----
parties of the Agreed Prepaid Expenses in accordance with Section 1.5
hereof.

2.2 Payment of Purchase Price. Purchaser shall pay the
-------------------------
Purchase Price as follows:

(a) On the Closing Date, Purchaser shall pay to CND an
amount of Nine Hundred Thousand Dollars ($900,000) plus the allocation
----
on the Closing Date of the Agreed Prepaid Expenses. All such payments
of cash shall be made by certified or bank cashier's check in New York
Clearing House Funds, payable to the order of CND (or, at CND's
option, by wire transfer of immediately available funds into an
account designated by CND).

(b) On the Closing Date, Purchaser shall deliver to
CND a certificate evidencing 312.5 shares of the common stock, $.001
par value per share ( Holdings Stock ), of DFG Holdings, Inc., a
Delaware corporation ( Holdings ), representing a value of Five
Hundred Thousand Dollars ($500,000) based on a value of One Thousand
Six Hundred Dollars ($1,600) per share of Holdings Stock (the Deemed
Value ).

(c) On January 2, 1997, Purchaser shall pay to CND an
amount of Five Million One Hundred Thousand Dollars ($5,100,000) in
cash by certified or bank cashier s check in New York Clearing House
Funds, payable to the order of CND (or, at CND s option, by wire
transfer of immediately available funds into an account designated by
CND).

(d) Purchaser shall pay to CND an amount of Seven
Hundred Fifty Thousand Dollars ($750,000) in four (4) equal annual
installments of One Hundred Eighty-Seven Thousand Five Hundred Dollars
($187,500) each (each, an Annual Payment ) on January 15 of each year
commencing January 15, 1998, by certified or bank cashier s check in
New York Clearing House Funds, payable to the order of CND (or, at
CND s option, by wire transfer of immediately available funds into an
account designated by CND); provided, that if the gross amount of all
--------
fees paid to the Purchaser (the Food Stamp Fees ) under the food
stamp contracts listed on Schedule 2.2(d) hereof (the Food Stamp
Contracts ) does not exceed One Million Four Hundred Thousand Dollars
($1,400,000) (the Food Stamp Target ) for a Target Period (as

<PAGE>

defined below), the Annual Payment with respect to such Target Period
shall be reduced by a percentage equal to the percentage of the Food
Stamp Target represented by the difference between the Food Stamp
Target and the amount of Food Stamp Fees earned during such Target
Period from such Food Stamp Contracts; provided, further, that if a
-------- -------
Food Stamp Contract or Contracts should be terminated as a result of a
rebidding process or as a result of a default in the performance
thereunder by Purchaser, the Food Stamp Target shall be reduced by the
monthly average amount of Food Stamp Fees earned from such terminated
Food Stamp Contract or Contracts during the last twelve (12) full
calendar months of operation thereunder, (x) for the Target Period in
which any such Food Stamp Contract is terminated, multiplied by the
number of full calendar months remaining in such Target Period and (y)
---------
for each subsequent Target Period, multiplied by twelve (12);
provided, further, that if a Food Stamp Contract or Contracts should
-------- -------
be terminated as a result of a decision by a contracting agency (an
Agency Decision ) to (i) eliminate food stamp benefits; (ii) elect to
distribute food stamp benefits on an in-house basis; or (iii) alter
the manner in which food stamps are distributed as to eliminate check-
cashing stores such as the Stores as a viable distribution
alternative, the Food Stamp Target shall not be reduced as a result of
such termination resulting from any Agency Decision.

For purposes of this Section 2.2(d), a Target Period shall
be the twelve (12) month period commencing on the first day of the
month following the Closing Date and ending on the first anniversary
of the first day of the month following the Closing Date, and each of
the three (3) successive twelve (12) month periods commencing on the
first, second and third anniversaries of the first day of the month
following the Closing Date, respectively, and ending on the next
anniversary thereof.

2.3 Lease Consent Escrow. Notwithstanding the provisions
--------------------
of Sections 2.2(b), in the event that on the Closing Date the
condition set forth in Section 7.1(i) shall not have been satisfied,
and notwithstanding such circumstance Purchaser shall elect to proceed
with the Closing, the Purchaser may place into escrow (with an escrow
agent and pursuant to a written escrow agreement containing terms and
provisions reasonably satisfactory to the parties and their respective
counsel) the certificate representing the shares of Holdings Stock to
be delivered pursuant to Section 2.2(b). Such certificate shall be
released to CND upon the satisfaction of the Minimum Lease Condition
or the date that is one year from the Closing Date, provided, however,
that in the event active proceedings to terminate Purchasers
occupancy of the leased premises are commenced with respect to more
than five Real Property Leases ( Excess Termination Proceedings )
within such one year period, then the Purchase Price shall be reduced
by the sum of $75,000.00

<PAGE>

for each Excess Termination Proceeding and the number of shares of
Holdings Stock issued to Purchaser shall be reduced by a number
obtained by dividing the reduction in the Purchase Price by the Deemed
Value, the remaining shares of Holdings Stock shall be distributed to
CND and the Purchase Price shall be adjusted accordingly. In the
event of a Closing at which the condition in Section 7.1(i) has not
been satisfied, the provisions of this Section 2.3 shall be the sole
remedy of Purchaser for CND s failure to satisfy such condition.

ARTICLE III

CLOSING

3.1 Closing Date. Subject to the satisfaction of the
------------
conditions set forth in Sections 7.1 and 7.2 hereof (or the waiver
thereof by the party entitled to waive that condition), the closing of
the sale and purchase of the Assets provided for in Section 1.1 hereof
(the "Closing") shall take place at 10:00 A.M. at the offices of Wolf,
Block, Schorr and Solis-Cohen, located at the Packard Building, 15th
and Chestnut Streets, Philadelphia, Pennsylvania 19102 (or at such
other place as the parties may designate in writing) on November 14,
1996, or on such other date as CND and the Purchaser may jointly
designate in writing. The date on which the Closing is held is
referred to in this Agreement as the "Closing Date.

3.2 Termination of Agreement. This Agreement may be
------------------------
terminated prior to the Closing as follows:

(a) At the election of either CND or the Purchaser on
or after November 30, 1996, if the Closing shall not have occurred by
the close of business on such date, provided that the terminating
party is not in breach of this Agreement or otherwise in default of
any of its obligations hereunder;

(b) by mutual written consent of CND and the
Purchaser; or

(c) by CND or the Purchaser if there shall be in
effect a final nonappealable Order of a Governmental Body of competent
jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby.

<PAGE>

hereunder shall be abandoned, without further action by the Purchaser
or CND. If this Agreement is terminated as provided herein, each
party shall redeliver all documents, work papers and other material of
any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same.

3.4 Effect of Termination. In the event that this
---------------------
Agreement is validly terminated as provided herein, then the parties
shall be relieved of their duties and obligations arising under this
Agreement after the date of such termination and such termination
shall be without liability to Purchaser, CND or any Shareholder;
provided, further, however, that nothing in this Section 3.4 shall
-------- ------- -------
relieve any party hereto of any liability for a breach of this
Agreement, provided, further that any confidentiality agreements shall
survive the termination of this Agreement .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CND AND THE SHAREHOLDERS

CND represents and warrants to Purchaser, and the
Shareholders individually represent and warrant solely as to Section
4.30 to Purchaser, as follows:

4.1 Organization and Good Standing. CND is a corporation
------------------------------
duly organized, validly existing and in good standing under the laws
of California and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as
now conducted. CND is duly qualified or authorized to do business as
a foreign corporation and is in good standing under the laws of each
jurisdiction in which it leases real property and each other
jurisdiction in which the conduct of its business or the ownership of
its properties requires such qualification or authorization.

4.2 Authorization of Agreement. CND and each other party
--------------------------
hereto (other than Purchaser) has all requisite power, authority and
legal capacity to execute and deliver this Agreement, the
Noncompetition Agreement and each other agreement, document, or
instrument or certificate contemplated by this Agreement or to be
executed by such Person in connection with the consummation of the
transactions contemplated by this Agreement (collectively, the Seller
Documents"), and to consummate the transactions contemplated hereby
and thereby. This Agreement and each of the Seller Documents have
been duly and validly executed and delivered by CND and each other
party thereto (other than Purchaser) and (assuming the due
authorization, execution and delivery by Purchaser if a party thereto)
this Agreement and each

<PAGE>

of the Seller Documents constitute the legal, valid and binding
obligations of CND and each other party thereto (other than
Purchaser), enforceable against such Person in accordance with their
respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

4.3 Capitalization.
--------------
(a) The authorized capital stock of CND consists of
10,000 shares of common stock (the Common Stock"). There are four
thousand (4,000) shares of Common Stock issued and outstanding. All
of the issued and outstanding shares of Common Stock are owned,
beneficially and of record, by the Shareholders.

4.4 Subsidiaries and Other Interests. CND does not have
--------------------------------
any Subsidiaries and does not own any equity interests in any Person.

4.5 Corporate Records. CND has delivered to the Purchaser
-----------------
true, correct and complete copies of the articles of incorporation
(certified by the Secretary of State of California) and by-laws
(certified by the secretary, assistant secretary or other appropriate
officer) of CND.

4.6 Conflicts; Consents of Third Parties.
------------------------------------
(a) None of the execution and delivery by CND or the
Shareholders of this Agreement and the Seller Documents, the
consummation by each of CND and the Shareholders of the transactions
contemplated hereby and thereby, or compliance by CND or the
Shareholders with any of the provisions hereof or thereof will (i)
conflict with, or result in the breach of, any provision of the
articles of incorporation or by-laws of CND; (ii) except as set forth
on Schedule 4.6, conflict with, violate, result in the breach or
termination of, constitute a default under, or give rise to any right
of acceleration under, any note, bond, mortgage, deed of trust,
indenture, license, lease, agreement or other instrument or obligation
to which CND or any Shareholder is a party or by which any of them or
any of their respective properties or assets is bound; (iii) violate
any statute, rule, regulation, judgment or Order of any Governmental
Body by which CND or any Shareholder is bound; or (iv) result in the
creation of any Lien upon the properties or assets of CND or any
Shareholder.

<PAGE>

(b) Except as set forth on Schedule 4.6, no consent,
waiver, approval, Order, Permit or authorization of, or declaration or
filing with or notification to, any Person or Governmental Body is
required on the part of CND or any Shareholder in connection with the
execution and delivery of this Agreement or the Seller Documents, or
the compliance by CND or any Shareholder, as the case may be, with any
of the provisions hereof or thereof.

4.7 Ownership and Transfer of Assets. CND is the owner of
--------------------------------
all the Assets, free and clear of any and all Liens (other than
Permitted Exceptions). CND has the power and authority to sell,
transfer, assign and deliver all such Assets as provided in this
Agreement. Upon the consummation of the Closing, CND will have
conveyed to Purchaser good and marketable title to all of the Assets,
free and clear of all Liens (other than Permitted Exceptions).

4.8 Financial Statements. CND has delivered to the
--------------------
Purchaser copies of (i) the unaudited balance sheets of CND as of
December 31, 1993, 1994 and 1995 and the related unaudited statements
of income and of cash flows of CND for the years then ended and (ii)
the unaudited consolidated balance sheet of CND as of June 30, 1996
and the related unaudited consolidated statement of income and cash
flow of CND for the period then ended (such unaudited statements,
including the related notes and schedules thereto, are referred to
herein as the "Financial Statements"). Each of the Financial
Statements is complete and correct in all material respects, has been
prepared on a tax-accrual basis substantially in accordance with GAAP
(subject to normal year-end adjustments in the case of the unaudited
statements) and in conformity with the practices consistently applied
by CND without modification of the accounting principles used in the
preparation thereof, and presents fairly in accordance with GAAP the
financial position, results of operations and cash flows of CND as of
the dates and for the periods indicated.

For the purposes hereof, the unaudited balance sheet of CND
as of June 30, 1996 is referred to as the "Balance Sheet" and June 30,
1996 is referred to as the "Balance Sheet Date".

4.9 No Undisclosed Liabilities. Except as set forth on
--------------------------
Schedule 4.9, CND has no indebtedness, obligations or liabilities of
any kind (whether absolute, contingent or otherwise, and whether due
or to become due) which are not reflected on the Balance Sheet other
than such indebtedness, obligations or liabilities (i) as were
incurred in the ordinary and usual course of business consistent with
its past practices since the Balance Sheet Date, (ii) existing
pursuant to any contract or agreement disclosed on Schedules
4.12(a)(1), 4.12(a)(2), 4.13 or 4.15 (or any contract or agreement not

<PAGE>

required to be disclosed thereon because such contract or agreement
was not of the type required to be disclosed thereon) or (iii) which
will be repaid or discharged prior to the Closing.

4.10 Absence of Certain Developments. Except as expressly
-------------------------------
required by this Agreement or as set forth on Schedule 4.10, since the
Balance Sheet Date:

(i) there has not been any Material Adverse Change
nor has there occurred any event which is reasonably likely to result
in a Material Adverse Change;

(ii) there has not been any damage, destruction or
loss, whether or not covered by insurance, with respect to the
property and assets of CND having a replacement cost of more than Ten
Thousand Dollars ($10,000) for any single loss or Twenty-Five Thousand
Dollars ($25,000) for all such losses;

(iii) there has not been any declaration, setting
aside or payment of any dividend or other distribution in respect of
any shares of capital stock of CND or any repurchase, redemption or
other acquisition by CND of any outstanding shares of capital stock or
other securities of, or other ownership interest in, CND;

(iv) CND has not awarded or paid any bonuses to
employees of CND with respect to the fiscal year ended December 31,
1995, or entered into any employment, deferred compensation, severance
or similar agreement (nor amended any such agreement) or agreed to
increase the compensation payable or to become payable by it to any of
CND's directors, officers, employees, agents or representatives or
increased or agreed to increase the coverage or benefits available
under any severance pay, termination pay, vacation pay, company
awards, salary continuation for disability, sick leave, deferred
compensation, bonus or other incentive compensation, insurance,
pension or other employee benefit plan, payment or arrangement made
to, for or with such directors, officers, employees, agents or
representatives (other than normal increases in the ordinary course of
business consistent with past practice and that in the aggregate have
not resulted in a material increase in the benefits or compensation
expense of CND, including coverage or contributions required or
permitted under the terms of any Employee Benefit Plan or required
under any applicable law, rule or regulation);

(v) there has not been any change by CND in
accounting or Tax reporting principles, methods or policies;

<PAGE>

(vi) CND has not entered into any transaction or
Contract or conducted its business other than in the ordinary course
consistent with past practice;

(vii) CND has not failed to promptly pay and discharge
current liabilities except where disputed in good faith by appropriate
proceedings;

(viii) CND has not made any loans, advances or capital
contributions to, or investments in, any Person or paid any fees or
expenses to any Affiliate of CND;

(ix) CND has not mortgaged, pledged or subjected to
any Lien any of its assets, or acquired any assets or sold, assigned,
transferred, conveyed, leased or otherwise disposed of any assets,
except for assets acquired or sold, assigned, transferred, conveyed,
leased or otherwise disposed of in the ordinary course of business
consistent with past practice;

(x) CND has not discharged or satisfied any Lien, or
paid any obligation or liability (fixed or contingent), except in the
ordinary course of business consistent with past practice and which,
in the aggregate, would not be material to CND or which is permitted
or required under the terms of any Employee Benefit Plan or required
under any applicable law, rule, or regulation and which in the
aggregate would not be material to CND;

(xi) CND has not canceled or compromised any debt or
claim or amended, canceled, terminated, relinquished, waived or
released any Contract or right except in the ordinary course of
business consistent with past practice and which, in the aggregate,
would not be material to CND;

(xii) CND has not made or committed to make any
capital expenditures or capital additions or betterments in excess of
Ten Thousand Dollars ($10,000) individually or Twenty-Five Thousand
Dollars ($25,000) in the aggregate;

(xiii) CND has not entered into any transaction,
arrangement or agreement with any of its Affiliates;

(xiv) CND has not instituted or settled any material
Legal Proceeding; and

(xv) CND has not agreed to do anything set forth in
this Section 4.10.

<PAGE>

4.11 Taxes.
-----
(a) All Tax Returns required to be filed by or with
respect to CND or its assets have been properly prepared and duly and
timely filed with the appropriate taxing authorities in all
jurisdictions in which such Tax Returns are required to be filed, and
all such Tax Returns are true, complete and correct in all material
respects. CND has duly and timely paid all Taxes that are due, or
claimed or asserted by any taxing authority to be due, from or with
respect to it for periods covered by such Tax Returns. With respect
to any period for which Tax Returns have not yet been filed, or for
which Taxes are not due or owing, CND has made sufficient current
accruals for such Taxes in its Financial Statements as of December 31,
1995.

(b) CND has duly and timely withheld from employee
salaries, wages and other compensation and has paid over to the
appropriate taxing authorities all amounts required to be so withheld
and paid over for all periods under all applicable laws.

(d) All deficiencies asserted or assessments made as a
result of any examinations by the Internal Revenue Service or any
other taxing authority of the Tax Returns of or covering or including
CND have been fully paid, and there are no other audits or
investigations by any taxing authority in progress, nor has CND
received any notice from any taxing authority that it intends to
conduct such an audit or investigation.

(e) CND is not a foreign person within the meaning of
Section 1445 of the Code.

(f) No claim has been made by a taxing authority in a
jurisdiction where CND does not file Tax Returns such that it is or
may be subject to taxation by that jurisdiction.

(g) No property owned on the Closing Date by CND will
be required to be treated as being (i) owned by another Person
pursuant to the provisions of Section l68(f)(8) of the Internal
Revenue Code of 1954, as amended and in effect immediately prior to
the enactment of the Tax Reform Act of 1986 or (ii) tax-exempt use
property within the meaning of Section 168(h)(1) of the Code.

<PAGE>

(h) No property owned on the Closing Date by CND is
subject to a Section 467 rental agreement.

(i) CND is not a party to any tax sharing or similar
agreement or arrangement (whether or not written) pursuant to which it
will have any obligation to make any payments after the Closing.

(j) The performance of the transactions contemplated
by this Agreement will not (either alone or upon the occurrence of any
additional or subsequent event) result in any payment that would
constitute an excess parachute payment" within the meaning of Section
280G of the Code.

(k) There are no liens with respect to Taxes upon any
of the assets of CND.

(l) CND has never been a member of an affiliated group
of corporations filing a consolidated, combined or unitary Tax Return.

4.12 Real Property.
-------------
(a) Schedule 4.12(a)(1) sets forth a complete list of
all real property and interests in real property leased by CND
(individually, a "Real Property Lease" and the real properties
specified in such leases being referred to herein individually as a
"Company Property" and collectively as the "Company Properties") as
lessee or lessor. The Company Property constitutes all interests in
real property currently used or currently held for use in connection
with the business of the Stores and which are necessary for the
continued operation of the business of the Stores as the business is
currently conducted. Except as set forth on Schedule 4.12(a)(2), to
the best of CND's knowledge, the premises leased pursuant to the Real
Property Leases comply with all building, fire, zoning and other
ordinances and regulations applicable thereto. CND has paid all rent,
additional rent and/or other charges reserved and payable under each
of the Real Property Leases to the extent so payable as of the date
hereof. CND has a valid and enforceable leasehold interest under each
of the Real Property Leases, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity); CND has
not caused an event of default or received any written notice of any
default or event that with notice or lapse of time, or both, would
constitute a default by CND under any of the Real Property Leases; and
none of the landlords in respect of the Real Property Leases has
caused an event of default that with notice or lapse of time, or both,

<PAGE>

would constitute a default by any one of such landlords under any of
the Real Property Leases. Except as set forth on Schedule 4.12(a)(3),
there is no management agreement, equipment lease, service contract or
other contract or agreement to which CND is a party affecting any
Company Property (collectively, "Property Contracts") which (i) was
not made in the ordinary course of business, (ii) is not terminable
upon thirty (30) days' prior notice by CND without payment of a
premium or penalty or (iii) requires payments in excess of an amount
that, if added to the monthly payment obligations of all other
Property Contracts in respect of such Company Property, would cause
the aggregate amount of all monthly payment obligations in respect of
all Property Contracts for such Company Property to exceed One
Thousand Dollars ($1,000) with respect to a Real Property Lease. CND
has delivered to the Purchaser true, correct and complete copies of
the Real Property Leases, together with all amendments, modifications
or supplements, if any, thereto. CND presently owns and operates the
Stores, which includes the check cashing stores at the locations set
forth on Schedule 4.12(a)(1).

(b) CND has all certificates of occupancy and Permits
of any Governmental Body necessary or useful for the current use and
operation of each Company Property, and CND has fully complied with
all material conditions of the Permits applicable to them. No default
or violation, or event that with the lapse of time or giving of notice
or both would become a default or violation, has occurred in the due
observance of any Permit.

(c) Except as set forth on Schedule 4.12(c), there
does not exist any actual or, to the best Knowledge of CND, threatened
or contemplated condemnation or eminent domain proceedings that affect
any Company Property or any part thereof and CND has not received any
notice, oral or written, of the intention of any Governmental Body or
other Person to take or use all or any part thereof.

(d) CND has not received any written notice from any
insurance company that has issued a policy with respect to any Company
Property requiring performance of any structural or other repairs or
alterations to such Company Property.

(e) CND does not own or hold, and is not obligated
under or a party to, any option, right of first refusal or other
Contract right to purchase, acquire, sell, assign or dispose of any
real estate or any portion thereof or interest therein.

(f) CND does not own or hold in fee any real property
with respect to the Stores.

<PAGE>

4.13 Tangible Personal Property.
--------------------------
(a) Schedule 4.13 sets forth all leases of personal
property ("Personal Property Leases") relating to personal property
used in the business of CND or to which CND is a party or by which the
properties or assets of CND is bound, which involve the annual
expenditure of more than Five Hundred Dollars ($500) individually or
Two Thousand Dollars ($2,000) in the aggregate. CND has delivered or
otherwise made available to the Purchaser true, correct and complete
copies of the Personal Property Leases, together with all amendments,
modifications or supplements thereto.

(b) CND has a valid leasehold interest under each of
the Personal Property Leases under which it is a lessee, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or
in equity), and there is no default under any Personal Property Lease
by CND, or, to the best Knowledge of CND, by any other party thereto,
and no event has occurred that with the lapse of time or the giving of
notice or both would constitute a default thereunder.

(c) CND has good and marketable title to all of the
items of tangible personal property reflected on its Balance Sheet
(except as sold or disposed of subsequent to the date thereof in the
ordinary course of business consistent with past practice), free and
clear of any and all Liens, other than the Permitted Exceptions.

4.14 Intangible Property. Schedule 4.14 contains a complete
-------------------
and correct list of each patent, trademark, trade name, service mark
and copyright owned or used by CND as well as all registrations
thereof and pending applications therefor, and each license or other
agreement relating thereto. Except as set forth on Schedule 4.14,
each of the foregoing is owned by the party shown on such Schedule as
owning the same, free and clear of all Liens and is in good standing
and not the subject of any challenge. There have been no claims made
and CND has not received any notice or otherwise knows or has reason
to believe that any of the foregoing is invalid or conflicts with the
asserted rights of others. CND possesses all patents, patent
licenses, trade names, trademarks, service marks, brand marks, brand
names, copyrights, know-how, formulae and other proprietary and trade
rights necessary for the conduct of its business as now conducted, not
subject to any restrictions and without any known conflict with the
rights of others and CND has not forfeited or otherwise relinquished
any such patent, patent license, trade name, trademark, service mark,
brand mark, brand name, copyright,

<PAGE>

know-how, formulae or other proprietary right necessary for the
conduct of its business as conducted on the date hereof. CND is not
under any obligation to pay any royalties or similar payments in
connection with any license to any Affiliate of CND.

4.15 Material Contracts. Schedule 4.15 sets forth each of
------------------
the following Contracts to which CND is a party or by which it is
bound (collectively, the "Material Contracts"): (i) Contracts with
any Shareholder (or any Affiliates of any Shareholder) or any current
or former officer or director of CND; (ii) Contracts with any labor
union or association representing any employee of CND; (iii) Contracts
pursuant to which any Person is required to purchase or sell a stated
portion of its requirements or output from or to another Person;
(iv) Contracts for the sale of any of the assets of CND other than in
the ordinary course of business or for the grant to any Person of any
preferential rights to purchase any of its assets; (v) partnership or
joint venture agreements; (vi) Contracts containing covenants of CND
or any of its Affiliates not to compete in any line of business or
with any Person in any geographical area or covenants of any other
Person not to compete with CND in any line of business or in any
geographical area; (vii) Contracts relating to the acquisition by CND
of any operating business or the capital stock of any other Person;
(viii) Contracts relating to the borrowing of money; or (ix) any other
Contracts, other than Real Property Leases, which involve the
expenditure of more than Fifteen Thousand Dollars ($15,000) in the
aggregate or Five Thousand Dollars ($5,000) annually or require
performance by any party more than one year from the date hereof.
There have been made available to Purchaser true and complete copies
of each of the Material Contracts. Except as set forth on Schedule
4.15, each of the Material Contracts and other agreements is in full
force and effect and is the legal, valid and binding obligation of
each party thereto, enforceable against such party in accordance with
its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity). Except as set forth on
Schedule 4.15, CND is not in default in any material respect under any
Material Contracts, nor, to the Knowledge of CND, is any other party
to any Material Contract in default thereunder in any material
respect. "Assumed Contracts" shall include (i) all Real Property
Leases and (ii) the Material Contracts marked on Schedule 4.15 with an
asterisk (*). Any Assumed Contract to be transferred to Purchaser at
Closing may be so transferred and will not cause a default or
violation thereunder, other than defaults or violations arising from
the failure to obtain consent to transfer required pursuant to Section
4.6 and Section 7.1(i).

<PAGE>

4.16 Employee Benefits. Schedule 4.16(a) set forth a
-----------------
complete and correct list of (i) all "employee benefit plans" as
defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and any other severance pay, vacation
pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, stock
purchase arrangements or policies, life insurance, scholarship or
other employee benefit plan, program or arrangement maintained by CND
or to which CND has any liability (contingent or otherwise) with
respect to employees, officers, directors or shareholders of CND
("Employee Benefit Plans"). None of the Employee Benefit Plans
constitutes a multiple employer plan as defined in Section 4063 and
4064 of ERISA ("Multiple Employer Plans"), (ii) a multiemployer plan
(as defined in Section 4001(a)(3) of ERISA) ("Multiemployer Plans"),
(iii) a "benefit plan", within the meaning of Section 5000(b)(l) of
the Code providing continuing benefits after the termination of
employment (other than as required by Section 4980B of the Code or
Part 6 of Title I of ERISA and at the former employee's or his
beneficiary's sole expense), (iv) a defined benefit plan that is
subject to Title IV of ERISA or (v) a plan or arrangement which
provides continuing medical, life insurance or other welfare benefits
after termination of employment other than as required by Section
4980B of the Code. A complete and accurate copy of each Employee
Benefit Plan has been provided to Purchaser. All contributions to the
Employee Benefit Plans and 412 Plans that may have been required to be
made under such plans and, when applicable, Section 302 of ERISA and
Section 412 of the Code, have been timely made.

4.17 Labor.
-----
(a) CND is not party to any labor or collective
bargaining agreement and there are no labor or collective bargaining
agreements which pertain to employees of CND.

(b) No employees of CND are represented by any labor
organization. No labor organization or group of employees of CND has
made a pending demand for recognition, and there are no representation
proceedings or petitions seeking a representation proceeding presently
pending or, to the best Knowledge of CND, threatened to be brought or
filed, with the National Labor Relations Board or other labor
relations tribunal. There is no organizing activity involving CND
pending or, to the best Knowledge of CND, threatened by any labor
organization or group of employees of CND.

(c) There are no (i) strikes, work stoppages,
slowdowns, lockouts or arbitrations or (ii) material grievances or
other labor disputes pending or, to the best Knowledge of CND,
threatened against or involving CND. There are no unfair labor

<PAGE>

practice charges, grievances or complaints pending or, to the best
Knowledge of CND, threatened by or on behalf of any employee or group
of employees of CND.

4.18 Litigation. Except as set forth in Schedule 4.18,
----------
there is no suit, action, proceeding, investigation, claim or order
pending or, to the Knowledge of CND, overtly threatened against CND
(or to the Knowledge of CND, pending or threatened, against any of the
officers, directors or key employees of CND with respect to their
business activities on behalf of CND), or to which CND is otherwise a
party, before any court, or before any governmental department,
commission, board, agency, or instrumentality; nor, to the Knowledge
of CND, is there any reasonable basis for any such action, proceeding,
or investigation. CND is not subject to any judgment, Order or decree
of any court or Governmental Body and CND is not engaged in any legal
action to recover monies due it or for damages sustained by it.

4.19 Compliance with Laws. CND possesses all Licenses of
--------------------
and from all Governmental Bodies necessary to own or lease its
respective properties and assets and to conduct the business in which
it is engaged, which licenses are listed on Schedule 4.19. Except as
set forth on Schedule 4.19, no proceeding has been threatened or
commenced which seeks to, or could reasonably be anticipated to, cause
the suspension, modification, revocation or withdrawal of any License.
CND is currently, and at all times has been, in material compliance
with all Laws applicable to it including, without limitation, all
applicable banking Laws. Neither CND nor any of its directors,
officers, employees or representatives has offered, proposed, promised
or made any illegal payment to officers, employees or representatives
of any Governmental Body, or engaged in any illegal reciprocal
practices or made any illegal payment or given any other illegal
consideration to any third party.

4.20 Environmental Matters. Except as set forth on
---------------------
Schedule 4.20 hereto:

(a) the operations of CND, to the Knowledge of CND,
are and have been and are in substantial compliance with all
applicable Environmental Laws and all permits, licenses or other
authorizations issued pursuant to applicable Environmental Laws
("Environmental Permits");

(b) CND has obtained all Environmental Permits
necessary to operate its business and is in substantial compliance
with such Environmental Permits;

<PAGE>

or Person respecting (i) Environmental Laws, (ii) Remedial Action or
(iii) any Release or threatened Release of a Hazardous Material;

(d) CND has not received any written communication
alleging that CND or the operations thereof may be in violation of any
Environmental Law or any Environmental Permit, or may have any
liability under any Environmental Law;

(e) to the Knowledge of CND, no unpermitted or
unlawful Release of any Hazardous Materials has occurred at any of the
Company Properties or off-site so as to adversely affect the Company
Properties;

(f) there are no legal or administrative proceedings
pending or, to the Knowledge of CND, threatened against CND alleging
the violation of or seeking to impose liability pursuant to
Environmental Laws;

(g) to the Knowledge of CND, there are no
investigations of the business, operations or currently or previously
owned, operated or leased property of CND pending or threatened which
could lead to the imposition of any liability pursuant to
Environmental Laws;

(h) to the Knowledge of CND, there are not located at
any of the Company Properties any (i) underground storage tanks, (ii)
asbestos-containing material or (iii) equipment containing
polychlorinated biphenyls in quantities requiring record keeping
pursuant to the Toxic Substances Control Act; and

(i) CND has provided to the Purchaser copies of all
environmentally related audits, studies, reports, analyses and results
of investigations in its or the Shareholder's possession, custody or
control that have been performed with respect to the currently or
previously owned, leased or operated properties of CND.

4.21 Insurance. Schedule 4.21 sets forth a complete and
---------
accurate list of all policies of insurance of any kind or nature
covering CND or any of its employees, properties or assets, including,
without limitation, policies of life, disability, fire, theft, workers
compensation, employee fidelity and other casualty and liability
insurance. All such policies are in full force and effect and CND is
not in default of any provision thereof.

4.22 Payables. All accounts payable of CND reflected in
--------
its Balance Sheet or arising after the date thereof are the

<PAGE>

result of bona fide transactions in the ordinary course of business
and have been paid or are not yet due and payable.

4.23 Related Party Transactions. Except as set forth on
--------------------------
Schedule 4.23, CND has not borrowed any moneys from and has no
outstanding indebtedness or other similar obligations to any
Shareholder or any of their respective Affiliates. Except as set
forth in Schedule 4.23, none of CND, or any of its officers, employees
or Affiliates (i) owns any direct or indirect interest of any kind in,
or controls or is a director, officer, employee or partner of, or
consultant to, or lender to or borrower from or has the right to
participate in the profits of, any Person which is (A) a competitor,
supplier, customer, landlord, tenant, creditor or debtor of CND, (B)
engaged in a business related to the business of CND or (C) a
participant in any transaction to which CND is a party or (ii) is a
party to any Contract or transaction with CND. Since the Balance
Sheet Date, CND has not entered into any transactions with any
Affiliate.

4.24 ADA Matters. Neither CND nor Leonard has received any
-----------
notification regarding any real property which is the subject of any
of the Real Property Leases which would require that the lessee under
any such Real Property Lease make any additions, renovations or
improvements to such property pursuant to the terms of the Americans
With Disabilities Act ("ADA") or otherwise.

4.25 Banks. Schedule 4.25 contains a complete and correct
-----
list of the names and locations of all banks in which CND has accounts
or safe deposit boxes and the names of all persons authorized to draw
thereon or to have access thereto. Except as set forth on Schedule
4.25, no person holds a power of attorney to act on behalf of CND.

4.26 No Misrepresentation. No representation or warranty
--------------------
of CND or the Shareholder contained in this Agreement or in any
schedule hereto or in any certificate or other agreement or instrument
furnished by CND or any Shareholder to the Purchaser pursuant to the
terms hereof contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained
herein or therein not misleading.

4.27 Financial Advisors. Except as set forth on Schedule
------------------
4.27, no Person has acted, directly or indirectly, as a broker, finder
or financial advisor for CND or any Shareholder in connection with the
transactions contemplated by this Agreement and no Person is entitled
to any fee or commission or like payment in respect thereof.

<PAGE>

4.28 CND's Solvency and Obligations. The obligations
------------------------------
incurred by CND pursuant to this Agreement or in connection with the
sale of the Stores will not render CND insolvent within the meaning of
the United States Bankruptcy Code, other applicable federal law or
applicable state law, including, without limitation, the laws of the
State of California. Every obligation incurred by CND pursuant to
this Agreement or in connection with the sale of the assets sold by it
hereunder has been incurred for fair consideration. CND acknowledges
the receipt of reasonably equivalent value in connection with the sale
of the Assets. CND does not intend or believe that it will incur
debts beyond its ability to pay as they mature in connection with the
obligations incurred pursuant to this Agreement or in connection with
the sale of the Assets. CND has no actual intent to hinder, delay or
defraud either present or future creditors by incurring obligations
pursuant to this Agreement or in connection with the sale of the
Assets. The property remaining in CND's possession after the sale of
the Assets does not constitute unreasonably small capital for CND.
Upon and after the Closing, CND shall have sufficient capital to carry
on the business and the transactions in which it intends to engage,
and is now, and shall be after Closing, solvent and able to pay its
debts as they mature.

4.29 Name. "Cash-N-Dash," "Cash-N-Dash Check Cashing" and
----
Cash-N-Dash Lending are the only names used by CND in the operation
of the Stores.

4.30 Investment Intention. CND, and each Shareholder which
--------------------
CND may designate to receive shares of Holdings Stock, is acquiring
the Holdings Stock for its own account, for investment purposes only
and not with a view to the resale or distribution (as such term is
used in Section 2(11) of the Securities Act of 1933, as amended (the
Securities Act )) thereof. CND and each such Shareholder understands
that the shares of Holdings Stock received by it will not have been
registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act or an exemption from
such registration is available. CND and each such Shareholder hereby
acknowledges that the certificates delivered to it evidencing the
shares of Holdings Stock shall be legended as indicated in the
previous sentence and as provided in the Shareholders Agreement. CND
and each such Shareholder is an accredited investor within the
meaning of Rule 501(a) of Regulation D promulgated under the
Securities Act.

<PAGE>

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to CND that:

5.1 Organization and Good Standing. The Purchaser is a
------------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of New York and will at Closing be duly
qualified to do business in California.

5.2 Authorization of Agreement. The Purchaser has full
--------------------------
corporate power and authority to execute and deliver this Agreement
and each other agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by the Purchaser in
connection with the consummation of the transactions contemplated
hereby and thereby (the "Purchaser Documents"), and to consummate the
transactions contemplated hereby and thereby. The execution, delivery
and performance by the Purchaser of this Agreement and each Purchaser
Document have been duly authored by all necessary corporate action on
behalf of the Purchaser. This Agreement and each Purchaser Document
has been duly executed and delivered by the Purchaser and (assuming
the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement and each Purchaser Document when so
executed and delivered constitute the legal, valid and binding
obligations of the Purchaser, enforceable against the Purchaser in
accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

<PAGE>

or assets is bound or (iii) violate any statute, rule, regulation,
judgment or Order of any Governmental Body by which the Purchaser is
bound, except, in the case of clauses (ii) and (iii), for such
violations, breaches or defaults as would not, individually or in the
aggregate, have a material adverse effect on the ability of Purchaser
to consummate the transactions contemplated hereby and thereby.

5.4 Litigation. There are no Legal Proceedings pending
----------
or, to the best knowledge of the Purchaser, threatened that are
reasonably likely to prohibit or restrain the ability of the Purchaser
to enter into this Agreement or consummate the transactions
contemplated hereby.

5.5 Financial Advisors. No Person has acted, directly or
------------------
indirectly, as a broker, finder or financial advisor for the Purchaser
in connection with the transactions contemplated by this Agreement and
no person is entitled to any fee or commission or like payment in
respect thereof.

5.6 Purchaser's Solvency and Obligations. The obligations
------------------------------------
incurred by Purchaser pursuant to this Agreement or in connection with
the purchase of the Stores will not render Purchaser insolvent within
the meaning of the United States Bankruptcy Code, other applicable
federal law or applicable state law, including, without limitation,
the laws of the States of California or New York. Every obligation
incurred by Purchaser pursuant to this Agreement or in connection with
the purchase of the Assets purchased hereunder has been incurred for
fair consideration. Purchaser acknowledges the receipt of reasonably
equivalent value in connection with the purchase of the Assets.
Purchaser does not intend or believe that it will incur debts beyond
its ability to pay as they mature in connection with the obligations
incurred pursuant to this Agreement or in connection with the purchase
of the Assets. Purchaser has no actual intent to hinder, delay or
defraud either present or future creditors by incurring obligations
pursuant to this Agreement or in connection with the purchase of the
Assets. The property remaining in Purchaser's possession after the
purchase of the Assets does not constitute unreasonably small capital
for Purchaser. Upon and after the closing, Purchaser shall have
sufficient capital to carry on the business and the transactions in
which it intends to

<PAGE>

engage, and is now, and shall be after closing, solvent and able to
pay it debts as they mature.

5.7 Purchaser's Group Medical Plans. The Purchaser's
-------------------------------
applicable group medical plans will not exclude coverage of any
employees of CND who (i) participate in CND's group medical plan, (ii)
receive and accept an offer of employment from Purchaser, and (iii)
properly enroll in Purchaser's applicable group medical plans during
an open enrollment period established by the Purchaser following the
Closing Date on the basis of any preexisting medical conditions of any
such employee (other than exclusions provided under CND's group
medical plan).

ARTICLE VI

COVENANTS

6.1 Effect of Investigation. Each of CND and each
-----------------------
Shareholder agrees that no investigation by the Purchaser prior to or
after the date of this Agreement shall diminish or obviate any of the
representations, warranties, covenants or agreements of CND or the
Shareholders contained in this Agreement or the Seller Documents.

6.2 Consents. To the extent any of the approvals, consents
--------
or waivers required to consummate the transactions contemplated by
this Agreement, including, without limitation, the consents and
approvals referred to in Section 4.6(b) hereof, have not been obtained
by CND as of the Closing with respect to any Assumed Contracts, CND
shall use its best efforts to do the following:

(i) cooperate with the Purchaser in any reasonable
and lawful arrangements designed to provide the benefits of such
Assumed Contracts to the Purchaser as long as the Purchaser promptly
reimburses CND for all out-of-pocket payments or charges made by CND
in connection therewith; and

(ii) enforce, at the request of the Purchaser and at
the expense and for the account of the Purchaser, any and all rights
of CND arising from such interest against the other party or parties
thereto (including the right to elect to terminate such interest in
accordance with the terms thereof upon the written advice of the
Purchaser).

6.3 Preservation of Records. Subject to Section 6.9(c)
-----------------------
hereof (relating to the preservation of Tax records), CND and
Purchaser agree that each of them shall preserve and keep the records
held by them relating to the business of CND for a period of three
years from the Closing Date and shall make such records

<PAGE>

and personnel available to the other as may be reasonably required by
such party in connection with, among other things, any insurance
claims by, legal proceedings against or governmental investigations of
CND or Purchaser or any of their respective Affiliates or in order to
enable CND or Purchaser to comply with their respective obligations
under this Agreement and each other agreement, document or instrument
contemplated hereby. In the event either CND or Purchaser wishes to
destroy such records after that time, such party shall first give
ninety (90) days prior written notice to the other and such other
party shall have the right at its option and expense, upon prior
written notice given to such party within that ninety (90) day period,
to take possession of the records within one hundred and eighty (180)
days after the date of such notice. In the event of the dissolution,
liquidation, merger, consolidation or sale of CND by the Shareholders,
CND shall, at its election, (i) deliver to Purchaser such records as
are required to be preserved by CND under this Agreement or (ii) make
arrangements for the retention of such records by Leonard for the
periods required under this Agreement, and Leonard shall preserve and
keep such records on behalf of CND.

6.4 Publicity. Neither CND, the Shareholders nor Purchaser
---------
shall issue any press release or public announcement concerning this
Agreement or the transactions contemplated hereby without obtaining
the prior written approval of the other parties hereto, which approval
will not be unreasonably withheld or delayed, unless disclosure is
otherwise required by applicable Law, provided that, to the extent
required by applicable law, the party intending to make such release
shall use its best efforts consistent with such applicable law to
consult with the other parties with respect to the text thereof.

6.5 Use of Name. CND hereby agrees that upon the
-----------
consummation of the transactions contemplated hereby, the Purchaser
shall have the sole right (vis-a-vis CND, the Shareholders and any of
their respective Affiliates) to the use of the names Cash-N-Dash,
Cash-N-Dash Check Cashing and Cash-N-Dash Lending, and CND shall
not, and shall not cause or permit any Affiliate to, use such names or
any variation or simulation thereof in any business or manner, either
involving check cashing or otherwise. CND shall (and the Shareholders
shall cause CND Lending, Inc. ( Lending ) to) change its name, and
thereafter to never use its name, by filing an amendment to its
articles of incorporation as soon as practicable after the Closing
Date and thereafter never utilize the name Cash-N-Dash, Cash-N-Dash
Check Cashing, Cash-N-Dash Lending or any derivative or variation
thereof. CND shall (and, if applicable, the Shareholders shall cause
Lending to) assign to Purchaser, cancel or relinquish any fictitious
name registration held by it

<PAGE>

concerning the name Cash-N-Dash, Cash-N-Dash Check Cashing, Cash-
N-Dash Lending or any derivation thereof.

6.6 Environmental Matters. CND shall identify the
---------------------
Environmental Permits required by Purchaser to operate the business of
CND and shall promptly file all materials required under Environmental
Laws (including, without limitation, foreign or state property
transfer laws such as the Industrial Site Recovery Act) and all
requests required for the issuance, transfer or reissuance to
Purchaser of Permits necessary to conduct CND's business prior to the
Closing Date.

6.7 Noncompetition Agreements. Each Shareholder and CND
-------------------------
hereby agrees that, on or prior to the Closing Date, each of them
shall execute and deliver to Purchaser the Noncompetition Agreement
substantially in the form of Exhibit A hereto.

6.8 Employee Benefits and Employment.
--------------------------------
(a) CND shall be fully and solely responsible for each
of the Employee Benefit Plans pursuant to their terms, including all
liabilities that arise under Part 6 of Title I of ERISA or Section
4980B of the Code as a result of or following the consummation of the
transactions contemplated by this Agreement.

(b) CND shall deliver to Purchaser at least 5 Business
Days prior to the Closing Date a complete and correct list of all
employees of CND (the "Employees") setting forth their names,
employment position, salary or hourly wage rate, location as of the
end of the then most recently completed month and separately
identifying those Employees who were actively employed on such date
("Active Employees") and those Employees who were not actively
employed on such date (i.e., were absent due to disability, sickness
or leave of absence) (the "Inactive Employees"). The Purchaser may
offer employment or continued employment on an "at-will" basis and at
other terms and conditions determined by the Purchaser in its sole
discretion to any Active or Inactive Employees it selects in its sole
discretion, and Purchaser shall have full responsibility for any
claims, liabilities, obligations, costs and expenses (including
reasonable attorneys' fees) arising from or relating to the employment
after the Closing Date of Employees who accept Purchaser's offer of
employment upon the terms and conditions established by Purchaser.
CND shall assume all obligations, liabilities, costs and expenses
relating to the Employees who are not offered employment by Purchaser.
CND hereby agrees to indemnify and hold harmless the Purchaser from
and against any and all liabilities, costs and expenses (i) arising
out of or based upon or with respect to the employment or termination
of employment of any Person prior to or on the Closing Date with CND

<PAGE>

including, without limitation, any claim with respect to, relating to,
arising out of or in connection with discrimination by CND or wrongful
discharge (including constructive discharge) and (ii) with respect to,
relating to or in connection with Employees who accept Purchaser s
offer of employment, all claims with respect to, relating to, arising
out of or based upon their employment on or prior to the Closing Date,
whether a claim is made before, on or after the Closing Date.

(c) Purchaser shall indemnify CND in respect of any
and all liabilities or penalties under the Worker Adjustment and
Retraining Notification Act ("WARN") resulting from or relating to
liability arising under WARN and incurred on or after the Closing Date
as a result of a "mass layoff" or "plant closing" as these terms are
defined by WARN with respect to Employees on the Closing Date who are
not offered employment with the Purchaser and are terminated by CND
within ninety (90) days following the Closing Date, provided, however,
this sentence s first clause shall only be given effect if CND has not
terminated any Employee during the 90-day period prior to the Closing
Date.

(d) Purchaser agrees that, with respect to all its
employee benefit plans (as deemed in Section 3(3) of ERISA) covering
any of the Active Employees who receive and accept an offer of
employment from the Purchaser, service with CND shall be counted as
service with Purchaser for purposes of determining any period of
eligibility to participate or to vest in benefits. CND and the
Shareholders acknowledge and agree that Purchaser s Monetary
Management Corp. Retirement Plan will not accept any rollover
distributions from any Employee Benefit Plan of CND.

6.9 Tax Matters.
-----------
(a) Allocation of Purchase Price. Attached hereto as
----------------------------
Schedule 6.9 is an allocation of the Purchase Price (including the
amount of the Assumed Liabilities) among the
Assets and the Noncompetition Agreement which has been prepared in
accordance with Section 1060 of the Code. Within one hundred eighty
(180) days after the Closing Date, Purchaser shall provide to CND
copies of Internal Revenue Service Form 8594 and any required exhibits
thereto, which shall be prepared by Purchaser in a manner consistent
with such Schedule 6.9, (after giving effect to any Purchase Price
adjustments required by this Agreement). Purchaser and CND shall
file, and shall cause their Affiliates to file, all Tax Returns and
statements, forms and schedules in connection therewith in a manner
consistent with such allocation of the Purchase Price and shall take
no position contrary thereto.

(b) Preparation of Tax Returns; Payment of Taxes.
--------------------------------------------
After the Closing Date, CND or its Affiliates shall pay all Taxes

<PAGE>

as levied by any foreign, federal, state, municipal or local taxing
authority in any jurisdiction with respect to the ownership, use or
leasing of the Assets on or prior to the Closing Date and Purchaser or
its Affiliates shall pay all such Taxes with respect to the ownership,
use or leasing of the Assets after the Closing Date.

(c) Cooperation with Respect to Tax Returns. CND and
---------------------------------------
the Purchaser agree to furnish or cause to be furnished to each other,
upon request, and each at their own expense, as promptly as
practicable, such information (including access to books and records)
and assistance as is reasonably necessary for the filing of any Tax
Return, for the preparation for any audit, and for the prosecution or
defense of any claim, suit or proceeding relating to any adjustment or
proposed adjustment with respect to Taxes or any appraisal of the
Assets, including making employees available on a mutually convenient
basis to provide additional information and explanations of any
material provided hereunder. With respect to the books and records
referred to in the preceding sentence, each of CND and the Purchaser
agree to retain any such books and records within its possession until
six (6) months after the expiration of the applicable statute of
limitations. After such time, CND or the Purchaser, as the case may
be, may dispose of such books and records, provided that prior to such
disposition, CND or the Purchaser, as the case may be, shall provide
the other with a reasonable opportunity to take possession of such
books and records, at no cost or expense.

(d) Transfer Taxes. CND shall be liable for and shall
--------------
pay (and shall indemnify and hold harmless Purchaser against) all
sales, use, stamp, documentary, filing, recording, transfer or similar
fees or taxes or government charges (including, without limitation,
real property transfer gains taxes, UCC-3 filing fees, FAA, ICC, DOT,
real estate and motor vehicle registration, title recording or filing
fees and other amounts payable in respect of transfer filings) as
levied by any taxing authority or governmental agency in connection
with the transactions contemplated by this Agreement (other than taxes
measured by or with respect to income imposed on Purchaser or its
Affiliates); provided, that Purchaser, on the one hand, and CND, on
the other hand, shall each pay fifty percent (50%) of any sales tax
obligations arising under the laws and regulations of the State of
California in connection with the transactions contemplated by this
Agreement. CND hereby agrees to file all necessary documents
(including, but not limited to, all Tax Returns) with respect to all
such amounts in a timely manner.

6.10 Conduct of the Business Pending Closing. Between the
----------------------------------------
date hereof and the Closing hereunder CND shall, and the Shareholders
with respect to subsections (e), (i), (l), (o), (p) and (q) shall
cause CND to:

<PAGE>

(a) not take or suffer or permit any action which
would render untrue any of the representations or warranties of the
Shareholders and CND herein contained, and not omit to take any
action, the omission of which would render untrue any such
representation or warranty;

(b) conduct its business in a good and diligent manner
in the ordinary and usual course;

(c) not enter into any contract, agreement, commitment
or arrangement with any party, other than contracts for the provision
of services and contracts for the purchase of materials and supplies
in the ordinary and usual course of business, and, except as may be
required to comply with the terms hereof, not amend, modify or
terminate any Real Property Lease, Personal Property Lease or Material
Contract without the prior written consent of Purchaser;

(d) use their best efforts to preserve CND s business
organization intact, except as may be required to comply with the
terms hereof, to keep available the services of its employees, and to
preserve its relationships with customers, suppliers and others with
whom it deals;

(e) not reveal, orally or in writing, to any party,
other than Purchaser and Purchaser s authorized agents, any of the
business procedures and practices, intellectual property or trade
secrets followed or utilized by CND in the conduct of its business;

(f) maintain in full force and effect all of the
insurance policies listed on Schedule 4.21 and make no change in any
insurance coverage without the prior written consent of Purchaser;

(g) keep the premises occupied by CND and all of CND s
equipment and other tangible personal property in good order and
repair and perform all necessary repairs and maintenance;

(h) continue to maintain all of CND s usual business
books and records in accordance with its past practices and not change
its method of accounting;

(i) not issue any capital stock or any option, warrant
or right relating thereto;

(j) not waive any right or cancel any claim;

<PAGE>

(k) not increase the compensation or rate of
compensation payable to any of CND s employees without the prior
written consent of Purchaser;

(l) maintain CND s corporate existence and not merge
or consolidate CND with any other entity;

(m) except as may be required to comply with the terms
hereof, comply with all provisions of all Real Property Leases,
Personal Property Leases and Material Contracts and all applicable
laws, rules and regulations;

(n) not make any capital expenditure;

(o) neither discuss nor negotiate with any other
person the sale or other transfer of the Assets, or the capital stock
of CND;

(p) not amend its articles of incorporation or bylaws;

(q) not agree to take any action in violation or
contravention of the foregoing provisions of Section 6.10; and

(r) not to omit to take any action in violation or
contravention of the foregoing provisions of Section 6.10.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of Purchaser. The
------------------------------------------------
obligation of Purchaser to consummate the transactions contemplated
by this Agreement is subject to the fulfillment, on or prior to the
Closing Date, of each of the following conditions (any or all of which
may be waived by the Purchaser in whole or in part):

(a) all representations and warranties of CND and the
Shareholders contained herein shall be true and correct as of the date
hereof;

(b) all representations and warranties of CND and the
Shareholders contained herein qualified as to materiality shall be
true and correct, and the representations and warranties of CND and
the Shareholders contained herein not qualified as to materiality
shall be true and correct in all material respects, at and as of the
Closing Date with the same effect as though those representations and
warranties had been made again at and as of that time;

<PAGE>

(c) CND and the Shareholders shall have performed and
complied in all material respects with all obligations and covenants
required by this Agreement to be performed or complied with by them on
or prior to the Closing Date;

(d) the Purchaser shall have been furnished with a
certificate (dated the Closing Date and in form and substance
reasonably satisfactory to the Purchaser) executed by the President of
CND certifying as to the fulfillment of the conditions specified in
Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

(e) there shall not have been or occurred any Material
Adverse Change since June 30, 1996;

(f) no Legal Proceedings shall have been instituted or
threatened or claim or demand made against CND, any Shareholder or the
Purchaser seeking to restrain or prohibit or to obtain substantial
damages with respect to the consummation of the transactions
contemplated hereby, and there shall not be in effect any Order by a
Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions
contemplated hereby;

(g) CND shall have provided the Purchaser with an
affidavit of non-foreign status that complies with Section 1445 of the
Code (a "FIRPTA Affidavit");

(h) CND shall have furnished, or caused to be
furnished, to Purchaser, in form and substance satisfactory to
Purchaser, such certificates and other evidence as Purchaser may have
reasonably requested as to the satisfaction of the conditions
contained in this Section and as to such other matters relating to the
representations, warranties, covenants and undertakings in this
Agreement as Purchaser may reasonably request;

(i) CND shall have obtained consents from sufficient
landlords and lessors under each Real Property Lease to satisfy the
Minimum Lease Condition;

(j) all Real Property Leases between CND and any
Shareholder, any Affiliate of any Shareholder, or any Person related
to any Shareholder, shall have been amended on terms satisfactory to
the Purchaser;

(k) CND shall have obtained all consents and waivers
referred to in Section 4.6 hereof (other than Real Property Leases
which are addressed at Section 7.1(i) hereof), in a form reasonably
satisfactory to Purchaser, with respect to the

<PAGE>

transactions contemplated by this Agreement and the Seller Documents;

(l) CND shall have delivered to Purchaser an amount of
$3,500 in reimbursement of the cost of the letter of credit to be
provided by Purchaser pursuant to Section 8.2(g);

(m) Purchaser shall have received duly executed copies
of each of the documents enumerated in Section 8.1; and

(n) Purchaser shall have received financing on terms
acceptable to Purchaser in its sole discretion.

Provided that CND has notified Purchaser in writing with reasonable
specificity at or before Closing that any condition to Closing has not
been satisfied and Purchaser elects to close, then (except as to
Section 7.1(i) which is addressed at Section 2.3 hereof) Purchaser
shall be deemed to have waived that condition to Closing as well as
any claim for breach or noncompliance with the matters specifically
described in such writing.

7.2 Conditions Precedent to Obligations of CND. The
------------------------------------------
obligations of CND to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing
Date, of each of the following conditions (any or all of which may be
waived by CND in whole or in part to the extent permitted by
applicable law):

(a) all representations and warranties of Purchaser
contained herein shall be true and correct as of the date hereof;

(b) all representations and warranties of Purchaser
contained herein qualified as to materiality shall be true and
correct, and all representations and warranties of Purchaser contained
herein not qualified as to materiality shall be true and correct in
all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made
again at and as of that date;

(c) Purchaser shall have performed and complied in all
material respects with all obligations and covenants required by this
Agreement to be performed or complied with by purchaser on or prior to
the Closing Date;

(d) payment of the amounts specified in Section 2.2 as
payable on the Closing Date;

(e) CND and the Shareholders shall have been furnished
with a certificate (dated the Closing Date and in form

<PAGE>

and substance reasonably satisfactory to CND and the Shareholders)
executed by the president or a vice president of Purchaser certifying
as to the fulfillment of the conditions specified in Sections 7.2(a),
7.2(b) and 7.2(c);

(f) there shall not be in effect any Order by a
Governmental Body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions
contemplated hereby; and

(g) CND shall have received duly executed copies of
each of the documents enumerated in Section 8.2.

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by CND. At the Closing, CND
--------------------------------
(and, in the case of clauses (c) and (j), the Shareholders, and in the
case of clauses (a) and (i), Leonard) shall deliver, or cause to be
delivered, to the Purchaser the following:

(a) the opinion of Lang, Richert & Patch, counsel to
CND and Leonard in substantially the form of Exhibit B hereto;

(b) copies of all consents referred to in Section
7.1(k) hereof;

(c) a Noncompetition Agreement in the form of Exhibit
A attached hereto, duly executed by CND and the Shareholders and
Barney Whitesell;

(d) a duly executed FIRPTA Affidavit for CND;

(e) certificates of good standing with respect to CND
issued by the Secretary of State of California;

(f) with respect to each of the Real Property Leases,
CND shall have delivered to Purchaser a Lease Assignment and
Assumption Agreement in the form of Exhibit D hereto.

(g) a copy of the Assumption Agreement, substantially
in the form of Exhibit E hereto, duly executed by CND;

(h) a copy of the Bill of Sale and Assignment of
Contracts, substantially in the form of Exhibit F hereto, duly
executed by CND;

<PAGE>

(i) a copy of the Employment Agreement, substantially
in the form of Exhibit G hereto, duly executed by Leonard;

(j) a copy of the Shareholders Agreement, duly
executed by the Shareholders; and

(k) such other documents as the Purchaser shall
reasonably request, including such other good and sufficient
instruments (i) of transfer and conveyance, in form and substance
satisfactory to Purchaser and its counsel, as shall be effective to
vest in Purchaser, and to evidence the vesting in Purchaser of good
and marketable title to the Assets that are not Real Property Leases
and (ii) of assignment, in form and substance satisfactory to
Purchaser and its counsel, as shall be necessary or desirable to vest
in Purchaser all of CND's rights and interest in any Real Property
Lease, in each case, as provided for, and subject to the limitations
and exceptions set forth, in this Agreement.

8.2 Documents to be Delivered by the Purchaser. At the
------------------------------------------
Closing, the Purchaser shall deliver to CND the following:

(a) evidence of the payments required to be made at
Closing pursuant to Section 2.2 hereof;

(b) the opinion of Wolf, Block, Schorr and Solis-
Cohen, counsel to the Purchaser, in substantially the form of Exhibit
C hereto;

(c) a stock certificate evidencing 312.5 shares of
Holdings Stock or certificates in the aggregate amount of 312.5 shares
in such amounts and in such names as shall reasonably be requested by
CND;

(d) a copy of the Assumption Agreement, substantially
in the form of Exhibit E hereto, duly executed by the Purchaser;

(e) with respect to each of the Real Property Leases,
Purchaser shall have delivered to CND a Lease Assignment and
Assumption Agreement in the form of Exhibit D hereto;

(f) a copy of the Employment Agreement, substantially
in the form of Exhibit G hereto, duly executed by the Purchaser;

(g) an irrevocable letter of credit in face amount of
$5,100,000 issued by Bank of America in favor of CND, containing terms
and conditions reasonably satisfactory to CND

<PAGE>

and its counsel, securing the payment obligation of Purchaser under
Section 2.2(c) hereof; and

(h) such other documents as CND shall reasonably
request.

ARTICLE IX

INDEMNIFICATION

9.1 Survival. The representations and warranties of CND,
--------
the Shareholders and Purchaser shall remain operative and in full
force and effect for a period of two (2) years after the Closing Date,
regardless of any investigation or statement as to the results thereof
made by or on behalf of any party hereto; provided, however, that (i)
-------- -------
the representations and warranties contained in Sections 4.9, 4.17,
4.19, 4.20 and 4.24, as well as the indemnities contained in Sections
9.2(a)(iii) shall remain operative and in full force and effect for a
period of four years after the Closing Date, and (ii) the
representations and warranties contained in Sections 4.2, 4.4, 4.7,
4.11, 4.16 and 5.2 shall remain operative and in full force and effect
until the expiration of 60 days after the applicable statutes of
limitation with respect to the matters referred to therein: and
provided, further, that any claim based upon a fraudulent or
--------- -------
intentional misrepresentation shall survive indefinitely.
Notwithstanding anything to the contrary herein, any representation or
warranty which is the subject of a claim or dispute which is asserted
in writing prior to the expiration of the applicable period set forth
above shall survive with respect to such claim or dispute until the
final resolution and satisfaction thereof.

9.2 General Indemnification.
-----------------------
(a) Each of CND and the Shareholders hereby jointly
and severally agree to indemnify and hold harmless the Purchaser and
its Affiliates and their respective directors, officers, employees,
agents, successors and assigns (collectively, the "Purchaser
Indemnified Parties") from and against and in respect of any and all
Losses resulting from, arising out of, based on or relating to:

(i) the failure of any representation or warranty
of CND set forth in this Agreement, any Seller Document or any
certificate or instrument delivered by or on behalf of CND pursuant to
this Agreement to be true and correct in all respects both on the date
hereof and on and as of the Closing Date;

<PAGE>

(ii) the breach of any covenant or other
agreement on the part of CND and the Shareholders under this Agreement
or any Seller Document;

(iii) any Excluded Liabilities; or

(iv) the Excluded Assets or the ownership,
operation, lease or use thereof, or any action taken with respect
thereto, by CND or any other Person.

(b) Purchaser hereby agrees to indemnify and hold
harmless CND and its Affiliates, and their respective directors,
officers, employees, agents, successors and assigns from and against
and in respect of any and all Losses resulting from, arising out of,
based on or relating to:

(i) the failure of any representation or warranty
of the Purchaser set forth in this Agreement or any Purchaser Document
or any certificate and instrument delivered by or on behalf of the
Purchaser pursuant to this Agreement, to be true and correct in all
respects both on the date hereof and on and as of the Closing Date;

(ii) the breach of any covenant or other
agreement on the part of the Purchaser under this Agreement or any
Purchaser Document; or

(iii) any Assumed Liabilities.

(c) Notwithstanding any other provision to this
Section 9.2, the liability for a breach of the Non-Competition
Agreement or inaccuracy of the representation set forth in Section
4.30 hereof by any Shareholder shall be limited to the breaching
Shareholder.

9.3 Limitations on Indemnification for Breaches of
----------------------------------------------
Representations and Warranties.
------------------------------
(a) Subject to Section 9.5 hereof, none of the
indemnifying parties shall have any liability under Section 9.2(a)(i)
or 9.2(b)(i) hereof unless and until the aggregate amount of Losses
subject to indemnification thereunder exceeds Fifty Thousand Dollars
($50,000) and, in such event, the indemnifying party shall be required
to pay the entire amount of such Losses in excess of Fifty Thousand
Dollars ($50,000); provided that the indemnifying party shall be
--------
required to pay the entire amount of any Losses incurred as a result
of a breach of any representation or warranty contained in Sections
4.2, 4.4, 4.7 or a breach of the payment obligations set forth in
Section 2.2 hereof (other than pursuant to an offset by Purchaser).

<PAGE>

(b) Other than as provided in Section 9.5,
notwithstanding anything else contained herein, the total aggregate
maximum liability of the Shareholders to Purchaser pursuant to the
indemnification provisions set forth in this Section 9, or otherwise
for any breach of or failure by CND to fully perform, or any
inaccuracy in, any of CND s representations, warranties, covenants or
agreements contained in this Agreement or in any schedule, exhibit,
certificate, or other instrument furnished by CND under this Agreement
(other than the representations and warranties set forth in Sections
4.2, 4.4 and 4.7 and intentional fraudulent acts, omissions and
representations), shall not exceed the sum of $2,000,000.00 (the
Liability Cap ). Nothing contained in this Section 9.2(b) shall
affect any offset rights which Purchaser may have against CND for any
amounts not yet paid pursuant to Section 2.2(d) hereof or in
connection with the Holdings Stock, provided, however, that the
Liability Cap shall be reduced by the amount of any such offset.

9.4 Indemnification Procedures. For the purposes of
--------------------------
administering the indemnification provisions of Section 9.2, the
following procedures shall apply:

(a) If an indemnified party shall receive notice of
any action or proceeding by a third party which the indemnified party
asserts is indemnifiable under Section 9.2 (a "Claim"), the
indemnified party shall notify the indemnifying party (the
"Indemnitor") of such Claim in writing promptly following the receipt
of notice by such indemnifying party of the commencement of such
Claim. The failure to give notice as required by this Section 9.4 in
a timely fashion shall not result in a waiver of any right to
indemnification hereunder except to the extent that the Indemnitor is
actually prejudiced thereby.

(b) Except as provided in subsection (c) hereof, the
Indemnitor shall be entitled to assume the defense or settlement of
any Claim of the type referred to in clause (a) hereof (with counsel
reasonably satisfactory to the indemnified parties) if the Indemnitor
shall provide the indemnified parties a written acknowledgment of its
liability to indemnify such indemnified parties against all Losses
resulting from, relating to, based on or arising out of such Claim.
If the Indemnitor assumes any such defense or settlement, it shall
pursue such defense or settlement in good faith. If the Indemnitor
fails to elect in writing, within 10 days after the notification
referred to above, to assume the defense of any Claim as provided
above, the indemnified party may engage counsel to defend, settle or
otherwise dispose of such Claim, which counsel shall be reasonably
satisfactory to the Indemnitor; provided, however, that the
-------- -------
indemnified party shall not settle or compromise any such Claim
without the consent of the Indemnitor (which consent will not be
unreasonably withheld or delayed).

<PAGE>

(c) Notwithstanding anything to the contrary contained
herein, Purchaser shall have the sole right, with counsel reasonably
satisfactory to the Indemnitor, to defend any Claim which constitutes
a Non-Assumable Claim and no other Party hereto shall be entitled to
assume the defense thereof or settle such Non-Assumable Claim as to
Purchaser; provided, however, that (i) the indemnified party shall not
-------- -------
settle or compromise any such Non-Assumable Claim without the consent
of the Indemnitor (which consent will not be unreasonably withheld or
delayed), (ii) Purchaser shall keep the Indemnitor apprised as to the
status of any pending Non-Assumable Claim, and the Indemnitor shall
have the right to attend any settlement conferences at its own cost
and expense, and (iii) the Indemnitor (and its counsel) shall be
entitled to participate, at the cost and expense of the Indemnitor, in
any such action or proceeding or in any negotiations or proceedings to
settle or otherwise eliminate any Non-Assumable Claim for which
indemnification is being sought. A "Non-Assumable Claim" means any
claim, action or proceeding (i) arising out of or in connection with,
or relating to, any violation or asserted violation of any Law, rule,
regulation, Order, judgment or decree, (ii) in which a Governmental
Body or a quasi-governmental entity is an adverse party in interest,
or (iii) seeking injunctive relief, other than (solely in the case of
(i) and (ii) above) claims related to environmental matters arising
pursuant to Sections 4.20; provided, however, that a claim, action or
------------------
proceeding referred to in clause (i), (ii) or (iii) of this sentence
shall only constitute a "Non-Assumable Claim" if Purchaser determines
in good faith that such claim, action or proceeding, if adversely
determined, could have a material adverse impact on the assets,
liabilities, business or operations of Purchaser or any of its
Affiliates.

(d) In cases where the Indemnitor has elected to
assume the defense or settlement with respect to a Claim as provided
above, the Indemnitor shall be entitled to assume such defense or
settlement provided that: (i) the indemnified party (and its counsel)
--------
shall be entitled to continue to participate at its own cost in any
such action or proceeding or in any negotiations or proceedings to
settle or otherwise eliminate any claim for which indemnification is
being sought; (ii) the Indemnitor shall not be entitled to settle or
compromise any such claim without the consent or agreement of the
indemnified party (such consent not to be unreasonably withheld or
delayed); and (iii) after written notice by the Indemnitor to the
indemnified party of its election to assume control of the defense of
any Claim, the Indemnitor shall not be liable to such indemnified
party hereunder for any attorneys' fees and disbursements

<PAGE>

subsequently incurred by such indemnified party in connection
therewith.

(e) In the event that a claim or demand for
indemnification may be made by Purchaser under more than one provision
of this Article IX, the Purchaser shall have the option to elect the
provision of this Article IX under which it chooses to make such claim
or demand for indemnification.

9.5 Tax Matters.
-----------
(a) CND and the Shareholders hereby jointly and
severally agree to indemnify and hold harmless the Purchaser
Indemnified Parties from and against any and all Losses resulting
from, arising out of, based on or relating to:

(i) any breach of any representation, warranty or
covenant contained in Sections 4.11 or 6.9 hereof;

(ii) any Taxes for which CND is liable pursuant to
subsections 6.9(b) or 6.9(d) hereof; and

(iii) any Taxes asserted against Purchaser or any of
its Affiliates as a result of transferee liability at law or equity
arising out of the transactions contemplated hereby.

(b) Any claim for indemnity made under this Section
9.5 may be made at any time prior to 60 days following the expiration
of the applicable Tax statute of limitations with respect to the
relevant taxable period (including extensions).

9.6 Treatment of Payment. CND and Purchaser agree to treat
--------------------
any indemnity payment made pursuant to Sections 9.2 or 9.5 of this
Agreement as an adjustment to the Purchase Price for federal, state,
local and foreign income tax purposes.

9.7 Right of Offset. Without in any way limiting any other
---------------
rights or remedies Purchaser may have at law or in equity, Purchaser
shall have the right to set off against any amounts payable under
Section 2.2(d) hereof or any dividends, distributions or other
payments that Holdings would otherwise be obligated to make in respect
of any Holdings Stock held by a Shareholder, the amount of any claim
that Purchaser may have for indemnification pursuant to this
Agreement.

<PAGE>

ARTICLE X

MISCELLANEOUS

10.1 Certain Definitions.
-------------------
For purposes of this Agreement, the following terms
shall have the meanings specified in this Section 10.1:

"Affiliate" means, with respect to any Person, any other
---------
Person controlling, controlled by or under common control with such
Person.

"Agreed Prepaid Expenses" shall have the meaning ascribed to
-----------------------
such term in Section 1.5(b) hereof.

"Assets" shall have the meaning ascribed to such term in
------
Section 1.1 hereof.

"Assumed Contracts" shall have the meaning ascribed to such
-----------------
term in Section 4.15 hereof.

"Assumed Liabilities" shall have the meaning ascribed to
-------------------
such term in Section 1.5(a) hereof.

"Assumption Agreement" shall mean an agreement in the form
--------------------
of Exhibit E hereto between the Purchaser and CND.

"Balance Sheet" shall have the meaning ascribed to such term
-------------
in Section 4.8 hereof.

"Balance Sheet Date" shall have the meaning ascribed to such
------------------
term in Section 4.8 hereof.

"Bill of Sale and Assignment of Contracts" shall mean an
----------------------------------------
agreement in the form of Exhibit F hereto, executed by CND in favor of
the Purchaser.

"Business Day" means any day of the year on which national
------------
banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.

"Closing" shall have the meaning ascribed to such term in
-------
Section 3.1 hereof.

"Closing Date" shall have the meaning ascribed to such term
------------
in Section 3.1 hereof.

"CND" shall have the meaning ascribed to such term in the
---
preamble hereto.

<PAGE>

"Code" shall mean the Internal Revenue Code of 1986, as
----
amended.

"Company" shall have the meaning ascribed to such term in
-------
the preamble hereto.

"Company Property" shall have the meaning ascribed to such
----------------
term in Section 4.12(a) hereof.

"Consumer Loan" means (i) any Contract (including any
-------------
schedule or amendment thereto or assignment, assumption, renewal or
renovation thereof) in existence at the time of the Closing and any
ancillary agreements relating thereto, which is in the form of any
secured or unsecured loan, with respect to which the Company is the
lender, secured party or obligee (whether initially or as an assignee)
and (ii) any restructuring, modification or extension of any Consumer
Loan of the type described in clause (i) hereof.

"Contract" means any contract, agreement, indenture, note,
--------
bond, loan, instrument, lease, commitment or other arrangement or
agreement.

"Credited Liabilities" shall have the meaning ascribed to
--------------------
such term in Section 1.5(b) hereof.

"Employee Benefit Plans" shall have the meaning ascribed to
----------------------
such term in Section 4.16(a) hereof.

"Employment Agreement" shall mean an agreement in the form
--------------------
of Exhibit G hereto between Leonard and Purchaser.

"Environmental Law" means any foreign, federal, state or
-----------------
local law, statute, regulation, code, ordinance, rule of common law or
other requirement in any way relating to the protection of human
health and safety or the environment as now or hereafter in effect
including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. ss. 9601 et seq.),
-- ---
the Hazardous Materials Transportation Act (49 U.S.C. App. ss. 1801 et
--
seq.), the Resource Conservation and Recovery Act (42 U.S.C. ss. 6901
----
et seq.), the Clean Water Act (33 U.S.C. ss. 1251 et seq.), the Clean
-- --- -- ---
Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic Substances Control Act
-- ----
(15 U.S.C. ss. 2601 et seq.), the Federal Insecticide, Fungicide, and
-- ---
Rodenticide Act (7 U.S.C. ss. 136 et seq.), and OSHA, as such laws have
-- ---
been amended or supplemented, and the regulations promulgated pursuant
thereto, and all analogous foreign, state or local laws.

"Environmental Permits" shall have the meaning ascribed to
---------------------
such term in Section 4.20(a) hereof.

<PAGE>

"ERISA" shall have the meaning ascribed to such term in
-----
Section 4.16 hereof.

"ERISA Affiliate" means any trade or business (whether or
---------------
not incorporated) under common control with CND, and which, together
with CND, are treated as a single employer within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

"Excluded Assets" shall have the meaning ascribed to such
---------------
term in Section 1.3 hereof.

"Excluded Liabilities" means any and all liabilities or
--------------------
obligations of CND of any kind, nature and description, absolute or
contingent, known or unknown, existing on, prior to or after the
Closing Date (including, without limitation, any liabilities arising
under any Environmental Laws and any liabilities relating to Taxes),
other than the Assumed Liabilities and the Credited Liabilities
referred to in Section 1.5 hereof.

"Expenses" shall have the meaning ascribed to such term in
--------
Section 1.5(b) hereof.

"Financial Statements" shall have the meaning ascribed to
--------------------
such term in Section 4.8 hereof.

"FIRPTA Affidavit" shall have the meaning ascribed to such
----------------
term in Section 7.1(g) hereof.

412 Plan means any pension plan (as defined in Section
--------
3(2) of ERISA) which CND or any ERISA Affiliate sponsors or maintains
and is covered under Section 412 of the Code or Section 302 of ERISA.

"GAAP" means United States generally accepted accounting
----
principles as of the date hereof.

"Hazardous Material" means any substance, material or waste
------------------
which is regulated by the United States or any state or local
governmental authority including, without limitation, petroleum and
its by-products, asbestos, and any material or substance which is
defined as a "hazardous waste," "hazardous substance," "hazardous
material," "restricted hazardous waste," "industrial waste, solid
waste," "contaminant," "pollutant," "toxic waste" or "toxic substance"
under any provision of Environmental Law.

<PAGE>

"Knowledge" shall mean, with respect to CND, the knowledge
---------
of Thomas L. Leonard and Barney Whitesell.

"Law" means any federal, state, local or foreign law
---
(including common law), statute, code, ordinance, rule, regulation or
other requirement.

"Lease Assignment and Assumption Agreement" shall mean an
-----------------------------------------
agreement in substantially the form of Exhibit D hereto.

"Legal Proceeding" means any judicial, administrative or
----------------
arbitral actions, suits, proceedings (public or private), claims or
governmental proceedings.

"Licenses" shall have the meaning ascribed to such term in
--------
Section 1.2(a) hereof.

Lien means any lien, pledge, mortgage, deed of trust,
----
security interest, claim, lease, charge, option, right of first
refusal, easement, servitude, transfer restriction under any
shareholder or similar agreement, encumbrance or any other restriction
or limitation whatsoever.

Losses means any and all losses, liabilities (accrued,
------
absolute, contingent or otherwise), suits, proceedings, judgments,
awards, demands, settlements, fines, assessments, damages, interest
and penalties, and costs and expenses (including without limitation
reasonable attorneys' fees and litigation expenses).

"Material Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.15 hereof.

"Minimum Lease Condition" means that CND shall have obtained
-----------------------
consents from the landlords and lessors with respect to at least 27
Real Property Leases; provided, however, that if Purchaser elects to
terminate any Lease prior to the expiration of the first anniversary
of the Closing Date, then the Minimum Lease Condition shall be reduced
by the number of Leases which are terminated.

"Noncompetition Agreement" shall mean either an agreement in
------------------------
the form attached hereto as Exhibit A among CND, the Shareholders and
the Purchaser.

<PAGE>

Order means any order, injunction, judgment, decree,
-----
ruling, writ, assessment or arbitration award.

OSHA means the Occupational Safety and Health Act of 1970,
----
as amended, and any other Federal, state or local statute, law,
ordinance, code, rule or regulation or judicial or administrative
order or decree regulating, relating to or imposing liability or
standards of conduct concerning employee safety and/or health, as now
or at any time hereafter in effect.

Permits means any approvals, authorizations, consents,
-------
Licenses, permits or certificates.

"Permitted Exceptions" means (i) statutory liens for current
--------------------
taxes, assessments or other governmental charges not yet delinquent or
the amount or validity of which is being contested in good faith by
appropriate proceedings, provided an appropriate reserve is
established therefor; (ii) mechanics', carriers', workers', repairers'
and similar Liens arising or incurred in the ordinary course of
business that are not material to the business, operations and
financial condition of the property so encumbered or CND; (iii)
zoning, entitlement and other land use and environmental regulations
by any Governmental Body, provided that such regulations have not been
--------
violated; and (iv) such other imperfections in title, charges,
easements, restrictions and encumbrances which do not materially
detract from the value of or materially interfere with the present use
of any Company Property subject thereto or affected thereby.

Person means any individual, corporation, partnership,
------
firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.

"Personal Property Lease" shall have the meaning ascribed to
-----------------------
such term in Section 4.13(a) hereof.

"Property Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.12(a) hereof.

"Purchase Price" shall have the meaning ascribed to such
--------------
term in Section 2.1 hereof.

"Purchaser Documents" shall have the meaning ascribed to
-------------------
such term in Section 5.2 hereof.

"Purchaser Indemnified Parties" shall have the meaning
-----------------------------
ascribed to such term in Section 9.2(a) hereof.

"Real Property Lease" shall have the meaning ascribed to
-------------------
such term in Section 4.12(a) hereof.

<PAGE>

"Seller Documents" shall have the meaning ascribed to such
----------------
term in Section 4.2 hereof.

"Shareholders Agreement" means a Shareholders Agreement
----------------------
substantially in the form of that certain Amended and Restated
Shareholders Agreement dated as of August 8, 1996 by and among WPG
Corporate Development Associates IV, L.P., WPG Corporate Development
Associates IV (Overseas), L.P., certain individuals identified in
Schedules I and II thereto, GHB Charitable Trust #1, Jeffrey Weiss,
Donald F. Gayhardt, Pegasus Partners, L.P., PAG Dollar Investors LCC,
General Electric Capital Corporation and Holdings, together with such
changes to Article V as Purchaser shall reasonably request.

"Subsidiary" of a Person means any other Person of which a
----------
majority of the outstanding voting securities or other voting equity
interests are owned, directly or indirectly, by such Person.

"WARN" shall have the meaning ascribed to such term in
----
Section 6.8(c) hereof.

10.2 Expenses. Except as otherwise provided in this
--------
Agreement, CND, the Shareholders and the Purchaser shall each bear
their own expenses incurred in connection with the negotiation and
execution of this Agreement and each other

<PAGE>

agreement, document and instrument contemplated by this Agreement and
the consummation of the transactions contemplated hereby and thereby.

10.3 Specific Performance. CND and each Shareholder each
--------------------
acknowledges and agrees that the breach of this Agreement would cause
irreparable damage to Purchaser and that Purchaser will not have an
adequate remedy at law. Therefore, the obligations of CND and the
Shareholders under this Agreement, including, without limitation,
CND's obligation to sell the Assets to the Purchaser, shall be
enforceable by a decree of specific performance issued by any court of
competent jurisdiction, and appropriate injunctive relief may be
applied for and granted in connection therewith. Such remedies shall,
however, be cumulative and not exclusive and shall be in addition to
any other remedies which any party may have under this Agreement or
otherwise.

10.4 Further Assurances. Each of CND, the Shareholders and
------------------
Purchaser agrees to execute and deliver such other documents or
agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and
the consummation of the transactions contemplated hereby.

10.5 Submission to Jurisdiction; Consent to Service of
-------------------------------------------------
Process.
-------
(a) The parties hereto hereby irrevocably submit to
the non-exclusive jurisdiction of any federal or state court located
within the San Francisco, California metropolitan area over any
dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action
proceeding related thereto may be heard and determined in such courts.
The parties hereby irrevocably waive, to the fullest extent permitted
by applicable law, any objection which they may now or hereafter have
to the laying of venue of any such dispute brought in such court or
any defense of inconvenient forum for the maintenance of such dispute.
Each of the parties hereto agrees that a judgment in any such dispute
may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.

(b) Each of the parties hereto hereby consents to
process being served by any party to this Agreement in any suit,
action or proceeding by the mailing of a copy thereof in accordance
with the provisions of Section 10.9.

(c) Each of the parties hereto hereby agrees that with
respect to any suit, action, arbitration or other proceeding arising
out of a claim or dispute under this Agreement, the

<PAGE>

Seller Documents, the Purchaser Documents and the transactions
contemplated hereby and thereby, all depositions and other discovery
with respect to or involving the executive officers of Purchaser shall
take place in the Philadelphia, Pennsylvania metropolitan area.

10.6 Entire Agreement; Amendments and Waivers. This
----------------------------------------
Agreement (including the schedules and exhibits hereto), the Seller
Documents and the Purchaser Documents represent the entire
understanding and agreement between the parties hereto with respect to
the subject matter hereof and can be amended, supplemented or changed,
and any provision hereof or thereof can be waived, only by written
instrument making specific reference to this Agreement or specific
Seller Document or Purchaser Document signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver
is sought. No action taken pursuant to this Agreement, including
without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action
of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any Party hereto of a breach of any
provision of this Agreement or specific Seller Document or Purchaser
Document shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any
other remedies provided by law.

10.7 Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of California
without giving effect to principles of conflicts of law.

<PAGE>

specified by notice given to the other party pursuant to this
provision):

If to Purchaser:

c/o Dollar Financial Group, Inc.
Daylesford Plaza, Suite 210
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312
Attention: Donald F. Gayhardt,
Executive Vice President
Telephone No: (610) 296-3400
Telecopy No: (610) 296-7844

with a copy to:

Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor, Packard Building
Fifteenth & Chestnut Streets
Philadelphia, Pennsylvania 19102
Attention: Mark L. Alderman, Esquire
Telephone No: (215) 977-2000
Telecopy No: (215) 977-2334

If to CND or the Shareholders:

Mr. Thomas L. Leonard
21781 Brighton Crest Drive
Friant, California 93626
Telephone No: (209) 454-8161
Telecopy No: (209) 454-1978

and

Mr. Barney B. Whitesell
1601 Dove Street
Suite 200
Newport Beach, California 92660
Telephone No: (714) 976-1266
Telecopy No: (714) 263-1059

<PAGE>

with a copy to:

Lang, Richert & Patch
5200 North Palm Avenue, Fourth Floor
Fresno, California 93704
Attention: Peter N. Zeitler, Esquire
Telephone No: (209) 228-6700
Telecopy No: (209) 228-6727

10.10 Severability. If any provision of this Agreement is
------------
invalid or unenforceable, the balance of this Agreement shall remain
in effect.

10.11 Binding Effect: Assignment. This Agreement, the Seller
--------------------------
Documents and the Purchaser Documents shall be binding upon and inure
to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement, any of the Seller
Documents or any of the Purchaser Documents shall create or be deemed
to create any third party beneficiary rights in any person or entity
not a party to this Agreement, any of the Seller Documents or any of
the Purchaser Documents except as provided below. No assignment of
this Agreement, any of the Seller Documents or any of the Purchaser
Documents or of any rights or obligations hereunder or thereunder may
be made by any party hereto or thereto without the prior written
consent of the other parties hereto or thereto, as the case may be,
and any attempted assignment without the required consents shall be
void; provided, however, that the Purchaser may assign this Agreement
-------- -------
and any of the Seller Documents or the Purchaser Documents and any or
all rights hereunder or thereunder (including, without limitation, the
Purchaser's rights to purchase the Assets and the Purchaser's rights
to seek indemnification hereunder) (i) to any Affiliate of the
Purchaser or (ii) after the Closing, to any purchaser or transferee of
any of the Assets transferred to Purchaser hereunder or thereunder.
Upon any such permitted assignment, the references in this Agreement
or any of the Seller Documents or the Purchaser Documents to Purchaser
shall also apply to any such assignee unless the context otherwise
requires.

l0.12 Bulk Transfer Laws. Purchaser hereby waives compliance
------------------
by CND with the provision of any so called bulk sale or bulk transfer
Laws of any jurisdiction in connection with any of the transactions
contemplated hereby. CND and the Shareholders, jointly and severally,
hereby indemnify and hold harmless Purchaser against any and all
Losses which may be asserted by third parties against Purchaser or any
of its Subsidiaries as a result of non-compliance with any such bulk
sale or bulk sale or bulk transfer Laws.

<PAGE>

10.13 Counterparts. This Agreement may be executed by the
------------
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

DOLLAR FINANCIAL GROUP, INC.

By: /s/ Peter J. Sokolowski
-------------------------
Name: Peter J. Sokolowski
Title: Vice President

SIGNATURES CONTINUED ON NEXT PAGE

<PAGE>

CASH-N-DASH CHECK CASHING, INC.

By: /s/ Thomas L. Leonard
-------------------------
Name: Thomas L. Leonard
Title: President and Chief
Executive Officer

/s/ Thomas L. Leonard
------------------------------
Thomas L. Leonard

/s/ Louis B. Strasser
------------------------------
Louis B. Strasser

BARNEY B. AND ARDEN WHITESELL
FAMILY TRUST

By: /s/ Barry Whitesell and
-----------------------
/s/ Arden Whitesell
-----------------------
, as Trustees

SIGNATURES CONTINUED ON NEXT PAGE

<PAGE>

SIGNATURES CONTINUED FROM PREVIOUS PAGE

DEGRAW LIVING TRUST

By:/s/ James M. DeGraw
---------------------------
, as Trustee

/s/ Gary J. Whitesell
------------------------------
Gary J. Whitesell

/s/ Jack K. Whitesell
------------------------------
Jack K. Whitesell

/s/ Timothy B. Bennett
------------------------------
Timothy B. Bennett

NYFS06...:\47\41847\0008\1710\AGRD146H.150

<PAGE>

EXHIBIT A

NON-COMPETITION AGREEMENT
-------------------------

This NON-COMPETITION AGREEMENT is entered into on this ____
day of __________, 1996 between CASH-N-DASH CHECK CASHING, INC., a
California corporation (the "Seller"), THOMAS L. LEONARD, LOUIS B.
STRASSER, BARNEY B. and ARDEN WHITESELL FAMILY TRUST, DEGRAW LIVING
TRUST, GARY J. WHITESELL, JACK K. WHITESELL and TIMOTHY B. BENNETT who
collectively own all of the issued and outstanding capital stock of
the Seller (the "Shareholders"), and DOLLAR FINANCIAL GROUP, INC., a
New York corporation (the "Purchaser").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Seller, the Shareholders and the Purchaser are
parties to an Asset Purchase Agreement (the "Asset Purchase
Agreement") dated October 22, 1996, pursuant to which Asset Purchase
Agreement the Purchaser will acquire all of the Assets (as such term
is defined in the Asset Purchase Agreement; all capitalized terms not
otherwise defined herein shall have the meaning set forth in the Asset
Purchase Agreement) of the Seller; and
WHEREAS, as a material and significant inducement to the
Purchaser to enter into and consummate the transactions contemplated
by the Asset Purchase Agreement and in order to protect the Buyer's
investment in the Assets, the Seller and the Shareholders have agreed
not to compete with the Purchaser in the territory and for the time
period specified below.

<PAGE>

NOW, THEREFORE, for the consideration set forth in the Asset
Purchase Agreement, and in consideration of the mutual covenants and
agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. For a period of five (5) years after the Closing Date,
(the "Restricted Period"), the Seller and the Shareholders shall not
directly or indirectly (i) engage in (as principal, shareholder,
partner, director, officer, agent, employee, consultant or otherwise)
or be financially interested in any business operating within the
Counties of Fresno, Kern, Kings, Madera, Merced, Tulare, Tuolomne and
Stanislaus, California within a 10-mile radius of any municipality in
which a Store is located (the "Restricted Area"), which is involved in
business activities which are the same as, similar to or in
competition with business activities carried on by the Seller, or
being definitely planned by the Seller, on the Closing Date; provided,
however, nothing contained in this Section 1 shall prevent the Seller
or any Shareholder from holding for investment no more than one
percent (1%) of any class of equity securities of a company whose
securities are publicly traded on a national securities exchange or in
a national market system; or (ii) induce or attempt to influence any
employee, customer, independent contractor or supplier of the Seller
to terminate employment or any other relationship with the Purchaser,
either

<PAGE>

on the Seller s or such Shareholder s own account or for any person,
firm, corporation or organization.
2. Neither the Seller nor any Shareholder shall at any
time knowingly take any action or make any statement the effect of
which would be, directly or indirectly, to impair the good will
associated with the Assets or the good will of the Purchaser, or the
business reputation or good name associated with the Assets or the
business reputation or good name of the Purchaser, or be otherwise
detrimental to the interests associated with the Assets or the
interests of the Purchaser, including any action or statement
intended, directly or indirectly, to benefit a competitor of the
business associated with the Assets or of the Purchaser.
3. The Seller and each Shareholder acknowledges that the
restrictions contained in Sections 1 and 2 above, in view of the
business associated with the Assets and in which the Purchaser is
engaged, are reasonable and necessary in order to protect the
Purchaser's legitimate interests and that any violation thereof would
result in irreparable injury to the Purchaser. The Seller and the
Shareholders therefore acknowledge that in the event of any violation
thereof, the Purchaser shall be authorized and entitled to obtain,
from any court of competent jurisdiction, preliminary and permanent
injunctive relief as well as an equitable accounting of all profits
and benefits arising

<PAGE>

out of such violation, which rights and remedies shall be cumulative
and in addition to any other rights or remedies to which the Purchaser
may be entitled at law or in equity.
4. In the event that there should be a violation of the
restrictions contained in Sections 1 or 2 above, the duration of such
restrictions shall be extended for a period of time equal to the
period of time during which such breach or breaches shall occur.
5. In the event that any of the territorial or temporal
limitations set forth herein are deemed to be unreasonable by a court
of competent jurisdiction or any other proceeding, the parties hereto
agree to reduce either said territorial or temporal restriction to
limits that such court or such authority in such other proceeding
shall deem reasonable.
6. The existence of any claim or cause of action by the
Seller or any Shareholder against the Purchaser, whether predicated on
this Agreement, the Asset Purchase Agreement or any of the provisions
contained herein or therein, shall not constitute a defense to the
enforcement by the Purchaser of the foregoing restrictions, but shall
be litigated separately.
7. All notices, requests, demands and other communications
hereunder shall be delivered at the addresses under and pursuant to
the provisions of Section 10.9 of the Asset Purchase Agreement.

<PAGE>

8. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors
and assigns.
9. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement (including,
without limitation, provisions concerning limitations of actions),
shall be governed by and construed in accordance with the laws of the
State of California.
10. This Agreement may be executed in counterparts, any of
which shall be deemed to be an original as against a party whose
signature appears thereon, and all of which shall together constitute
one and the same instrument.
11. Neither the failure nor any delay on the part of any
party to exercise any right, remedy, power or privilege ("Right")
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any Right preclude any other or further
exercise of the same or of any other Right, nor shall any waiver of
any Right with respect to any occurrence be construed as a waiver of
such Right with respect to any other occurrence.

<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date first above written.

CASH-N-DASH CHECK CASHING, INC.

By:
--------------------------------
Name:
Title:

SHAREHOLDERS

-----------------------------------
Thomas L. Leonard

-----------------------------------
Louis B. Strasser

-----------------------------------
_________________, trustee of the
Barney B. and Arden Whitesell
Family Trust

-----------------------------------
_________________, trustee of the
DeGraw Living Trust

-----------------------------------
Gary J. Whitesell

-----------------------------------
Jack K. Whitesell

-----------------------------------
Timothy B. Bennett

DOLLAR FINANCIAL GROUP, INC.

By:
--------------------------------
Name:
Title:

NYFS06...:\47\41847\0008\1710\AGRD146H.590

<PAGE>

DRAFT

EXHIBIT "B"

Ladies and Gentlemen:

We have acted as counsel to Cash-N-Dash Check Cashing, Inc.,
a California corporation ("Seller"), and Thomas L. Leonard, an
individual resident in the State of California ("Leonard"), in
connection with the transactions contemplated by that certain Asset
Purchase Agreement (the "Purchase Agreement") dated as of October 22,
1996 by and among Dollar Financial Group, Inc. (the "Purchaser"),
Seller and shareholders of Seller. Capitalized terms used herein,
except as otherwise defined, have the respective meanings set forth in
the Purchase Agreement.

In connection with our opinion herein, we have examined
executed copies of the Purchase Agreement and other agreements
delivered at the Closing (together, the "Agreements") and certain
other documents relating to the transaction. We have relied upon the
representations and warranties contained in each such document and
upon originals or copies, certified or otherwise identified to our
satisfaction, of such other documents and statements of officials of
Seller as we have deemed relevant to the rendering of this opinion,
including, without limitation, articles of incorporation certified by
the California Secretary of State, the By-Laws of Seller certified by
its secretary, and certain resolutions of the Board of Directors and
shareholders of Seller. As to all matters of fact covered by such
documents, we have relied, without independent investigation or
verification, on such documents. In such examination we have assumed
the genuineness of all signatures (other than that of Seller and the
Shareholders) and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents
submitted to us as copies.

In rendering the opinions set forth below, we have assumed
the due authorization, execution and delivery of the Agreements by
each of the parties thereof (other than by Seller and the
Shareholders).

<PAGE>

October 22, 1996
Page

the course of this transaction, no information that would give current
actual knowledge of the inaccuracy of such statement has come to the
attention of those attorneys in this firm who have made such
examination. However, we have not undertaken any investigation to
determine the accuracy of such statement, and any limited inquiry
undertaken by us during the preparation of this opinion letter should
not be regarded as such an investigation. No inference as to our
knowledge of any matters bearing on the accuracy of such statement
should be drawn from the fact of our representation of Seller and the
Shareholders.

Based upon and subject to the foregoing and subject to the
qualifications set forth below, it is our opinion that:

1. Seller is a corporation duly organized and validly
existing under the laws of the State of California and has the
corporate power and authority to execute and deliver and to perform
its obligations under the Agreements.

2. Each of the Agreements has been duly authorized,
executed and delivered by Seller.

3. Each of the Agreements has been duly authorized by all
necessary corporate action on the part of Seller, as appropriate, and
is the valid and binding obligation of Seller and Leonard.

4. Neither the execution of and delivery by Seller and the
Shareholders of the Agreements nor the consummation and performance by
Seller and the Shareholders of any of the transactions contemplated
thereby violates the Articles of Incorporation or the By-Laws of
Seller.

The opinions expressed above are limited to the Federal Laws
of the United States and the law of the State of California.

We also advise you that we have not been consulted by the
Seller in connection with any suit, action or other proceedings
against Seller of the Shareholders before any court or governmental
agency which seeks to restrain or prohibit, or to obtain damages or
other relief in connection with, the Agreements or the consummation of
the transactions contemplated thereby, nor are we aware that any such
suit, action or other proceedings threatened. We have not conducted
any investigation or due diligence in connection with the matters
described in this paragraph other than inquiry of the Seller's
officers.

<PAGE>

October 22, 1996
Page

This opinion is furnished by us at your request for the your
sole benefit, and no other person or entity shall be entitled to rely
on this opinion without our express written consent. This opinion
shall not be published or reproduced in any manner or distributed or
circulated to any person or entity without our express written
consent. Our opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly
stated herein.

Very truly yours,

NYFS06...:\47\41847\0008\1710\EXHD166B.540

<PAGE>

EXHIBIT C

[FORM OF LEGAL OPINION (PURCHASER)]

[DATE]

Ladies and Gentlemen:

We have acted as counsel to Dollar Financial Group, Inc., a
New York corporation ("Purchaser"), in connection with the
transactions contemplated by that certain Asset Purchase Agreement
(the "Purchase Agreement") dated as of October 22, 1996 by and among
the Purchaser, Cash-N-Dash Check Cashing, Inc. ("CND"), Thomas L.
Leonard, Louis B. Strasser, Barney B. and Arden Whitesell Family
Trust, DeGraw Living Trust, Gary J. Whitesell, Jack K. Whitesell and
Timothy B. Bennett, the shareholders of CND. Capitalized terms used
herein, except as otherwise defined, have the respective meanings set
forth in the Purchase Agreement.
In connection with our opinion herein, we have examined
executed copies of the Purchase Agreement and the other agreements
delivered at Closing (together, the "Agreements"), and certain other
documents relating to the transaction. We have relied upon the
representations and warranties contained in each such document and
upon originals or copies, certified or otherwise identified to our
satisfaction, of such other documents

<PAGE>

and statements of officials of Purchaser as we have deemed relevant to
the rendering of this opinion, including, without limitation,
certificate of incorporation certified by the New York Secretary of
State, the By-Laws of Purchaser certified by its secretary, and
certain resolutions of the Board of Directors and shareholders of
Purchaser. As to all matters of fact covered by such documents, we
have relied, without independent investigation or verification, on
such documents. In such examination we have assumed the genuineness
of all signatures (other than that of Purchaser) and the authenticity
of all documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies.
In rendering the opinions set forth below, we have assumed
the due authorization, execution and delivery of the Agreements by
each of the parties thereto (other than by Purchaser).
Whenever a statement herein is qualified by the phrase "to
the best of our knowledge" or a similar phrase, the qualification is
intended to indicate that, during the course of our examination of any
documents, certificates and instruments in the course of this
transaction, no information that would give current actual knowledge
of the inaccuracy of such statement has come to the attention of those
attorneys in this firm who have made such examination. However, we
have not undertaken any

<PAGE>

investigation to determine the accuracy of such statement, and any
limited inquiry undertaken by us during the preparation of this
opinion letter should not be regarded as such an investigation. No
inference as to our knowledge of any matters bearing on the accuracy
of any such statement should be drawn from the fact of our
representation of Purchaser.
Based upon and subject to the foregoing and subject to the
qualifications set forth below, it is our opinion that:
1. Purchaser is a corporation duly organized and validly
existing under the laws of the State of New York, has the corporate
power and authority to execute and deliver and to perform its
obligations under the Agreements, and is duly qualified to do business
as a foreign corporation in California.
2. Each of the Agreements has been duly authorized,
executed and delivered by Purchaser, as applicable.
3. Each of the Agreements has been duly authorized by all
necessary corporate action on the part of Purchaser, as appropriate,
and is the valid and binding obligation of Purchaser, as applicable,
enforceable in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereinafter in effect relating
to creditors' rights generally and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to

<PAGE>

equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought.
4. Neither the execution of and delivery by Purchaser of
the Agreements nor the consummation and performance by Purchaser of
any of the transactions contemplated thereby (a) requires the consent
or approval of, the giving of notice to, or the registration with, or
the taking of any other action with respect to, any governmental
authority or agency of the State of New York or the Federal government
except those already obtained; or (b) violates any law, governmental
rule or regulation of the State of New York or the Federal government
or any governmental subdivision thereof; or (c) violates the
Certificate of Incorporation or the By-Laws of Purchaser.
5. To the best of our knowledge, no suit, action or other
proceeding against Purchaser is pending before any court or
governmental agency which seeks to restrain or prohibit, or to obtain
damages or other relief in connection with, the Agreements or the
consummation of the transactions contemplated thereby, nor, to the
best of our knowledge, is any such suit, action or other proceeding
threatened.
Our examination of law relevant to the matters covered by
this opinion is limited to Pennsylvania and federal law. We have not
made any review of the laws of any state other than Pennsylvania. In
rendering our opinion regarding qualification

<PAGE>

to do business in or good standing in the State of New York we have
relief solely on certificates issued by state officials as noted
above. Accordingly, we express no opinion as to matters governed by
the laws of any other state or jurisdiction.
This opinion is furnished by us at your request for your
sole benefit, and no other person or entity shall be entitled to rely
on this opinion without our express written consent. This opinion
shall not be published or reproduced in any manner or distributed or
circulated to any person or entity without our express written
consent. Our opinion is limited to the matters started herein, and no
opinion is implied or may be inferred beyond the matters expressly
stated herein.
Very truly yours,

NYFS06...:\47\41847\0008\1710\AGRD146I.200

<PAGE>

EXHIBIT D

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------------

THIS ASSIGNMENT made this ____ day of ___________, 1996, by
and between CASH-N-DASH CHECK CASHING, INC., a California corporation
( Assignor ), and DOLLAR FINANCIAL GROUP, INC., a New York corporation
( Assignee ).

RECITALS
--------

A. Pursuant to the terms and provisions of the Asset
Purchase Agreement dated as of October 22, 1996 (the Agreement ) by
and among Assignor, the shareholders of Assignor and Assignee,
Assignor has agreed to sell to Assignee, upon the terms, provisions
and conditions set forth therein, certain Assets, as defined in the
Agreement.

B. In connection with the sale and purchase of the Assets,
Assignor desires to assign to Assignee the leases set forth on
Schedule I attached hereto and Assignee desires to accept said
assignment and assume the obligations of Assignor under said leases
upon the terms, covenants and conditions set forth in this instrument.

NOW, THEREFORE, in consideration of the purchase price paid
by Assignee to Assignor for the Assets, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee covenant and agree as follows:

1. Assignment. Assignor hereby assigns, transfers and sets
----------
over unto Assignee all of Assignor s right, title and interest in and
to the leases set forth on Schedule I attached to and made a part of
this Assignment and any other lease, license or right of occupancy
affecting the Assets, together with all amendments, extensions,
renewals and other modifications thereto (the Leases ).

2. Assumption. Assignee accepts said assignment and assumes
----------
all obligations on the part of the Assignor under the Leases first
arising or accruing on or after the date of this Assignment.

3. Binding Effect. This Assignment shall be binding upon
--------------
and inure to the benefit of Assignor and Assignee and their successors
and assigns.

<PAGE>

IN WITNESS WHEREOF, intending to be legally bound, the
parties have caused this instrument to be executed by their duly
authorized representatives on the day and year first above written.

CASH-N-DASH CHECK CASHING, INC.

By: ___________________________
Name: Thomas L. Leonard
Title: President

DOLLAR FINANCIAL GROUP, INC.

By: ___________________________
Name:
Title:

<PAGE>

STATE OF _________________ :
: SS
COUNTY OF _______________ :

On the _____ day of _________________, 1996, before me
personally came _______________________________________________, to me
known, who, being by me duly sworn, did depose and say that he is the
____________________________________________________ of Cash-N-Dash
Check Cashing, Inc., a California corporation, and that he is the
individual described in, and who executed on behalf of said
corporation, the foregoing instrument, and that he signed his name
thereto.

______________________________
Notary Public

My Commission Expires:

STATE OF _______________ :
: SS
COUNTY OF _____________ :

On the day of ______________, 1996, before me
---------
personally came ___________________________________, to me known, who,
being by me duly sworn, did depose and say that he is the
_____________________ of Dollar Financial Group, Inc., a New York
corporation, and that he is the individual described in, and who
executed on behalf of said corporation, the foregoing instrument, and
that he signed his name thereto.

______________________________
Notary Public

My Commission Expires:

<PAGE>

Schedule I

Leases
------

[To be provided]

NYFS06...:\47\41847\0008\1710\AGRD146I.170

<PAGE>

EXHIBIT E

ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made and executed
as of the ____ day of _________, 1996, by and between CASH-N-DASH
CHECK CASHING, INC., a California corporation (the Seller ) , and
DOLLAR FINANCIAL GROUP, INC., a New York corporation (the
Purchaser ).
W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, pursuant to the terms and provisions of the Asset
Purchase Agreement (the Agreement ) dated as of October 22, 1996, by
and among the Seller, the shareholders of the Seller and the
Purchaser, the Seller has agreed to assign to the Purchaser, the
Purchaser has agreed to assume from the Seller, the Assumed
Liabilities, as such term is defined in the Agreement.
NOW, THEREFORE, it is agreed:
The Purchaser does hereby assume and accept from the Seller
the Assumed Liabilities.
The Purchaser hereby covenants to perform fully its
obligations with respect to the Assumed Liabilities and agrees to
indemnify and hold the Seller harmless from any loss, claim, demand,
liability, obligation, damage, cost or expense (including reasonable
attorneys fees and costs) suffered or incurred by the Seller as a
result of the Purchaser s failure to perform its obligations with
respect thereto from and after the date hereof.

<PAGE>

The Purchaser shall not assume, does not accept or have any
liability or obligation with respect to any other liabilities or
obligations of the Seller not expressly assumed by the Purchaser
hereunder, whether absolute or contingent, direct or indirect or due
and payable or not due and payable at or prior to the date hereof, and
the Seller shall remain liable and responsible for all such
liabilities and obligations not expressly assumed by the Purchaser and
agrees to indemnify and hold the Purchaser harmless from any loss,
claim, demand, liability, obligation, damage, cost or expense
(including reasonable attorneys fees and costs) suffered or incurred
by the Purchaser as a result of the Seller s failure to perform and
satisfy its obligations with respect thereto from and after the date
hereof.

<PAGE>

IN WITNESS WHEREOF, the undersigned have caused this
Assignment and Assumption Agreement to be executed as of the day and
year first above written.

CASH-N-DASH CHECK CASHING, INC.

By: _______________________________
Name: Thomas L. Leonard
Title: President

DOLLAR FINANCIAL GROUP, INC.

By: _______________________________
Name:
Title:

NYFS06...:\47\41847\0008\1710\AGRD146I.150

<PAGE>

EXHIBIT F

BILL OF SALE
------------

KNOW ALL MEN BY THESE PRESENTS that CASH-N-DASH CHECK
CASHING, INC., a California corporation (the Seller ), for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, paid by DOLLAR FINANCIAL GROUP, INC., a New York
corporation (the Purchaser ), hereby sells, assigns and transfers to
the Purchaser, pursuant to and in furtherance of the Asset Purchase
Agreement (the Agreement ) dated as of October 22, 1996 by and
between the Seller, the shareholders of the Seller and the Purchaser,
all of the Assets, as defined in the Agreement.
TO HAVE AND TO HOLD the same unto the Purchaser, its
successors and assigns, forever.
The Seller further covenants and agrees that it shall
execute such other and further instruments and documents as the
Purchaser may reasonably request to carry into effect or to evidence
further the transfer of the Assets of the Seller to the Purchaser.
The Seller hereby constitutes and appoints the Purchaser,
its successors and assigns, the Seller s true and lawful attorney or
attorneys, with full power of substitution, for it and in its name and
stead or otherwise, but on behalf of and for the benefit of the
Purchaser, its successors and assigns, to do or perform any or all of
the following, subject in each

<PAGE>

case to the terms of the Agreement: (i) to demand and receive, from
time to time, any and all of the Assets hereby sold, assigned and
transferred or intended so to be; (ii) to institute and prosecute,
from time to time, in the name of the Seller, or otherwise, but at the
sole expense and for the benefit of the Purchaser, its successors and
assigns, any proceedings at law, in equity or otherwise, that the
Purchaser, its successors or assigns, may deem proper in order to
collect, assert or enforce any claim, right or title of any kind in
and to the Assets hereby sold and transferred or intended so to be;
and (iii) to defend and compromise any and all actions, suits or
proceedings in respect of any of said Assets and rights and,
generally, to do any and all such acts and things in relation thereto
as the Purchaser, its successors or assigns shall deem advisable. The
Seller declares that the appointment hereby made and the powers hereby
granted are coupled with an interest and shall be irrevocable by the
Seller.
The rights and obligations of the Seller and the Purchaser
with respect to the enforcement, performance and non-performance of
their respective rights and obligations hereunder shall be governed by
the terms of the Agreement. In the event of the conflict or
inconsistency between any provision of this Bill of Sale and any
provision of the Agreement, the provision of the Agreement shall
govern.

<PAGE>

This instrument and all of its terms shall inure to the
benefit of the Purchaser, its successors and assigns and shall bind
the Seller, its successors and assigns.
IN WITNESS WHEREOF, the Seller has executed this instrument
by its officer thereunto duly authorized this ____ day of
____________, 1996.

CASH-N-DASH CHECK CASHING, INC.,
a California corporation

By:___________________________
Name:
Title:

<PAGE>

STATE OF :
: SS
COUNTY OF :

On the ____ day of _____________, 1996, before me personally
came ___________________, to me known, who, being by me duly sworn,
did depose and say that he is the _____________ of Cash-n-Dash Check
Cashing, Inc., a California corporation, and that he is the individual
described in, and who executed, on behalf of said corporation, the
foregoing instrument, and that he signed his name thereto.

____________________________
Notary Public

My Commission Expires:

NYFS06...:\47\41847\0008\1710\AGRD146I.120

<PAGE>

EXHIBIT G

EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of the ____ day of -------, 1996 by and
between Dollar Financial Group, Inc., a New York corporation (the
Company ), and Thomas L. Leonard (the Employee ).

W I T N E S S E T H:
-------------------
WHEREAS, the Company wishes to assure itself of the services
of the Employee, and the Employee wishes to serve in the employ of the
Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:

1. Employment, Term.
----------------
1.1 The Company agrees to employ the Employee, and the
Employee agrees to serve in the employ of the Company, for the term
set forth in Section 1.2, in the position and with the
responsibilities, duties and authority set forth in Section 2 and on
the other terms and conditions set forth in this Agreement.

1.2 The term of the Employee s employment under this
Agreement shall be the period commencing on the date hereof and
continuing through ---------, 1999, unless sooner terminated in

accordance with this Agreement.

2. Position, Duties. The Employee shall serve the Company
----------------
as the Company s Vice President. The Employee shall have such duties
and responsibilities as the President and the Board of Directors of
the Company shall determine. The Employee shall perform his duties
and responsibilities hereunder, faithfully and diligently. The
Employee shall report to the President of the Company, to the
designees or successors of such person, and to the Board of Directors
of the Company. The Employee shall devote his full business time and
attention to the performance of his duties and responsibilities
hereunder. The Employee hereby represents that he is not bound by any
confidentiality agreements or restrictive covenants which restrict or
may restrict his ability to perform his duties hereunder, and agrees
that he will not enter into any such agreements or covenants during
the term of his employment hereunder, except such restrictive
covenants or confidentiality agreements which are required by the
Company.

<PAGE>

3. Cash Compensation.
-----------------

3.1. Base Salary. During the term of this Agreement,
-----------
in consideration of the performance by the Employee of the services
set forth in Section 2 and his observance of the other covenants set
forth herein, the Company shall pay the Employee, and the Employee
shall accept, a salary at the rate of $111,000 per annum, payable in
accordance with the standard payroll practices of the Company. In
addition to the salary payable hereunder, the Employee may be entitled
to receive merit increases in salary during the term hereof in amounts
and at such times as shall be determined pursuant to the compensation
practices of the Company as in effect from time to time, provided that
such practices may be amended as shall be determined by the Board of
Directors of the Company in its sole discretion. In no event shall
the failure to grant any such increase (or the amount of any such
increase) give rise to a claim by the Employee under this Agreement.

3.2 Bonus. In addition to the base salary payable pursuant
-----
to Section 3.1, the Employee shall be entitled to receive an annual
bonus (the Bonus ) in an amount equal to the sum of (a) ten percent
(10%) of the excess of the amount of EBITDA (as defined below)
generated by the Assets (as defined below) for the 12-month period
commencing ----------, 1996 and each subsequent 12-month period during
the term of this Agreement (each, a Bonus Year ) over the amount of
EBITDA generated by the Assets for the respective 12-month period
immediately prior to the commencement of each such Bonus Year (each, a
Base Year ) between $1,500,001 and $1,700,000; (b) seven percent
(7%) of the excess of the amount of EBITDA generated by the Assets in
a Bonus Year over the amount of EBITDA generated by the Assets in the
respective Base Year between $1,700,001 and $1,900,000; and (c) ten
percent (10%) of the excess of the amount the EBITDA generated by the
Assets in a Bonus Year over the EBITDA generated by the Assets in the
respective Base Year in excess of $1,900,000. For purposes hereof,
EBITDA shall be defined as net income before the deduction of
interest, taxes, depreciation, amortization, management fees and
incentive compensation payments as determined by the Company s
accountants in accordance with generally accepted accounting
principles consistent with past practice and Assets shall have the
definition set forth in that certain Asset Purchase Agreement (the
Asset Purchase Agreement ) dated as of October 22, 1996, by and among
Dollar Financial Group, Inc., Cash-N-Dash Check Cashing, Inc. and the
shareholders of Cash-N-Dash Check Cashing, Inc. Notwithstanding any
other provision of this Section 3.2, in no event shall the Bonus
payable with respect to any Bonus Year exceed $50,000. The Bonus

<PAGE>

shall be paid within sixty (60) days of the end of the fiscal year of
the Company in which the respective Bonus Year ends.

4. Expense Reimbursement. During the term of this
---------------------
Agreement, consistent with the Company s policies and procedures as
may be in effect from time to time, the Company shall reimburse the
Employee for all reasonable and necessary out-of-pocket expenses
incurred by his in connection with the performance of his duties
hereunder, upon the presentation of proper accounts therefor in
accordance with the Company s policies.

5. Other Benefits. During the term of this Agreement, the
--------------
Employee shall be entitled to receive four (4) weeks paid vacation
time per annum and such other benefits, including, subject to meeting
standard eligibility requirements, participation in the 401(k) plan in
which the Company s employees are eligible to participate, customary
medical insurance and continuing education benefits, as are from time
to time made available to other similarly situated employees of the
Company on the same terms are available to such similarly situated
employees, it being understood that the Employee shall be required to
make the same contributions and payments in order to receive any of
such benefits as may be required of such similarly situated employees.

6. Termination of Employment.
-------------------------
6.1 Death. In the event of the death of the Employee
-----
during the term of this Agreement, the Company shall pay to the estate
or other legal representative of the Employee the salary provided for
in Section 3 (at the annual rate then in effect) accrued to the
Employee s date of death and not theretofore paid, and the estate or
other legal representative of the Employee shall have no further
rights under this Agreement. Rights and benefits of the Employee, his
estate or other legal representative under the employee benefits plans
and programs of the Company, if any, will be determined in accordance
with the terms and provisions of such plans and programs.

6.2 Disability. If the Employee shall become
----------
incapacitated by reason of sickness, accident or other physical or
mental disability and shall for a period of thirty (30) consecutive
days by unable to perform his normal duties hereunder and the
Employee s physician believes that such disability will be permanent,
the employment of the Employee hereunder may be terminated by the
Company upon thirty (30) days prior written notice to the Employee.
Within thirty (30) days after such

<PAGE>

termination, the Company shall pay to the Employee the salary provided
for in Section 3 (at the annual rate then in effect) accrued to the
date of such termination and not theretofore paid. Rights and
benefits of the Employee, his estate or other legal representative
under the employee benefit plans and programs of the Company, if any,
will be determined in accordance with the terms and provisions of such
plans and programs. Neither the Employee nor the Company shall have
further rights or obligations under this Agreement, except as provided
in Sections 7, 8 and 9.

6.3 Due Cause. The employment of the Employee
---------
hereunder may be terminated by the Company at any time during the term
of this Agreement for Due Cause (as hereinafter defined). In the
event of such termination, the Company shall pay to the Employee the
salary provided for in Section 3 (at the annual rate then in effect)
accrued to the date of such termination and not therefore paid to the
Employee, and, after the satisfaction of any claim of the Company
against the Employee arising as a direct and proximate result of such
Due Cause, neither the Employee nor the Company shall have any further
rights or obligations under this Agreement, except as provided in
Sections 7, 8 and 9. Rights and benefits of the Employee, his estate
or other legal representative under the employee benefit plans and
programs of the Company, if any, will be determined in accordance with
the terms and provisions of such plans and programs. For purposes
hereof, Due Cause shall mean (a) a breach of any of the Employee s
obligations under Sections 7 or 8 hereof; or (b) that the Employee, in
carrying out his duties hereunder, has been guilty of (i) willful or
gross neglect or (ii) willful or gross misconduct, resulting in either
case in harm to any member of the Company Group (as hereinafter
defined); or (c) a final and non-appealable adjudication in a criminal
proceeding that the Employee has been convicted of a felony. In the
event of an occurrence under this Section 6.3, the Employee shall be
given written notice by the Company that it intends to terminate the
Employee s employment for Due Cause under this Section, which written
notice shall specify the act or acts upon the basis of which the
Company intends so to terminate the Employee s employment.

6.4 Other Termination by the Company. The Company may
--------------------------------
terminate the Employee s employment prior to the expiration of the
term of this Agreement for whatever reason it deems appropriate;
provided, however, that in the event that such termination is not
pursuant to Sections 6.1, 6.2 or 6.3, the Company shall continue to
pay to the Employee (or his estate or other legal representative in
the case of the death of the Employee subsequent to such termination),
in the same periodic

<PAGE>

installments as his annual salary was paid, the salary provided for in
Section 3 (at the annual rate then in effect), until the first to
occur of (a) the expiration of a period of eighteen (18) months
following termination by the Company or (b) the then scheduled
expiration of the term hereof. The Employee shall be required to use
reasonable efforts to seek alternative employment following a
termination pursuant to this Section 6.4 and any compensation earned
or amounts paid to the Employee in any such alternate employment shall
serve to mitigate the Company s obligations to the Employee hereunder.
Rights and benefits of the Employee, his estate or other legal
representative under the employee benefit plans and programs of the
Company, if any, will be determined in accordance with the terms and
provisions of such plans and programs. Neither the Employee nor the
Company shall have any further rights or obligations under this
Agreement, except as provided in Sections 7, 8 and 9.

7. Confidential Information.
------------------------
7.1 (a) The Employee shall, during the Employees
employment with the Company and at all times thereafter, treat all
confidential material (as hereinafter defined) of the Company or any
member of the Company Group confidentially. The Employee shall not,
without the prior written consent of the Board of Directors of the
Company, disclose such confidential material, directly or indirectly,
to any party, who at the time of such disclosure is not an employee or
agent of any member of the Company Group, or remove from the Company s
premises any notes or records relating thereto, copies or facsimiles
thereof (whether made by electronic, electrical, magnetic, optical,
laser, acoustic or other means), or any other property of any member
of the Company Group. The Employee agrees that all confidential
material, together with all notes and records of the Employee relating
thereto, and all computer disks, copies or facsimiles thereof in the
possession of the Employee (whether made by the foregoing or other
means) are the exclusive property of the Company. The Employee shall
not in any manner use any confidential material of the Company Group,
or any other property of any member of the Company Group, in any
manner not specifically directed by the Company or in any way which is
detrimental to any member of the Company Group, as determined by the
Board of Directors of the Company in its sole discretion.

(b) For the purposes hereof, the term confidential
material shall mean all information in any way concerning the
activities, business or affairs of any member of the Company Group or
any of the customers and clients of any member of the Company Group,
including, without limitation,

<PAGE>

information concerning trade secrets, together with all sales and
financial information concerning any member of the Company Group and
any and all information concerning projects in research and
development or marketing plans for any products or projects of the
Company Group, and all information concerning the practices, customers
and clients of any member of the Company Group, and all information in
any way concerning the activities, business or affairs of any of such
customers or clients, as such, which is furnished to the Employee by
any member of the Company Group or any of its agents, customers or
clients, as such, or otherwise acquired by the Employee in the course
of the Employee s employment with the Company; provided, however, that
the term confidential material shall not include information which
(i) becomes generally available to the public other than as a result
of a disclosure by the Employee, (ii) was available to the Employee on
a non-confidential basis prior to his employment with any member of
the Company Group or (iii) becomes available to the Employee on a non-
confidential basis from a source other than any member of the Company
Group or any of its agents, customers or clients, as such, provided
that such source is not bound by a confidentiality agreement with any
member of the Company Group or any of such agents, customers or
clients.

7.2 Promptly upon the request of the Company, the
Employee shall deliver to the Company all confidential material
relating to any member of the Company Group in the possession of the
Employee without retaining a copy thereof, unless, in the opinion of
counsel reasonably acceptable to the Company, either returning such
confidential material or failing to retain a copy thereof would
violate any applicable Federal, state, local or foreign law, in which
event such confidential material shall be returned without retaining
any copies thereof as soon as practicable after such counsel advises
that the same may be lawfully done.

7.3 In the even that the Employee is required, by oral
questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, to disclose
any confidential material relating to any member of the Company Group,
the Employee shall provide the Company with prompt notice thereof so
that the Company may seek an appropriate protective order and/or waive
compliance by the Employee with the provisions hereof; provided,
however, that if in the absence of a protective order or the receipt
of such a waiver, the Employee is compelled to disclose confidential
material not otherwise disclosable hereunder to any legislative,
judicial or regulatory body, agency or authority, or else be

<PAGE>

exposed to liability for contempt, fine or penalty or to other
censure, such confidential material may be so disclosed.

8. Non Competition.
---------------
8.1 The Employee acknowledges that the services to be
rendered by the Employee to the Company are of a special and unique
character. The Employee agrees that, in consideration of the
Employee s employment hereunder, the Employee will not (a) at any time
prior to five (5) years from the date hereof, directly or indirectly,
(i) solicit or entice or endeavor to solicit or entice away from any
member of the Company Group any person who was or is at the time of
the solicitation or enticement a director, officer, employee, agent or
consultant of such member of the Company Group, either for the
Employee s own account or for any person, firm, corporation or other
organization, whether or not such person would commit any breach of
such person s contract of employment by reason of leaving the service
of such member of the Company Group, or (i) employ, directly or
indirectly, any person who was a director, officer or employee of any
member of the Company Group or any person who at any time is or may be
likely to be in possession of any confidential information or trade
secrets relating to the businesses of any member of the Company Group,
or (b) at any time, take any action or make any statement the effect
of which would be, directly or indirectly, to impair the good will of
any member of the Company Group, or be otherwise detrimental to the
Company, including any action or statement intended, directly or
indirectly, to benefit a competitor of any member of the Company
Group.

8.2 For purposes hereof, the Company Group shall
mean, collectively, the Company, DFG Holdings, Inc., a Delaware
corporation ( DFGH ), and the Company s and DFGH s subsidiaries,
affiliates and parent entities and entities managed by the Company or
DFGH or any of their respective subsidiaries, affiliates or parent
entities operating from time to time in the same lines of business.

8.3 The Employee and the Company agree that if, in any
proceeding, the court or other authority shall refuse to enforce the
covenants herein set forth because such covenants cover too extensive
a geographic area or too long a period of time, any such covenant
shall be deemed appropriately amended and modified in keeping with the
intention of the parties to the maximum extent permitted by law.

<PAGE>

8.4 The Employee and the Company expressly acknowledge
and agree that the covenants and agreements of the Employee set forth
in this Section 8 are reasonable in all respects, and necessary in
order to protect, maintain and preserve the value and goodwill of the
Company, as well as the proprietary and other legitimate business
interests of the members of the Company Group.

8.5 The Employee hereby expressly acknowledges that
the provisions of this Section 8 are in addition to, and not in
limitation of in any respect whatsoever, the provisions of the Non-
Competition Agreement dated as of the date hereof by and among the
Company, Cash-N-Dash Check Cashing, Inc., a California corporation
("CND"), the Employee, the other shareholders of CND and Barney B.
Whitesell.

9. Equitable Relief. In the event of a breach or
----------------
threatened breach by the Employee of any of the provisions of Section
7 or 8 of this Agreement, the Employee hereby consents and agrees that
the Company shall be entitled to pre-judgment injunctive relief or
similar equitable relief restraining the Employee from committing or
continuing any such breach or threatened breach or granting specific
performance of any act required to be performed by the Employee under
any of such provisions, without the necessity of showing any actual
damage or that money damages would not afford an adequate remedy and
without the necessity of posting any bond or other security. The
parties hereto hereby consent to the jurisdiction of the Federal
courts and the state courts located in the State of California for any
proceedings under this Section 9. Nothing herein shall be construed
as prohibiting the Company from pursuing any other remedies at law or
in equity which it may have.

10. Successors and Assigns.
----------------------
10.1 Assignment by the Company. The Company shall
-------------------------
require any successors (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken
place. As used in this Section, the Company shall mean the Company
as hereinbefore defined and any successor to its business and/or
assets as aforesaid which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law and this Agreement
shall be binding upon, and inure to the benefit of, the Company, as so
defined. The Company shall be entitled to assign this Agreement, or

<PAGE>

portion thereof, to any direct or indirect subsidiary of the Company;
provided, that the Company shall remain liable for the performance of
its obligations hereunder.

10.2 Assignment by the Employee. The Employee may not
--------------------------
assign this Agreement or any part thereof without the prior written
consent of the President of the Company; provided, however, that
nothing herein shall preclude one or more beneficiaries of the
Employee from receiving any amount that may be payable following the
occurrence of his legal incompetency or his death and shall not
preclude the legal representative of his estate from receiving such
amount or from assigning any right hereunder to the person or persons
entitled thereto under his will or, in the case of intestacy, to the
person or persons entitled thereto under the laws of intestacy
applicable to his estate. The term beneficiaries , as used in this
Agreement, shall mean a beneficiary or beneficiaries so designated to
receive any such amount or, if no beneficiary has been so designated,
the legal representative of the Employee (in the event of his
incompetency) or the Employee s estate.

11. Governing Law. This Agreement shall be deemed a
-------------
contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of California applicable to
contracts to be performed entirely within such State.

12. Entire Agreement. This Agreement is entered into in
----------------
connection with the execution and delivery of the Asset Purchase
Agreement. This Agreement and the other agreements executed
contemporaneously herewith and therewith contain all the
understandings and representations between the parties hereto
pertaining to the subject matter hereof and supersede all undertakings
and agreements, whether oral or in writing, if there be any,
previously entered into by them with respect thereto. No modification
of this Agreement shall be effective unless in writing and signed by
the party against which enforcement is sought to be enforced.

13. Modification and Amendment; Waiver. The provisions of
----------------------------------
this Agreement may be modified, amended or waived, but only upon the
written consent of the party against whom enforcement of such
modification, amendment or waiver is sought and then such
modification, amendment or waiver shall be effective only to the
extent set forth in such writing. No delay or failure on the part of
any party hereto in exercising any right, power or remedy hereunder
shall effect or operate as a waiver thereof, nor shall any single or
partial exercise thereof or any abandonment or discontinuance of steps
to enforce such

<PAGE>

right, power or remedy preclude any further exercise thereof or of any
other right, power or remedy.

14. Notices. All notices, requests or instructions
-------
hereunder shall be in writing and delivered personally, sent by
telecopier or sent by registered or certified mail, postage prepaid,
as follows:

If to the Company:

Doylesford Plaza, Suite 210
1436 Lancaster Avenue
Berwyn, PA 19312

If to the Employee:

21781 Brighton Crest Drive
Fresno, CA 93626

Any of the above addresses may be changed at any time by notice given
as provided above; provided, however, that any such notice of change
of address shall be effective only upon receipt. All notices,
requests or instructions given in accordance herewith shall be deemed
received on the date of delivery, if hand delivered or telecopied, and
two business days after the date of mailing, if mailed.

15. Arbitration. Any controversy or claim arising out of
-----------
or relating to this Agreement, or any breach hereof, shall, except as
provided in paragraph 9 hereof, be settled by arbitration in
accordance with the rules and procedures of the American Arbitration
Association then in effect and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
The arbitration shall be held in San Francisco, California.

16. Severability. Should any provision of this Agreement
------------
be held by a court of competent jurisdiction to be enforceable only if
modified, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding
upon the parties hereto with any such modification to become a part
hereof and treated as though originally set forth in this Agreement.
The parties further agree that any such court is expressly authorized
to modify any such unenforceable provision of this Agreement in lieu
of severing such unenforceable provision from this Agreement in its
entirety, whether by rewriting the offending provision, deleting

<PAGE>

any or all of the offending provision, adding additional language to
this Agreement, or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as
embodied herein to the maximum extent permitted by law. The parties
expressly agree that this Agreement as so modified by the court shall
be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be
invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions
hereof, and if such provision or provisions are not modified as
provided above, this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been set forth herein.

17. Withholding. Anything to the contrary notwithstanding,
-----------
all payments required to be made by the company hereunder to the
Employee or his beneficiaries, including his estate, shall be subject
to withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law
or regulation. In lieu of withholding such amounts, in whole or in
part, the Company, may, in its sole discretion, accept other provision
for payment of taxes as permitted by law, provided it is satisfied in
its sole discretion that all requirements of law affecting its
responsibilities to withhold such taxes have been satisfied.

18. Survivorship. The respective rights and obligations of
------------
the parties hereunder shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such rights
and obligations.

19. Expenses. Each of the parties hereto shall bear his or
--------
its own costs and expenses, including attorneys fees and
disbursements, incurred in connection with this Agreement and the
transactions contemplated hereby.

20. Titles. Titles of the sections of this Agreement are
------
intended solely for convenience and no provision of this Agreement is
to be construed by reference to the title of any section.

21. Attorneys Fees and Costs. In the event of any
-------------------------
litigation or arbitration arising out of or in connection with the
matters subject of this Agreement, then the most prevailing party
shall be entitled to the costs and expenses incurred in connection
with such litigation or arbitration, including reasonable attorneys
fees.

<PAGE>

22. Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

DOLLAR FINANCIAL GROUP, INC.

By_________________________
Name:
Title:

___________________________
Thomas L. Leonard

NYFS06...:\47\41847\0008\1710\AGRD146I.090

EXHIBIT 10.10
<PAGE>

STOCK PURCHASE AGREEMENT

BY AND AMONG

DOLLAR FINANCIAL GROUP, INC.,
as Purchaser,

MANOR INVESTMENT CO., INC.

AND

LYNN D. CONLEY and PAUL W. CONLEY,
Individually and as Trustees of the Manor Investment
Company, Inc. Profit Sharing Plan & Trust,
as Shareholders

Dated as of October 22, 1996

<PAGE>

TABLE OF CONTENTS

Section Page
------- ----

ARTICLE I

SALE AND PURCHASE OF SHARES

1.1 Sale and Purchase of Shares . . . . . . . . . . . . . 2
1.2 Assets . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Redemption of Shares . . . . . . . . . . . . . . . . 3
1.4 Working Capital Calculation . . . . . . . . . . . . . 4

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price . . . . . . . . . . . . . . 5
2.2 Payment of Purchase Price . . . . . . . . . . . . . . 5
2.3 Certification of Amount of Cash on Hand . . . . . . . 6
2.4 Lease Consent Escrow . . . . . . . . . . . . . . . . 7

ARTICLE III

CLOSING AND TERMINATION

3.1 Closing Date . . . . . . . . . . . . . . . . . . . . 7
3.2 Termination of Agreement . . . . . . . . . . . . . . 8
3.3 Procedure Upon Termination . . . . . . . . . . . . . 8
3.4 Effect of Termination . . . . . . . . . . . . . . . . 8

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

4.1 Organization and Good Standing . . . . . . . . . . . 9
4.2 Authorization of Agreement . . . . . . . . . . . . . 9
4.3 Capitalization . . . . . . . . . . . . . . . . . . . 10
4.4 Subsidiaries and Other Interests . . . . . . . . . . 10
4.5 Corporate Records . . . . . . . . . . . . . . . . . . 10
4.6 Conflicts; Consents of Third Parties . . . . . . . . 10
4.7 Ownership . . . . . . . . . . . . . . . . . . . . . . 11
4.8 Financial Statements . . . . . . . . . . . . . . . . 11
4.9 No Undisclosed Liabilities . . . . . . . . . . . . . 11
4.10 Absence of Certain Developments . . . . . . . . . . . 12
4.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . 14
4.12 Real Property . . . . . . . . . . . . . . . . . . . . 15
4.13 Tangible Personal Property . . . . . . . . . . . . . 17
4.14 Intangible Property . . . . . . . . . . . . . . . . . 18

<PAGE>

Section Page
------- ----

4.15 Material Contracts. . . . . . . . . . . . . . . . . . 18
4.16 Employee Benefits . . . . . . . . . . . . . . . . . . 19
4.17 Labor . . . . . . . . . . . . . . . . . . . . . . . . 20
4.18 Litigation . . . . . . . . . . . . . . . . . . . . . 20
4.19 Compliance with Laws . . . . . . . . . . . . . . . . 21
4.20 Environmental Matters . . . . . . . . . . . . . . . . 21
4.21 Insurance . . . . . . . . . . . . . . . . . . . . . . 22
4.22 Payables . . . . . . . . . . . . . . . . . . . . . . 22
4.23 Related Party Transactions . . . . . . . . . . . . . 22
4.24 ADA Matters . . . . . . . . . . . . . . . . . . . . . 23
4.25 Banks . . . . . . . . . . . . . . . . . . . . . . . . 23
4.26 No Misrepresentation . . . . . . . . . . . . . . . . 23
4.27 Financial Advisors . . . . . . . . . . . . . . . . . 23
4.28 The Company s Solvency and Obligations . . . . . . . 23
4.29 Name . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

5.1 Organization and Good Standing . . . . . . . . . . . 24
5.2 Authorization of Agreement . . . . . . . . . . . . . 24
5.3 Conflicts: Consents of Third Parties . . . . . . . . 25
5.4 Litigation . . . . . . . . . . . . . . . . . . . . . 25
5.5 Financial Advisors . . . . . . . . . . . . . . . . . 25
5.6 Purchaser s Solvency and Obligations . . . . . . . . 26
5.7 Purchaser s Group Medical Plans . . . . . . . . . . . 26

ARTICLE VI

COVENANTS

6.1 Effect of Investigation . . . . . . . . . . . . . . . 27
6.2 Conduct of the Business Pending Closing . . . . . . . 27
6.3 Consents . . . . . . . . . . . . . . . . . . . . . . 28
6.4 Consents to Real Property Leases . . . . . . . . . . 29
6.5 No Solicitation . . . . . . . . . . . . . . . . . . . 29
6.6 Preservation of Records . . . . . . . . . . . . . . . 29
6.7 Publicity . . . . . . . . . . . . . . . . . . . . . . 30
6.8 Use of Name . . . . . . . . . . . . . . . . . . . . . 30
6.9 Environmental Matters . . . . . . . . . . . . . . . . 30
6.10 Noncompetition Agreements . . . . . . . . . . . . . . 31
6.11 Repayment of Loans; Turn Over of Funds . . . . . . . 31
6.12 Employee Benefits and Employment . . . . . . . . . . 32
6.13 Tax Matters . . . . . . . . . . . . . . . . . . . . . 32

<PAGE>

Section Page
------- ----

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of Purchaser . . 35
7.2 Conditions Precedent to Obligations of the
Shareholders . . . . . . . . . . . . . . . . . . . 37

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by the Shareholders . . . . 38
8.2 Documents to be Delivered by the Purchaser . . . . . 39

ARTICLE IX

INDEMNIFICATION

9.1 Survival . . . . . . . . . . . . . . . . . . . . . . 40
9.2 General Indemnification . . . . . . . . . . . . . . . 40
9.3 Limitations on Indemnification for Breaches of
Representations and Warranties . . . . . . . . . . 42
9.4 Indemnification Procedures . . . . . . . . . . . . . . 43
9.5 Tax Matters . . . . . . . . . . . . . . . . . . . . . 45
9.6 Employee Benefits and Labor Indemnity . . . . . . . . 45
9.7 Treatment of Payment . . . . . . . . . . . . . . . . 46
9.8 Waiver of Subrogation and Other Rights . . . . . . . 46

ARTICLE X

MISCELLANEOUS

10.1 Certain Definitions . . . . . . . . . . . . . . . . . 46
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . 51
10.3 Specific Performance . . . . . . . . . . . . . . . . 51
10.4 Further Assurances . . . . . . . . . . . . . . . . . 52
10.5 Arbitration . . . . . . . . . . . . . . . . . . . . . 52
10.6 Entire Agreement; Amendments and Waivers . . . . . . 52
10.7 Governing Law . . . . . . . . . . . . . . . . . . . . 53
10.8 Table of Contents and Headings . . . . . . . . . . . 53
10.9 Notices . . . . . . . . . . . . . . . . . . . . . . . 53
10.10 Severability . . . . . . . . . . . . . . . . . . . . 54
10.11 Binding Effect: Assignment . . . . . . . . . . . . . 54
10.12 Counterparts . . . . . . . . . . . . . . . . . . . . 55

<PAGE>

Schedules and Exhibits

Schedule I - List of Stores
Schedule 1.3 - Excluded Assets
Schedule 1.4(b) - Agreed Prepaid Expenses
Schedule 2.2(b) - Food Stamp Contracts
Schedule 4.4 - Subsidiaries and Other Interests
Schedule 4.6 - Conflicts
Schedule 4.9 - Undisclosed Liabilities
Schedule 4.10 - Certain Developments
Schedule 4.12(a)(1) - List of Company Properties
Schedule 4.12(a)(2) - Compliance Exceptions
Schedule 4.12(a)(3) - Property Contracts
Schedule 4.13 - Personal Property Leases
Schedule 4.14 - Intangibles
Schedule 4.15 - Material Contracts
Schedule 4.16(a) - Employee Benefits
Schedule 4.18 - Litigation
Schedule 4.19 - License Revocation Proceedings
Schedule 4.20 - Environmental
Schedule 4.21 - Insurance
Schedule 4.23 - Related Party Transactions
Schedule 4.25 - Bank Accounts
Schedule 4.27 - Financial Advisors
Schedule 5.3 - Conflicts/Consents
Schedule 6.13 - Allocation of Purchase Price

Exhibit A - Form of Noncompetition Agreement
Exhibit B - Form of Legal Opinion (Seller)
Exhibit C - Form of Legal Opinion (Buyer)

<PAGE>

STOCK PURCHASE AGREEMENT
------------------------

THIS STOCK PURCHASE AGREEMENT, dated as of October 22, 1996 (the
"Agreement"), by and among Dollar Financial Group, Inc., a New York
corporation ("Purchaser"), Manor Investment Co., Inc., a California
corporation doing business as "C&C Check Cashing" (the "Company"), and Lynn
D. Conley and Paul W. Conley, individually and as Trustees under the Manor
Investment Company, Inc. Profit Sharing Plan & Trust (each, a "Shareholder"
and together, the "Shareholders").

W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company presently owns and operates those
twenty-three (23) check cashing stores located in the State of California
as listed on Schedule I (collectively, the "Stores");

WHEREAS, the Shareholders individually own an aggregate of three
hundred twenty (320) shares of the Common Stock, par value One Hundred
Dollars ($100.00) per share ("Common Stock"), of the Company, and in their
capacity as trustees six thousand nine hundred twenty (6,920) shares of the
preferred stock, par value One Hundred Dollars ($100.00) per share
("Preferred Stock"), of the Company, which constitute all of the issued and
outstanding capital stock of the Company and which shares of Common Stock
and Preferred Stock owned by the Shareholders are hereinafter referred to
as the "Shares";

WHEREAS, the Shareholders desire to sell fifty (50) shares of
Common Stock to the Company, and the Company desires to redeem such shares
(the "Redeemed Shares") immediately prior to the Closing described herein;

WHEREAS, Purchaser desires to purchase from the Shareholders and
Shareholders desire to sell to Purchaser the Preferred Stock and the
balance of the Common Stock (collectively, the "Purchased Shares") for the
purchase price and upon the terms and conditions hereinafter set forth;

WHEREAS, Purchaser desires that, effective upon the Closing Date,
each of the Shareholders will agree not to compete with the Company,
Purchaser or any of its affiliates pursuant to a Noncompetition Agreement
to be entered into on the Closing Date in the form set forth on Exhibit A
hereto; and

WHEREAS, certain terms used in this Agreement are defined in
Section 10.1;

<PAGE>

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

1.1 Sale and Purchase of Shares. Upon the terms and
---------------------------
subject to the conditions contained herein, on the Closing Date (i) the
Shareholders shall sell, assign, transfer, convey and deliver to the
Purchaser good and marketable title, free and clear of all Liens, and (ii)
the Purchaser shall purchase from the Shareholders, the Purchased Shares.

In addition, each of the Shareholders agrees to provide, or cause
to be provided, to Purchaser and the Company access to all documents and/or
information as may be reasonably necessary to enable Purchaser to see to
the efficient and proper conduct and administration of the assets owned by
the Company (the "Assets") from and after the Closing Date, including,
without limitation, all historical files, Tax Returns, records and
personnel data.

1.2 Assets. Without limiting the foregoing, the Company
------
agrees that, at the time of Closing, all of the properties, business,
rights, good-will and assets of the Company (including all properties,
business, rights, good-will and assets used or useable in the operation of
the Stores), other than the Excluded Assets, including, but not limited to,
the following, shall be owned by the Company, free and clear of all Liens,
except for the Permitted Exceptions:

(a) Licenses and Authorizations. All authorizations,
---------------------------
approvals, orders, licenses, franchises, certificates and permits
(collectively, "Licenses") of and from all Governmental Bodies necessary to
own or lease the properties and assets used or useable in the operation of
the Company, together with any renewals, extensions or modifications
thereof and additions thereto and other pending applications or
applications filed with any Governmental Body.

(b) Personal Property, etc. All tangible and
----------------------
intangible personal property, equipment, machinery, furniture, fixtures,
tools, computer hardware, supplies and other assets, wherever located, used
or useable in the operation of the Company.

<PAGE>

(c) Real Property. The interest of the Company in and
-------------
to all leased real property, buildings and structures, leasehold
improvements, fixtures and appurtenances used or useable in the operation
of the Company (including all Company Properties) and the Company s
interests and rights arising under all agreements, rights and appurtenances
relating thereto (including all Real Property Leases) and any renewals,
extensions, amendments or modifications thereof.

(d) Leases and Agreements. The rights of the Company
---------------------
arising under all contracts and agreements to which it is a party,
including any renewals, extensions, amendments or modifications thereof
other than contracts and agreements which will, in accordance with this
Agreement, terminate before Closing.

(e) Intellectual Property, etc. All copyrights,
--------------------------
trademarks, service marks, trade secret rights, computer programs and
software, permits, licenses or other similar rights used or useable in the
operation of the Stores, including, specifically, the trade names
enumerated on Schedule 4.14 hereof, as well as all other copyrights,
trademarks, service marks, trade secret rights, computer programs and
software (including without limitation all point-of-sale ("POS") software
developed and/or owned by the Company), permits, licenses or other similar
rights utilized in the operation of the Company.

(f) Books and Records. All books, records and files
-----------------
pertaining to the business conducted by the Company for all periods ending
on or before the Closing Date, including the Company s minute books and
stock register.

(g) Prepaid Expenses. Security deposits and other
----------------
prepaid expenses of the Company relating to the operation or ownership of
the Company, including, but not limited to, Taxes, rent, licenses, postage
and any other prepaid assets or deposits relating to the operation or
ownership of the Stores.

(h) Customer Lists. Customer lists, vendor lists and
--------------
other intangible assets of the Company.

(i) Cash on Hand. All Cash on Hand.
------------

1.3 Redemption of Shares.
--------------------
(a) Immediately prior to the Closing, the holders of the
Common Stock shall surrender to the Company for redemption fifty (50)
issued and outstanding shares of Common Stock (the

<PAGE>

"Redeemed Shares"), free and clear of all Liens, so that after such
redemption, the two hundred seventy (270) shares of Common Stock of the
Company sold to the Purchaser shall constitute all of the then outstanding
Common Stock of the Company.

(b) In exchange for the shares redeemed under Paragraph (a)
immediately above, immediately prior to the Closing the company shall
distribute to the holders of the Common Stock the assets described in
Schedule 1.3 hereof (the "Excluded Assets").

(c) Solely as an accommodation to the Shareholders,
Purchaser shall, during the one hundred fifty (150) day period following
the Closing Date, collect the pawn loans, manage the pawn collateral and
market the related inventory included in the Excluded Assets. Purchaser
will remit to the Shareholders any amounts so collected (net of expenses,
including reasonable attorneys fees); provided that (i) the Shareholders
shall promptly pay the Purchaser
--------
(or Purchaser may retain from such proceeds) an amount equal to ten percent
(10%) of all amounts collected, (ii) Purchaser shall not be obligated to
institute litigation or any proceedings to collect such amounts and (iii)
the Shareholders shall reimburse Purchaser immediately upon demand for any
and all expenses of Purchaser (including, without limitation, reasonable
attorneys fees and expenses) to the extent Purchaser shall not therefore
have reimbursed itself out of amounts collected by Purchaser as described
above. Purchaser shall have no affirmative duty to collect any such loans
or market any such items of personal property

1.4 Working Capital Calculation.
---------------------------
(a) On or prior to the Closing Date, the Shareholders shall
prepare and deliver to Purchaser an estimate of the Company s working
capital as of the end on the calendar month prior to the Closing Date, to
be derived from the financial information set forth on the balance sheet
prepared by the Company for the end of such month, substantially in the
form of Exhibit 1.4(a) hereto (the "Estimated Working Capital").

(b) Within fifteen (15) days after the Closing Date, the
Shareholders shall prepare and deliver to Purchaser a definitive
calculation of the working capital of the Company as of the Closing Date
substantially in the form of Exhibit 1.4(b) hereto (the "Actual Working
Capital"). To the extent that the Actual Working Capital exceeds the
Estimated Working Capital, Purchaser shall promptly pay such additional
amount to the Shareholders, which amount shall be an adjustment to the
Purchase

<PAGE>

Price. To the extent that the Estimated Working Capital exceeds the Actual
Working Capital, the Shareholders shall be jointly and severally liable to
promptly pay such additional amount to Purchaser, which amount shall be an
adjustment to the Purchase Price. In the event that either party gives the
other written notice that a dispute exists with respect to the calculation
of Estimated Working Capital or Actual Working Capital, and such dispute is
not resolved within twenty (20) days after the other party receives a copy
of such notice of dispute, either party may submit such dispute to
arbitration in the San Francisco, California metropolitan area for final
resolution in accordance with the commercial arbitration rules of the
American Arbitration Association then in effect. The determination of such
arbitrators shall be final and binding upon the parties hereto, and the
fees of such arbitrators in connection with the determination shall be paid
by the party against whom the award was made, or if a compromise was made,
shared equally.

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price. The purchase price for the
------------------------
Purchased Shares (the "Purchase Price") shall be an amount equal to the sum
of (i) Four Million Three Hundred Thousand Dollars ($4,300,000) plus (ii)
the Actual Working Capital minus (iii) the Working Capital Adjustment.

2.2 Payment of Purchase Price. The Purchaser shall pay the
-------------------------
Purchase Price as follows:

(a) On the Closing Date, the Purchaser shall pay to Lynn D.
Conley and Paul W. Conley, as Trustees of the Manor Investment Company
Profit Sharing Plan & Trust (the "Trustees") an amount of Six Hundred
Ninety Two Thousand Dollars ($692,000) and to Lynn D. Conley and Paul W.
Conley (the "Common Shareholders") an amount equal to the difference
between the Closing Payment and Six Hundred Ninety Two Thousand Dollars
($692,000). All such payments of cash shall be made by certified or bank
cashier s check in New York Clearing House Funds, payable to the order of
the Trustees or the Common Shareholders (or, at the Shareholders option, by
wire transfer of immediately available funds into an account or accounts
designated by the Shareholders).

(b) Purchaser shall pay to the Shareholders an amount
of Three Hundred Thousand Dollars ($300,000), in three (3)

<PAGE>

equal annual installments of One Hundred Thousand Dollars ($100,000) each
(each, an "Annual Payment"), on December 15 of each year commencing
December 15, 1997, by certified or bank cashier s check in New York
Clearing House Funds, payable to the order of the Common Shareholders (or,
at the Common Shareholders option, by wire transfer of immediately
available funds into an account designated by the Common Shareholders);
provided that if the gross amount of all fees
--------
paid to the Company (the "Food Stamp Fees") under the food stamp contracts
listed on Schedule 2.2(b) hereof or subsequent contracts with the counties
listed on Schedule 2.2(b) (the "Food Stamp Contracts") does not exceed One
Million Dollars ($1,000,000) (the "Food Stamp Target") for a Target Period
(as defined below), the Annual Payment with respect to such Target Period
shall be reduced by a percentage equal to the percentage of the Food Stamp
Target represented by the difference between the Food Stamp Target and the
amount of Food Stamp Fees earned during such Target Period from such Food
Stamp Contracts; provided, further, that if a Food Stamp Contract
-------- -------
or Contracts should be terminated as a result of a rebidding process or as
a result of a default in the performance thereunder by Purchaser, the Food
Stamp Target shall be reduced by the monthly average amount of Food Stamp
Fees earned from such terminated Food Stamp Contract or Contracts during
the last 12 full calendar months of operation thereunder, (x) for the
Target Period in which any such Food Stamp Contract is terminated,
multiplied by the number of full calendar months remaining in such Target
Period and (y) for each subsequent Target Period, multiplied by 12;
provided, further, that if
-------- -------
a Food Stamp Contract or Contracts should be terminated as a result of a
decision by a contracting agency (an "Agency Decision") to (i) eliminate
food stamp benefits; (ii) elect to distribute food stamp benefits on an
"in-house" basis; or (iii) alter the manner in which food stamps are
distributed as to eliminate check cashing stores such as the Stores as a
viable distribution alternative, the Food Stamp Target shall not be reduced
as a result of such termination resulting from any Agency Decision.

For purposes of this Section 2.2(b), a "Target Period" shall be
the twelve (12) month period commencing on the first day of the month
following the Closing Date and ending on the first anniversary of the first
day of the month following the Closing Date, and each of the two successive
twelve (12) month periods commencing on the first and second anniversaries
of the first day of the month following the Closing Date, respectively, and
ending on the next anniversary thereof.

2.3 Certification of Amount of Cash on Hand. On the
---------------------------------------
Closing Date, the Company shall (i) determine the amount of

<PAGE>

(x)foreign cash in the Stores, and (y) U.S. cash in the Stores as of the
opening of business on the Closing Date at each of the Stores, (ii) in
cooperation with the Purchaser, calculate the value of the foreign cash in
the stores in U.S. currency based upon the spot price as published in The
Wall Street Journal on such date or, if not published on such date, on the
next preceding date on which it was published. The Company shall determine
the U.S. cash in the stores and foreign cash in the stores by having two
employees at each Store count all U.S. cash in the stores and foreign cash
in the stores as of the opening of business at such Store on the Closing
Date and transmit such total to an officer of the Company. Such officer
will tally all such amounts and deliver the statement referred to in clause
(ii) above.

2.4 Lease Consent Escrow. Notwithstanding the provisions
--------------------
of Sections 2.2(a), in the event that on the Closing Date the condition set
forth in Section 7.1(j) and the Minimum Lease Condition shall not have been
satisfied, and notwithstanding such circumstance Purchaser shall elect to
proceed with the Closing, the Purchaser may place into escrow (with an
escrow agent and pursuant to a written escrow agreement containing terms
and provisions reasonably satisfactory to the parties and their respective
counsel) an amount of Two Hundred Thousand Dollars ($200,000) (the "Lease
Escrow Funds") and pay to the Common Shareholders at the Closing an amount
equal to the Closing Payment minus Eight Hundred Ninety-Two Thousand
Dollars ($892,000). The Lease Escrow Funds shall be released to the Common
Shareholders upon the satisfaction of the Minimum Lease Condition;
provided, that if on January 1, 1997, the Minimum Lease Condition shall not
have been satisfied, the Lease Escrow Funds shall immediately be returned
to Purchaser, the Shareholders shall have no further right to the Lease
Escrow Funds and the Purchase Price shall be reduced accordingly.

ARTICLE III

CLOSING AND TERMINATION

<PAGE>

such other place as the Shareholders and Purchaser may jointly
designate in writing. The date on which the Closing shall be held is
referred to in this Agreement as the "Closing Date."

3.2 Termination of Agreement. This Agreement may be
------------------------
terminated prior to the Closing as follows:

(a) At the election of either the Shareholders or Purchaser
on or after November 30, 1996, if the Closing shall not have occurred by
the close of business on such date, provided that the terminating party is
not in breach of this Agreement or otherwise in default of any of its
obligations hereunder;

(b) by mutual written consent of the Shareholders and
Purchaser; or

(c) by the Shareholders or Purchaser if there shall be in
effect a final nonappealable Order of a Governmental Body of competent
jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby.

3.3 Procedure Upon Termination. In the event of
--------------------------
termination of this Agreement pursuant to Section 3.2 hereof, written
notice thereof shall forthwith be given by the terminating party to the
other party or parties, and this Agreement shall terminate, and the
purchase of the Shares hereunder shall be abandoned, without further action
by the Purchaser or the Shareholders. If this Agreement is terminated as
provided herein, each party shall redeliver all documents, work papers and
other material of any other party relating to the transactions contemplated
hereby, whether so obtained before or after the execution hereof, to the
party furnishing the same and shall keep confidential and not use any of
the information contained in such documents, work papers and other
materials.

3.4 Effect of Termination. In the event that this
---------------------
Agreement is validly terminated as provided herein, then the parties shall
be relieved of their duties and obligations arising under this Agreement
after the date of such termination and such termination shall be without
liability to the Purchaser, the Company or any Shareholder; provided,
however, that (a) nothing in this Section 3.4
-------- -------
shall relieve any party hereto of any liability for a breach of this
Agreement and (b) if the Purchaser terminates this Agreement because the
condition in Section 7.1(o) shall not have been satisfied, then Purchaser
shall immediately reimburse Shareholders for all reasonable fees of
attorneys, accountants, plan administrators and other advisors incurred by

<PAGE>

the Shareholders, the Company or any Employee Benefit Plan in connection
with the negotiation, drafting or anticipated closing of the transactions
contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

The Shareholders hereby jointly and severally represent and
warrant to Purchaser as follows:

4.1 Organization and Good Standing. The Company is a
------------------------------
corporation duly organized, validly existing and in good standing under the
laws of California and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as now
conducted. The Company does business in no other jurisdiction.

4.2 Authorization of Agreement. The Company and each other
--------------------------
party hereto (other than Purchaser) has all requisite power, authority and
legal capacity to execute and deliver this Agreement, the Noncompetition
Agreement and each other agreement, document, or instrument or certificate
contemplated by this Agreement or to be executed by such Person in
connection with the consummation of the transactions contemplated by this
Agreement (collectively, the "the Company Documents"), and to consummate
the transactions contemplated hereby and thereby. This Agreement and each
of the Company Documents have been duly and validly executed and delivered
by the Company and each other party thereto (other than Purchaser) and
(assuming the due authorization, execution and delivery by Purchaser if a
party thereto) this Agreement and each of the Company Documents constitute
the legal, valid and binding obligations of the Company and each other
party thereto (other than Purchaser), enforceable against such Person in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

<PAGE>

4.3 Capitalization.
--------------
(a) The authorized capital stock of the Company consists of
ten thousand (10,000) shares of Common Stock, and ten thousand (10,000)
shares of Preferred Stock. There are three hundred twenty (320) shares of
Common Stock issued and outstanding and six thousand nine hundred twenty
(6,920) shares of Preferred Stock issued and outstanding. All of the issued
and outstanding shares of Common Stock are owned, beneficially and of
record, by Lynn D. Conley and Paul W. Conley (the "Common Shareholders")
individually. All of the issued and outstanding shares of Preferred Stock
are owned, of record, by Lynn D. Conley and Paul W. Conley, as Trustees of
the Manor Investment Company, Inc. Profit Sharing Plan & Trust (the
"Preferred Shareholders").

4.4 Subsidiaries and Other Interests. Except as set forth
--------------------------------
on Schedule 4.4, the Company does not have any Subsidiaries and does not
own any equity interests in any Person.

4.5 Corporate Records. The Company has delivered to the
-----------------
Purchaser true, correct and complete copies of the articles of
incorporation (certified by the Secretary of State of California) and
by-laws (certified by the secretary, assistant secretary or other
appropriate officer) of the Company.

4.6 Conflicts; Consents of Third Parties.
------------------------------------
(a) None of the execution and delivery by the Company or the
Shareholder of this Agreement and the Company Documents, the consummation
by each of the Company and the Shareholder of the transactions contemplated
hereby and thereby, or compliance by the Company or the Shareholder with
any of the provisions hereof or thereof will, except as set forth on
Schedule 4.6, (i) conflict with, or result in the breach of, any provision
of the articles of incorporation or by-laws of the Company; (ii) conflict
with, violate, result in the breach or termination of, constitute a default
under, or give rise to any right of acceleration under, any note, bond,
mortgage, deed of trust, indenture, license, lease, agreement or other
instrument or obligation to which the Company or the Shareholder is a party
or by which any of them or any of their respective properties or assets is
bound; (iii) violate any material statute, rule, regulation, judgment or
Order of any Governmental Body by which the Company or the Shareholder is
bound; or (iv) result in the creation of any Lien upon the properties or
assets of the Company or the Shareholder.

<PAGE>

(b) Except as set forth on Schedule 4.6, no material
consent, waiver, approval, Order, Permit or authorization of, or
declaration or filing with or notification to, any Person or Governmental
Body is required on the part of the Company or the Shareholder in
connection with the execution and delivery of this Agreement or the Company
Documents, or the compliance by the Company or the Shareholder, as the case
may be, with any of the provisions hereof or thereof.

4.7 Ownership. The Company is the owner of all the Assets,
---------
free and clear of any and all Liens (other than Permitted Exceptions).

4.8 Financial Statements. The Company has delivered to the
--------------------
Purchaser copies of (i) the reviewed balance sheets of the Company as of
June 30, 1993, 1994 and 1995 and the related reviewed statements of income
and of cash flows of the Company for the years then ended and (ii) the
audited consolidated balance sheet of the Company as of June 30, 1996 and
the related audited statements of income and cash flows of the Company for
the period then ended (such audited and reviewed statements, including the
related notes and schedules thereto, are referred to herein as the
"Financial Statements"). Each of the Financial Statements is complete and
correct in all material respects, has been prepared in accordance with GAAP
(subject to normal year-end adjustments in the case of the unaudited
statements) and in conformity with the practices consistently applied by
the Company without modification of the accounting principles used in the
preparation thereof, and presents fairly in accordance with GAAP the
financial position, results of operations and cash flows of the Company as
at the dates and for the periods indicated.

For the purposes hereof, the audited balance sheet of the Company
as of June 30, 1996 is referred to as the "Balance Sheet" and June 30, 1996
is referred to as the "Balance Sheet Date".

4.9 No Undisclosed Liabilities. Except as set forth on
--------------------------
Schedule 4.9, the Company has no indebtedness, obligations or liabilities
of any kind (whether absolute, contingent or otherwise, and whether due or
to become due) which are not reflected on the Balance Sheet other than such
indebtedness, obligations or liabilities (i) as were incurred in the
ordinary and usual course of business consistent with its past practices
since the Balance Sheet Date, (ii) existing pursuant to any contract or
agreement disclosed on Schedules 4.12(a)(1), 4.12(a)(3), 4.13 or 4.15 (or
any contract or agreement not required to be disclosed thereon because such
contract or

<PAGE>

agreement was not of the type required to be disclosed thereon) or (iii)
which will be repaid or discharged prior to the Closing.

4.10 Absence of Certain Developments. Except as expressly
-------------------------------
required by this Agreement or as set forth on Schedule 4.10, since the
Balance Sheet Date:

(i) there has not been any Material Adverse Change nor,
to the Knowledge of the Company, has there occurred any event which is
reasonably likely to result in a Material Adverse Change;

(ii) there has not been any damage, destruction or loss,
whether or not covered by insurance, with respect to the property and
assets of the Company having a replacement cost of more than Ten Thousand
Dollars ($10,000) for any single loss or Twenty-Five Thousand Dollars
($25,000) for all such losses;

(iii) there has not been any declaration, setting aside
or payment of any dividend or other distribution in respect of any shares
of capital stock of the Company or any repurchase, redemption or other
acquisition by the Company of any outstanding shares of capital stock or
other securities of, or other ownership interest in, the Company;

(iv) the Company has not awarded or paid any bonuses to
employees of the Company with respect to the fiscal year ended June 30,
1996, or entered into any employment, deferred compensation, severance or
similar agreement (nor amended any such agreement) or agreed to increase
the compensation payable or to become payable by it to any of the Company s
directors, officers, employees, agents or representatives or increased or
agreed to increase the coverage or benefits available under any severance
pay, termination pay, vacation pay, company awards, salary continuation for
disability, sick leave, deferred compensation, bonus or other incentive
compensation, insurance, pension or other employee benefit plan, payment or
arrangement made to, for or with such directors, officers, employees,
agents or representatives (other than normal increases in the ordinary
course of business consistent with past practice and that in the aggregate
have not resulted in a material increase in the benefits or compensation
expense of the Company, including coverage or contributions required or
permitted under the terms of any Employee Benefit Plan or required under
any applicable law, rule or regulation);

<PAGE>

(v) there has not been any change by the Company
in accounting or Tax reporting principles, methods or policies;

(vi) the Company has not entered into any transaction or
Contract or conducted its business other than in the ordinary course
consistent with past practice;

(vii) the Company has not failed to promptly pay and
discharge current liabilities except where disputed in good faith by
appropriate proceedings;

(viii) other than in the ordinary course consistent with
past practice, the Company has not made any loans, advances or capital
contributions to, or investments in, any Person, or paid any fees or
expenses to any Affiliate of the Company;

(ix) the Company has not mortgaged, pledged or subjected
to any Lien any of its assets, or acquired any assets or sold, assigned,
transferred, conveyed, leased or otherwise disposed of any assets, except
for assets acquired or sold, assigned, transferred, conveyed, leased or
otherwise disposed of in the ordinary course of business consistent with
past practice;

(x) the Company has not discharged or satisfied any
Lien, or paid any obligation or liability (fixed or contingent), except in
the ordinary course of business consistent with past practice and which, in
the aggregate, would not be material to the Company or which is permitted
or required under the terms of any Employee Benefit Plan or required under
any applicable law, rule, or regulation and which in the aggregate would
not be material to the Company;

(xi) the Company has not canceled or compromised any
debt or claim or amended, canceled, terminated, relinquished, waived or
released any Contract or right except in the ordinary course of business
consistent with past practice and which, in the aggregate, would not be
material to the Company;

(xii) the Company has not made or committed to make any
capital expenditures or capital additions or betterments in excess of Ten
Thousand Dollars ($10,000) individually or Twenty-Five Thousand
Dollars ($25,000) in the aggregate;

(xiii) the Company has not entered into any
transaction, arrangement or agreement with any of its Affiliates;

<PAGE>

(xiv) the Company has not instituted or settled any
material Legal Proceeding; and

(xv) the Company has not agreed to do anything set
forth in this Section 4.10.

4.11 Taxes.
-----
(a) All Tax Returns required to be filed by or with respect
to the Company or its assets have been properly prepared and duly and
timely filed with the appropriate taxing authorities in all jurisdictions
in which such Tax Returns are required to be filed, and all such Tax
Returns are true, complete and correct in all material respects. The
Company has duly and timely paid all Taxes that are due, or claimed or
asserted by any taxing authority to be due, from or with respect to it for
periods covered by such Tax Returns. With respect to any period for which
Tax Returns have not yet been filed, or for which Taxes are not due or
owing, the Company has made sufficient current accruals for such Taxes in
its Financial Statements as of June 30, 1996.

(b) The Company has duly and timely withheld from employee
salaries, wages and other compensation and has paid over to the appropriate
taxing authorities all amounts required to be so withheld and paid over for
all periods under all applicable laws.

(c) There are no outstanding agreements, waivers or
arrangements extending the statutory period of limitation applicable to any
claim for, or the period for the collection or assessment of, Taxes due
from or with respect to the Company for any taxable period.

(d) All deficiencies asserted or assessments made as a
result of any examinations by the Internal Revenue Service or any other
taxing authority of the Tax Returns of or covering or including the Company
have been fully paid, and there are no other audits or investigations by
any taxing authority in progress, nor has the Company received any notice
from any taxing authority that it intends to conduct such an audit or
investigation.

(e) Neither of the Shareholders is a foreign person
within the meaning of Section 1445 of the Code.

(f) No claim has been made by a taxing authority in a
jurisdiction where the Company does not file Tax Returns

<PAGE>

such that it is or may be subject to taxation by that jurisdiction.

(g) No property owned on the Closing Date by the Company
will be required to be treated as being (i) owned by another Person
pursuant to the provisions of Section 168(f)(8) of the Internal Revenue
Code of 1954, as amended and in effect immediately prior to the enactment
of the Tax Reform Act of 1986 or (ii) tax-exempt use property within the
meaning of Section 168(h)(1) of the Code.

(h) No property owned on the Closing Date by the Company is
subject to a Section 467 rental agreement.

(i) The Company is not a party to any tax sharing or similar
agreement or arrangement (whether or not written) pursuant to which it will
have any obligation to make any payments after the Closing.

(j) The performance of the transactions contemplated by this
Agreement will not (either alone or upon the occurrence of any additional
or subsequent event) result in any payment that would constitute an "excess
parachute payment" within the meaning of Section 280G of the Code.

(k) There are no liens with respect to Taxes upon any of the
assets of the Company, other than Permitted Exceptions.

(l) The Company has never been a member of an affiliated
group of corporations filing a consolidated, combined or unitary Tax
Return.

4.12 Real Property.
-------------
(a) Schedule 4.12(a)(1) sets forth a complete list of all
real property and interests in real property leased by the Company
(individually, a "Real Property Lease" and the real properties specified in
such leases being referred to herein individually as a "Company Property"
and collectively as the "Company Properties") as lessee or lessor. The
Company Property constitutes all interests in real property currently used
or currently held for use in connection with the business of the Stores and
which are necessary for the continued operation of the business of the
Stores as the business is currently conducted. Except as set forth on
Schedule 4.12(a)(2), to the best of the Company s and/or the Shareholder s
knowledge, the premises leased pursuant to the Real Property Leases comply
with all building,

<PAGE>

fire, zoning and other ordinances and regulations applicable thereto. The
Company has paid all rent, additional rent and/or other charges reserved
and payable under each of the Real Property Leases to the extent so payable
as of the date hereof. The Company has a valid and enforceable leasehold
interest under each of the Real Property Leases, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity); the Company has
not caused an event of default or received any written notice of any
default or event that with notice or lapse of time, or both, would
constitute a default by the Company under any of the Real Property Leases;
and none of the landlords in respect of the Real Property Leases has caused
an event of default that with notice or lapse of time, or both, would
constitute a default by any one of such landlords under any of the Real
Property Leases. Except as set forth on Schedule 4.12(a)(3), there is no
management agreement, equipment lease, service contract or other contract
or agreement to which the Company is a party affecting any Company Property
(collectively, "Property Contracts") which (i) was not made in the ordinary
course of business, (ii) is not terminable upon 30 days prior notice by the
Company without payment of a premium or penalty or (iii) requires payments
in excess of an amount that, if added to the monthly payment obligations of
all other Property Contracts in respect of such Company Property, would
cause the aggregate amount of all monthly payment obligations in respect of
all Property Contracts for such Company Property to exceed $1,000 with
respect to a Real Property Lease. The Company has delivered to the
Purchaser true, correct and complete copies of the Real Property Leases,
together with all amendments, modifications or supplements, if any,
thereto. The Company presently owns and operates the Stores, which includes
the check cashing stores at the locations set forth on Schedule 4.12(a)(1).

(b) The Company has all certificates of occupancy and
Permits of any Governmental Body necessary or useful for the current use
and operation of each Company Property, and the Company has fully complied
with all material conditions of the Permits applicable to them. No default
or violation, or event that with the lapse of time or giving of notice or
both would become a default or violation, has occurred in the due
observance of any Permit.

(c) There does not exist any actual or, to the best
Knowledge of the Company and/or the Shareholders, threatened or
contemplated condemnation or eminent domain proceedings that

<PAGE>

affect any Company Property or any part thereof and the Company has not
received any notice, oral or written, of the intention of any Governmental
Body or other Person to take or use all or any part thereof.

(d) The Company has not received any written notice from any
insurance company that has issued a policy with respect to any Company
Property requiring performance of any structural or other repairs or
alterations to such Company Property.

(e) The Company does not own or hold, and is not obligated
under or a party to, any option, right of first refusal or other Contract
right to purchase, acquire, sell, assign or dispose of any real estate or
any portion thereof or interest therein.

(f) The Company does not own or hold in fee any real
property with respect to the Stores.

4.13 Tangible Personal Property.
--------------------------
(a) Schedule 4.13 sets forth all leases of personal property
("Personal Property Leases") relating to personal property used in the
business of the Company or to which the Company is a party or by which the
properties or assets of the Company is bound. The Company has delivered or
otherwise made available to the Purchaser true, correct and complete copies
of the Personal Property Leases, together with all amendments,
modifications or supplements thereto.

(b) The Company has a valid leasehold interest under each of
the Personal Property Leases under which it is a lessee, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity), and there is no
default under any Personal Property Lease by the Company, or, to the best
Knowledge of the Company and/or the Shareholder, by any other party
thereto, and no event has occurred that with the lapse of time or the
giving of notice or both would constitute a default thereunder.

(c) The Company has good and marketable title to all of the
items of tangible personal property reflected on its Balance Sheet (except
as sold or disposed of subsequent to the date thereof in the ordinary
course of business consistent with

<PAGE>

past practice), free and clear of any and all Liens, other than the
Permitted Exceptions.

4.14 Intangible Property. Schedule 4.14 contains a
-------------------
complete and correct list of each patent, trademark, trade name, service
mark and copyright owned or used by the Company as well as all
registrations thereof and pending applications therefor, and each license
or other agreement relating thereto. Except as set forth on Schedule 4.14,
each of the foregoing is owned by the party shown on such Schedule as
owning the same, free and clear of all Liens and is in good standing and
not the subject of any challenge. There have been no claims made and the
Company has not received any notice or otherwise knows or has reason to
believe that any of the foregoing is invalid or conflicts with the asserted
rights of others. The Company possesses all patents, patent licenses, trade
names, trademarks, service marks, brand marks, brand names, copyrights,
know-how, formulae and other proprietary and trade rights necessary for the
conduct of its business as now conducted, not subject to any restrictions
and without any known conflict with the rights of others and the Company
has not forfeited or otherwise relinquished any such patent, patent
license, trade name, trademark, service mark, brand mark, brand name,
copyright, know-how, formulae or other proprietary right necessary for the
conduct of its business as conducted on the date hereof. The Company is not
under any obligation to pay any royalties or similar payments in connection
with any license to any Affiliate of the Company.

4.15 Material Contracts. Schedule 4.15 sets forth each of
------------------
the following Contracts to which the Company is a party or by which it is
bound (collectively, the "Material Contracts"): (i) Contracts with the
Shareholder (or any Affiliates of the Shareholder) or any current or former
officer or director of the Company; (ii) Contracts with any labor union or
association representing any employee of the Company; (iii) Contracts
pursuant to which any Person is required to purchase or sell a stated
portion of its requirements or output from or to another Person; (iv)
Contracts for the sale of any of the assets of the Company other than in
the ordinary course of business or for the grant to any Person of any
preferential rights to purchase any of its assets; (v) partnership or joint
venture agreements; (vi) Contracts containing covenants of the Company or
any of its Affiliates not to compete in any line of business or with any
Person in any geographical area or covenants of any other Person not to
compete with the Company in any line of business or in any geographical
area; (vii) Contracts relating to the acquisition by the Company of any
operating business or the capital stock of any other Person: (viii)
Contracts relating to the borrowing of

<PAGE>

money; or (ix) any other Contracts, other than Real Property Leases or
personal property leases, which involve the expenditure of more than
$15,000 in the aggregate or $5,000 annually or require performance by any
party more than one year from the date hereof. There have been made
available to the Purchaser true and complete copies of each of the Material
Contracts. Except as set forth on Schedule 4.15, each of the Material
Contracts and other agreements is in full force and effect and is the
legal, valid and binding obligation of each party thereto, enforceable
against such party in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors rights and remedies generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). Except as set
forth on Schedule 4.15, the Company is not in default in any material
respect under any Material Contracts, nor, to the Knowledge of the Company
or the Shareholders, is any other party to any Material Contract in default
thereunder in any material respect.

4.16 Employee Benefits. Schedule 4.16(a) sets forth a
-----------------
complete and correct list of all "employee benefit plans" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and any other severance pay, vacation pay, company
awards, salary continuation for disability, sick leave, deferred
compensation, bonus or other incentive compensation, stock purchase
arrangements or policies, life insurance, scholarship or other employee
benefit plan, program or arrangement maintained by the Company or to which
the Company has any liability (contingent or otherwise) with respect to
employees, officers, directors or shareholders of the Company ("Employee
Benefit Plans"). None of the Employee Benefit Plans constitutes (i) a
multiple employer plan as defined in Section 4063 and 4064 of ERISA
("Multiple Employer Plans"), (ii) a multiemployer plan (as defined in
Section 4001(a)(3) of ERISA) ("Multiemployer Plans"), (iii) a "benefit
plan", within the meaning of Section 5000(b)(l) of the Code providing
continuing benefits after the termination of employment (other than as
required by Section 4980B of the Code or Part 6 of Title I of ERISA and at
the former employee s or his beneficiary s sole expense), (iv) a defined
benefit plan that is subject to Title IV of ERISA or (v) a plan or
arrangement which provides continuing medical, life insurance or other
welfare benefits after termination of employment other than as required by
Section 4980B of the Code. A complete and accurate copy of each Employee
Benefit Plan has been provided to Purchaser. All contributions to the
Employee Benefit Plans and 412 Plans that may have been required to be made
under such plans and, when applicable,
<PAGE>

Section 302 of ERISA and Section 412 of the Code, have been timely made.

4.17 Labor.
-----
(a) The Company is not party to any labor or collective
bargaining agreement and there are no labor or collective bargaining
agreements which pertain to employees of the Company.

(b) No employees of the Company are represented by any labor
organization. No labor organization or group of employees of the Company
has made a pending demand for recognition, and there are no representation
proceedings or petitions seeking a representation proceeding presently
pending or, to the best Knowledge of the Company or the Shareholders,
threatened to be brought or filed, with the National Labor Relations Board
or other labor relations tribunal. There is no organizing activity
involving the Company pending or, to the best Knowledge of the Company or
the Shareholders, threatened by any labor organization or group of
employees of the Company.

(c) There are no (i) strikes, work stoppages, slowdowns,
lockouts or arbitrations or (ii) material grievances or other labor
disputes pending or, to the best Knowledge of the Company or the
Shareholders, threatened against or involving the Company. There are no
unfair labor practice charges, material grievances or material complaints
pending or, to the best Knowledge of the Company or the Shareholders,
threatened by or on behalf of any employee or group of employees of the
Company.

4.18 Litigation. Except as set forth in Schedule 4.18,
----------
there is no suit, action, proceeding, investigation, claim or order pending
or, to the Knowledge of the Company or the Shareholders, overtly threatened
against the Company (or to the Knowledge of the Company or the
Shareholders, pending or threatened, against any of the officers, directors
or key employees of the Company with respect to their business activities
on behalf of the Company), or to which the Company is otherwise a party,
before any court, or before any governmental department, commission, board,
agency, or instrumentality; nor, to the Knowledge of the Company or the
Shareholder, is there any reasonable basis for any such action, proceeding,
or investigation. The Company is not subject to any judgment, Order or
decree of any court or Governmental Body and the Company is not engaged in
any legal action to recover monies due it or for damages sustained by it.

<PAGE>

4.19 Compliance with Laws. Except as set forth on Schedule
--------------------
4.19, the Company possesses all Licenses of and from all Governmental
Bodies necessary to own or lease its respective properties and assets and
to conduct the business in which it is engaged. Except as set forth on
Schedule 4.19, no proceeding has been threatened or commenced which seeks
to, or could reasonably be anticipated to, cause the suspension,
modification, revocation or withdrawal of any License. The Company is
currently, and at all times has been, in material compliance with all Laws
applicable to it including, without limitation, all applicable banking
Laws. To the knowledge of the Shareholders, neither the Company nor any of
its directors, officers, employees or representatives has offered,
proposed, promised or made any illegal payment to officers, employees or
representatives of any Governmental Body, or engaged in any illegal
reciprocal practices or made any illegal payment or given any other illegal
consideration to any third party.

4.20 Environmental Matters. Except as set forth on
---------------------
Schedule 4.20 hereto:

(a) the operations of the Company, to the Knowledge of the
Company and/or the Shareholders, are and have been in substantial
compliance with all applicable Environmental Laws and all permits, licenses
or other authorizations issued pursuant to applicable Environmental Laws
("Environmental Permits");

(b) the Company has obtained all Environmental Permits
necessary to operate its business and is in substantial compliance
with such Environmental Permits;

(c) the Company is not the subject of any outstanding
written order, agreement or Contract with any Governmental Body or Person
respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any
Release or threatened Release of a Hazardous Material;

(d) the Company has not received any written communication
alleging that the Company or the operations thereof may be in violation of
any Environmental Law or any Environmental Permit, or may have any
liability under any Environmental Law;

(e) to the Knowledge of the Company and/or the Shareholders,
no unpermitted or unlawful Release of any Hazardous Materials has occurred
at any of the Company Properties or off-site so as to adversely affect the
Company Properties;

<PAGE>

(f) there are no legal or administrative proceedings pending
or, to the Knowledge of the Company or the Shareholders, threatened against
the Company alleging the violation of or seeking to impose liability
pursuant to Environmental Laws;

(g) to the Knowledge of the Company or the Shareholders,
there are no investigations of the business, operations or currently or
previously owned, operated or leased property of the Company pending or
threatened which could lead to the imposition of any liability pursuant to
Environmental Laws;

(h) to the Knowledge of the Company, there are not located
at any of the Company Properties any (i) underground storage tanks, (ii)
asbestos-containing material or (iii) equipment containing polychlorinated
biphenyls in quantities requiring record keeping pursuant to the Toxic
Substances Control Act; and

(i) the Company has provided to the Purchaser copies of all
environmentally related audits, studies, reports, analyses and results of
investigations in its or the Shareholder s possession, custody or control
that have been performed with respect to the currently or previously owned,
leased or operated properties of the Company.

4.21 Insurance. Schedule 4.21 sets forth a complete and
---------
accurate list of all policies of insurance of any kind or nature covering
the Company or any of its employees, properties or assets, including,
without limitation, policies of life, disability, fire, theft, workers
compensation, employee fidelity and other casualty and liability insurance.
All such policies are in full force and effect and the Company is not in
default of any provision thereof.

4.22 Payables. All accounts payable of the Company
--------
reflected in its Balance Sheet or arising after the date thereof are the
result of bona fide transactions in the ordinary course of business and
have been paid or are not delinquent.

4.23 Related Party Transactions. Except as set forth on
--------------------------
Schedule 4.23, the Company has not borrowed any moneys from and has no
outstanding indebtedness or other similar obligations to the Shareholder or
any of its Affiliates. Except as set forth in Schedule 4.23, none of the
Company, or any of its officers, employees or Affiliates (i) owns any
direct or indirect interest of any kind in, or controls or is a director,
officer, employee or partner of, or consultant to, or lender to or borrower
from or

<PAGE>

has the right to participate in the profits of, any Person which is (A) a
competitor, supplier, customer, landlord, tenant, creditor or debtor of the
Company, (B) engaged in a business related to the business of the Company
or (C) a participant in any transaction to which the Company is a party or
(ii) is a party to any Contract or transaction with the Company. Since the
Balance Sheet Date, the Company has not entered into any transactions with
any Affiliate.

4.24 ADA Matters. Neither the Company nor any Shareholder
-----------
has received any written notification regarding any real property which is
the subject of any of the Real Property Leases which would require that the
lessee under any such Real Property Lease make any additions, renovations
or improvements to such property pursuant to the terms of the Americans
With Disabilities Act ("ADA") or otherwise.

4.25 Banks. Schedule 4.25 contains a complete and correct
-----
list of the names and locations of all banks in which the Company has
accounts or safe deposit boxes and the names of all persons authorized to
draw thereon or to have access thereto. Except as set forth on Schedule
4.25, no person holds a power of attorney to act on behalf of the Company.

4.26 No Misrepresentation. No representation or warranty
--------------------
of the Company or the Shareholder contained in this Agreement or in any
schedule hereto or in any certificate or other agreement or instrument
furnished by the Company or the Shareholder to the Purchaser pursuant to
the terms hereof contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained herein
or therein not misleading.

4.27 Financial Advisors. Except as set forth on Schedule
------------------
4.27, no Person has acted, directly or indirectly, as a broker, finder or
financial advisor for the Company or the Shareholder in connection with the
transactions contemplated by this Agreement and no Person is entitled to
any fee or commission or like payment in respect thereof.

4.28 The Company s Solvency and Obligations. The
--------------------------------------
obligations incurred by the Company pursuant to this Agreement or in
connection with the sale of the Stores will not render the Company
insolvent within the meaning of the United States Bankruptcy Code, other
applicable federal law or applicable state law, including, without
limitation, the laws of the States of California or New York. Every
obligation incurred by the Company pursuant to this Agreement or in
connection with the sale of the

<PAGE>

assets sold by it hereunder has been incurred for fair consideration. The
Company acknowledges the receipt of reasonably equivalent value in
connection with the sale of the Assets. The Company does not intend or
believe that it will incur debts beyond its ability to pay as they mature
in connection with the obligations incurred pursuant to this Agreement or
in connection with the sale of the Assets. The Company has no actual intent
to hinder, delay or defraud either present or future creditors by incurring
obligations pursuant to this Agreement or in connection with the sale of
the Assets. The property remaining in the Company s possession after the
sale of the Assets does not constitute unreasonably small capital for the
Company. Upon and after the Closing, the Company shall have sufficient
capital to carry on the business and the transactions in which it intends
to engage, and is now, and shall be after Closing, solvent and able to pay
its debts as they mature.

4.29 Name. "C&C," "C&C Check Cashing" and "Cash King" are
----
the only names used by the Company in the operation of the Stores.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to the Shareholders
that:

5.1 Organization and Good Standing. The Purchaser is a
------------------------------
corporation duly organized, validly existing and in good standing under the
laws of the State of California.

<PAGE>

valid and binding obligations of the Purchaser, enforceable against the
Purchaser in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).

5.3 Conflicts: Consents of Third Parties.
------------------------------------
(a) Except as set forth on Schedule 5.3 hereto, none of the
execution and delivery by the Purchaser of this Agreement and of the
Purchaser Documents, the consummation by the Purchaser of the transactions
contemplated hereby and thereby or compliance by the Purchaser with any of
the provisions hereof or thereof will (i) conflict with, or result in the
breach of, any provision of the certificate of incorporation or by-laws of
the Purchaser, (ii) conflict with, violate, result in the breach or
termination of, constitute a default under, or give rise to any right of
acceleration under, any note, bond, mortgage, indenture, license, agreement
or other instrument or obligation to which the Purchaser is a party or by
which the Purchaser or its properties or assets is bound or (iii) violate
any statute, rule, regulation, judgment or Order of any Governmental Body
by which the Purchaser is bound, except, in the case of clauses (ii) and
(iii), for such violations, breaches or defaults as would not, individually
or in the aggregate, have a material adverse effect on the ability of
Purchaser to consummate the transactions contemplated hereby and thereby.

(b) Except as set forth on Schedule 5.3, no consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing with,
or notification to, any Person or Governmental Body is required on the part
of the Purchaser in connection with the execution and delivery of this
Agreement or the Purchaser Documents or the compliance by Purchaser with
any of the provisions hereof or thereof.

5.4 Litigation. There are no Legal Proceedings pending
----------
or, to the best knowledge of the Purchaser, threatened that are reasonably
likely to prohibit or restrain the ability of the Purchaser to enter into
this Agreement or consummate the transactions contemplated hereby.

5.5 Financial Advisors. No Person has acted, directly or
------------------
indirectly, as a broker, finder or financial advisor for the

<PAGE>

Purchaser in connection with the transactions contemplated by this
Agreement and no person is entitled to any fee or commission or like
payment in respect thereof other than Beau Jeffries, and Purchaser shall be
liable for whatever fees shall be payable to him in connection with this
Agreement.

5.6 Purchaser s Solvency and Obligations. The obligations
------------------------------------
incurred by Purchaser pursuant to this Agreement or in connection with the
purchase of the Stores will not render Purchaser insolvent within the
meaning of the United States Bankruptcy Code, other applicable federal law
or applicable state law, including, without limitation, the laws of the
States of California or New York. Every obligation incurred by Purchaser
pursuant to this Agreement or in connection with the purchase of the Assets
purchased hereunder has been incurred for fair consideration. Purchaser
acknowledges the receipt of reasonably equivalent value in connection with
the purchase of the Assets. Purchaser does not intend or believe that it
will incur debts beyond its ability to pay as they mature in connection
with the obligations incurred pursuant to this Agreement or in connection
with the purchase of the Assets. Purchaser has no actual intent to hinder,
delay or defraud either present or future creditors by incurring
obligations pursuant to this Agreement or in connection with the purchase
of the Assets. The property remaining in Purchaser s possession after the
purchase of the Assets does not constitute unreasonably small capital for
Purchaser. Upon and after the closing, Purchaser shall have sufficient
capital to carry on the business and the transactions in which it intends
to engage, and is now, and shall be after closing, solvent and able to pay
it debts as they mature.

5.7 Purchaser s Group Medical Plans. The Purchaser s
-------------------------------
applicable group medical plans will not exclude coverage of any employees
of the Company who (i) participate in the Company s group medical plan,
(ii) receive and accept an offer of employment from Purchaser, and (iii)
properly enroll in Purchaser s applicable group medical plans during an
open enrollment period established by the Purchaser following the Closing
Date on the basis of any preexisting medical conditions of any such
employee (other than exclusions provided under the Company s group medical
plan).

<PAGE>

ARTICLE VI

COVENANTS

6.1 Effect of Investigation. Each of the Company and the
-----------------------
Shareholders agrees that no investigation by the Purchaser prior to or
after the date of this Agreement shall diminish or obviate any of the
representations, warranties, covenants or agreements of the Company or the
Shareholders contained in this Agreement or the Company Documents.

6.2 Conduct of the Business Pending Closing. Between the
---------------------------------------
date hereof and the Closing hereunder the Company shall, and the
Shareholders shall cause the Company to:

(a) except as otherwise permitted by this Agreement, not
take or suffer or permit any action which would render materially untrue
any of the representations or warranties of the Shareholders and the
Company herein contained, and not omit to take any action, the omission of
which would render materially untrue any such representation or warranty;

(b) except as permitted by this Agreement, conduct its
business in a good and diligent manner in the ordinary and usual course
(except the Company may stop offering Pay Day Loans and/or Consumer Loans);

(c) not enter into any contract, agreement, commitment or
arrangement with any party, other than contracts for the provision of
services and contracts for the purchase of materials and supplies in the
ordinary and usual course of business, and except as may be required to
comply with the terms hereof, not amend, modify or terminate any Real
Property Lease, Personal Property Lease or Material Contract without the
prior written consent of the Purchaser;

(d) use their best efforts to preserve the Company s
business organization intact, except as may be required to comply with the
terms hereof, to keep available the services of its employees, and to
preserve its relationships with customers, suppliers and others with whom
it deals;

(e) not reveal, orally or in writing, to any party, other
than the Purchaser and the Purchaser s authorized agents, any of the
business procedures and practices, intellectual property or trade secrets
followed or utilized by the Company in the conduct of its business;

<PAGE>

(f) maintain in full force and effect all of the insurance
policies listed on Schedule 4.21 and make no change in any insurance
coverage without the prior written consent of the Purchaser;

(g) keep the premises occupied by the Company and all of the
Company s equipment and other tangible personal property in good order and
repair and perform all necessary repairs and maintenance;

(h) continue to maintain all of the Company s usual business
books and records in accordance with its past practices and not change its
method of accounting;

(i) not issue any capital stock or any option, warrant
or right relating thereto;

(j) not waive any right or cancel any claim;

(k) except as disclosed on Schedule 4.10, not increase the
compensation or rate of compensation payable to any of the Company s
employees without the prior written consent of the Purchaser;

(l) maintain the Company s corporate existence and not
merge or consolidate the Company with any other entity;

(m) except as may be required to comply with the terms
hereof, comply with all provisions of all Real Property Leases, Personal
Property Leases and Material Contracts and all applicable laws, rules and
regulations;

(n) except as described on Schedule 4.10, not make any
capital expenditure;

(o) not amend its articles of incorporation or bylaws;

(p) not agree to do anything prohibited by this
Section 6.2; and

(q) not make any material Tax election or settle or
compromise any Tax liability for an amount materially in excess of the
liability therefor that is reflected in the Financial Statements.

6.3 Consents. The Shareholders and the Company shall use
--------
their best efforts, and the Purchaser shall cooperate with

<PAGE>

the Shareholders and the Company to obtain at the earliest practicable date
all consents, waivers, approvals, Orders, Permits and authorizations of any
Person or Governmental Body required to be obtained by the Company to
consummate the transactions contemplated by this Agreement, including,
without limitation, the consents, waivers, approvals, Orders, Permits and
authorizations of any Person or Governmental Body referred to in Section
4.6(b) hereof.

6.4 Consents to Real Property Leases. The Company, the
--------------------------------
Shareholders and Purchaser will jointly cooperate and use commercially
reasonable efforts to obtain all consents and estoppels from landlords and
lessors which are required to be obtained to consummate the transactions
contemplated by this Agreement pursuant to the terms of any of the Real
Property Leases.

6.5 No Solicitation. Neither the Shareholders nor the
---------------
Company will, nor will they cause or permit the Company or the Company s
directors, officers, employees, representatives or agents (collectively,
the "Representatives") to, directly or indirectly, (i) discuss, negotiate,
undertake, authorize, recommend, propose or enter into, either as the
proposed surviving, merged, acquiring or acquired corporation, any
transaction involving a merger, consolidation, business combination,
purchase or disposition of any capital stock or other equity interest in,
or material assets of, the Company other than the transactions set forth in
this Agreement (an "Acquisition Transaction"), (ii) facilitate, encourage,
solicit or initiate discussions, negotiations or submissions of proposals
or offers in respect of an Acquisition Transaction, (iii) furnish or cause
to be furnished, to any Person, any information concerning the business,
operations, properties or assets of the Company in connection with an
Acquisition Transaction, or (iv) otherwise cooperate in any way with, or
assist or participate in, facilitate or encourage, any effort or attempt by
any other Person to do or seek any of the foregoing. The Shareholders and
the Company will inform the Purchaser in writing immediately following the
receipt by any Shareholder, the Company or any Representative of any
proposal or inquiry in respect of any Acquisition Transaction.

6.6 Preservation of Records. Subject to Section 6.13(b)
-----------------------
hereof (relating to the preservation of Tax records), the Shareholders and
the Purchaser agree that each of them shall preserve and keep the records
held by them relating to the business of the Company for a period of five
years from the Closing Date and shall make such records and personnel
available

<PAGE>

to the other as may be reasonably required by such party in connection
with, among other things, any insurance claims by, legal proceedings
against or governmental investigations of the Shareholders or the Purchaser
or any of their respective Affiliates or in order to enable the
Shareholders or the Purchaser to comply with their respective obligations
under this Agreement and each other agreement, document or instrument
contemplated hereby. In the event either the Shareholders or the Purchaser
wishes to destroy such records after that time but prior to December 31,
2006, such party shall first give ninety (90) days prior written notice to
the other and such other party shall have the right at its option and
expense, upon prior written notice given to such party within that ninety
(90) day period, to take possession of the records within one hundred and
eighty (180) days after the date of such notice.

6.7 Publicity. Neither the Company, the Shareholders, nor
---------
Purchaser shall issue any press release or public announcement concerning
this Agreement or the transactions contemplated hereby without obtaining
the prior written approval of the other parties hereto, which approval will
not be unreasonably withheld or delayed, unless, in the sole judgment of
Purchaser, disclosure is otherwise required by applicable Law, provided
that, to the extent required by
--------
applicable law or the rules and regulations of the Securities and Exchange
Commission, the party intending to make such release shall use its best
efforts consistent with such applicable law to consult with the other
parties with respect to the text thereof.

6.8 Use of Name. The Shareholders hereby agree that upon
-----------
the consummation of the transactions contemplated hereby, the Purchaser
shall have the sole right (vis-a-vis the Company, the Shareholders and any
of their respective Affiliates) to the use of the names "C&C," "C&C Check
Cashing" and "Cash King," and the Shareholders shall not, and shall not
cause or permit any Affiliate to, use such names or any variation or
simulation thereof in any business or manner, either involving check
cashing or otherwise; provided, that a
--------
partnership owned by the Company and Paul W. Conley and one of his
Affiliates shall be entitled to use the name "Cash King" only at the one
store operated by such partnership. The Shareholders and the Affiliates
shall assign to Purchaser, cancel or relinquish any fictitious name
registration held by them concerning the names "C&C," "C&C Check Cashing"
and "Cash King" or any derivation thereof.

6.9 Environmental Matters. The Company shall identify the
---------------------
Environmental Permits required by Purchaser to operate the business of
the Company and shall promptly file all materials

<PAGE>

required under Environmental Laws (including, without limitation, foreign
or state property transfer laws such as the Industrial Site Recovery Act)
and all requests required for the issuance, transfer or reissuance to
Purchaser of Permits necessary to conduct the Company s business prior to
the Closing Date.

6.10 Noncompetition Agreements. Each of the Shareholders
-------------------------
hereby agrees that, at the Closing, each of them shall execute and deliver
to Purchaser the Noncompetition Agreement substantially in the form of
Exhibit A hereto.

6.11 Repayment of Loans; Turn Over of Funds.
--------------------------------------
(a) On or prior to the Closing Date, all loans or other
advances from the Company to the Shareholders or any of their Affiliates,
including any accrued and unpaid interest thereon, shall be repaid in full
and all loans or other advances from the Shareholders or any of their
Affiliates to the Company, including any accrued interest thereon, shall be
paid in full (collectively, the "Affiliate Loans").

(b) On or prior to the Closing Date, the Shareholders shall
cause the obligations owed to Union Bank of California pursuant to the
Credit Agreement described in Schedule 4.6 to be repaid and discharged in
full.

(c) On or prior to the Closing Date, the Shareholders shall
cause the Company to transfer to the Shareholders all right, title and
interest in and to the Excluded Assets in connection with the redemption of
the Redeemed Shares.

(d) All amounts which are paid in respect of the Excluded
Assets and are received by the Company following the Closing shall be
received by it as agent, in trust for and on behalf of the Common
Shareholders. All amounts which are received by any of the Shareholders
following the Closing relating to the operations or business of the Company
(other than those amounts received by any of them in respect of the
Excluded Assets) shall be received by them as agent, in trust for and on
behalf of the Company. Purchaser shall cause the Company to, and the
Shareholders shall, pay promptly all such amounts to the Person that is
entitled to such amounts and shall provide to such Person information as to
the nature, source and classification of such payments, including any
invoice relating thereto.

<PAGE>

6.12 Employee Benefits and Employment.
--------------------------------
(a) The Sellers shall, no later than the Closing Date,
assume and maintain sponsorship of and full responsibility for each of the
Employee Benefit Plans, including all liabilities that arise under Part 6
of Title I of ERISA or Section 4980B of the Code as a result of or
following the consummation of the transactions contemplated by this
Agreement, and to the extent necessary shall cause the Company to terminate
or otherwise cease its sponsorship of the Employee Benefit Plans.

(b) Sellers shall deliver to Purchaser at least five (5)
Business Days prior to the Closing Date a complete and correct list of all
employees of the Company (the "Employees") setting forth their names,
employment position, salary or hourly wage rate, location as of October 31,
1996 and separately identifying those Employees who were actively employed
on such date ("Active Employees") and those Employees who were not actively
employed on such date (i.e., were absent due to disability, sickness or
leave of absence) (the "Inactive Employees").

6.13 Tax Matters.
------------

(a) Preparation of Tax Returns; Payment of Taxes.
--------------------------------------------
(i) The Shareholders and Purchaser will, to the extent
permitted by applicable law, elect with the relevant taxing authority to
close the taxable period of the Company on the Closing Date. In any case
where applicable law does not permit the Company to close its taxable year
on the Closing Date, then Taxes, if any, attributable to the taxable period
of the Company beginning before and ending after the Closing Date shall be
allocated (a) to the Shareholders for the period up to and including the
Closing Date, and (b) to the Purchaser for the period subsequent to the
Closing Date. For purposes of this Section 6.13(a), Taxes for the period up
to and including the Closing Date and for the period subsequent to the
Closing Date shall be determined on the basis of an interim closing of the
books as of the Closing Date or, to the extent not susceptible to such
allocation, by apportionment on the basis of elapsed days.

(ii) The Shareholders shall be responsible jointly and
severally for filing or causing to be filed all Tax Returns required to be
filed by or on behalf of the Company and/or its operations and assets with
respect to periods ending on or before the Closing Date (taking into
account applicable extensions) and shall pay or cause to be paid any Taxes
shown to

<PAGE>

be due thereon. The Shareholders shall file all such Tax Returns in a
manner consistent with past practices and, upon Purchaser s request, shall
provide copies of such Tax Returns to Purchaser for Purchaser s review and
comment at least twenty (20) Business Days prior to filing. Purchaser shall
be responsible for filing or causing to be filed all Tax Returns required
to be filed by or on behalf of the Company and/or its operations and assets
with respect to periods which include any day after the Closing Date
(taking into account applicable extensions) and shall pay or cause to be
paid any Taxes shown to be due thereon subject to the amount of any Taxes
that are the responsibility of the Shareholders pursuant to Section
6.13(a)(iii).

(iii) With respect to any Tax Return of the Company
required to be filed by Purchaser for a taxable period of the Company
beginning before and ending on or after the Closing Date, Purchaser shall
provide the Shareholders with a statement setting forth the amount of Tax
shown on such Tax Return for which the Shareholders are responsible
pursuant to Section 6.13(a)(i) (the "Statement") at least twenty (20)
Business Days prior to the due date for filing of such Tax Return
(including extensions). Not later than five (5) Business Days before the
due date for payment of Taxes with respect to such Tax Return, the
Shareholders shall pay to Purchaser an amount equal to the Taxes shown on
the Statement as being the responsibility of the Shareholders pursuant to
Section 6.13(a)(i) hereof; provided, however, that if Purchaser and the
Shareholders disagree with respect to any item on any such Tax Return, such
disagreement shall be conclusively resolved by an independent certified
public accountant agreed upon by the Shareholders and the Purchaser or
designated in accordance with the Commercial Rules of the American
Arbitration Association. No payment pursuant to this Section 6.13(a)(iii)
shall excuse the Shareholders from their indemnification obligations
pursuant to Section 9.5 hereof should the amount of Taxes as ultimately
determined (on audit or otherwise), for the periods covered by such Tax
Returns and which are the responsibility of the Shareholders, exceed the
amount of the Shareholders payment under this Section 6.13(a)(iii).

(iv) Except for an amended federal income Tax Return for
the year ended June 30, 1996, the Shareholders may not file any amended Tax
Returns or refund claims in respect of any taxable period of the Company
ending on or prior to the Closing Date without the prior written consent of
Purchaser.

(b) Cooperation with Respect to Tax Returns.
---------------------------------------
Purchaser and the Shareholders agree to furnish or cause to be
furnished to each other, and each at their own expense, as

<PAGE>

promptly as practicable, such information (including access to books and
records) and assistance, including making employees available on a mutually
convenient basis to provide additional information and explanations of any
material provided, relating to the Company as is reasonably necessary for
the filing of any Tax Return, for the preparation for any audit, and for
the prosecution or defense of any claim, suit or proceeding relating to any
adjustment or proposed adjustment with respect to Taxes. Purchaser and the
Shareholders shall retain all information, records or documents in their
possession relating to the Company that might be relevant to computations
or payments required after the Closing Date with respect to Tax matters
relating to any taxable period ending on, prior to or including the Closing
Date until the expiration of the relevant statute of limitations or
extensions thereof or, if a proceeding has been instituted for which the
information, records or documents is required, until there is a final
determination with respect to such proceeding.

(c) Tax Audits.
----------
(i) Purchaser shall promptly notify the Shareholders
upon receipt by Purchaser of written notice of any Tax audits of or
proposed assessments against the Company for taxable periods ending on or
prior to the Closing Date; provided, however,
-------- -------
that the failure of Purchaser to give the Shareholders prompt notice as
required herein shall not relieve the Shareholders of any of their
obligations to pay such Taxes except and to the extent that Shareholders
are actually and materially prejudiced thereby. The Shareholders shall have
the right to represent the Company s interests in any such Tax audit or
administrative or court proceeding and to employ counsel of its choice;
provided, that (i) the Shareholders
--------
shall keep the Purchaser apprised of the status of any Tax audits or
administrative or court proceedings and the Purchaser shall have the right
to consult with the Shareholders and their counsel, at the Purchaser s cost
and expense, in connection therewith and (ii) in the event that a
settlement or compromise thereof would obligate either the Company or the
Purchaser to make any monetary payment or would otherwise adversely effect
either the Company, the Purchaser or any of their Affiliates, the
Shareholders may not agree to such settlement or compromise without the
prior consent of the Purchaser, which consent will not be unreasonably
withheld or delayed.

(ii) The Shareholders shall promptly notify Purchaser
upon receipt by any of the Shareholders of written notice of any Tax audit
or proposed assessment or other proposed change or adjustment which may
affect either the Company or its

<PAGE>

Tax attributes. The Shareholders shall keep Purchaser duly informed of the
progress thereof and, if the results of such Tax audit or proceeding may
have an adverse effect on either the Company, Purchaser or any of their
Affiliates for any taxable period, including or ending after the Closing
Date, then the Shareholders may not agree to a settlement or compromise
thereof without Purchaser s consent, which consent will not be unreasonably
withheld or delayed.

(d) Transfer Taxes. The Shareholders shall be liable
--------------
for and shall pay all sales, use, stamp, documentary, filing recording,
transfer or similar fees or taxes or governmental charges (including,
without limitation, FAA, ICC, DOT, real estate or motor vehicle
registration, title recording or filing fees and other amounts payable in
respect of transfer filings) as levied by any taxing authority or
governmental agency in connection with the transactions contemplated by
this Agreement (other than taxes measured by or with respect to income
imposed on Purchaser or its Affiliates). The Shareholders hereby agree to
file all necessary documents (including, but not limited to, all Tax
Returns) with respect to all such amounts in a timely manner.

(e) Allocation of Purchase Price. Attached hereto as
----------------------------
Schedule 6.13 is an allocation of the Purchase Price among the Purchased
Shares and the Noncompetition Agreement which has been prepared in
accordance with Section 1060 of the Code.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of Purchaser. The
------------------------------------------------
obligation of the Purchaser to consummate the transactions contemplated by
this Agreement is subject to the fulfillment, on or prior to the Closing
Date, of each of the following conditions (any or all of which may be
waived by the Purchaser in whole or in part):

(a) all representations and warranties of the
Shareholders contained herein shall be true and correct as of the date
hereof;

(b) all representations and warranties of the Shareholders
contained herein qualified as to materiality shall be true and correct, and
the representations and warranties of the Shareholders contained herein not
qualified as to materiality

<PAGE>

shall be true and correct in all material respects, at and as of the
Closing Date with the same effect as though those representations and
warranties had been made again at and as of that time;

(c) the Shareholders and the Company shall have performed
and complied in all material respects with all obligations and covenants
required by this Agreement to be performed or complied with by them on or
prior to the Closing Date:

(d) Purchaser shall have been furnished with a certificate
(dated the Closing Date and in form and substance reasonably satisfactory
to Purchaser) executed by the Shareholders certifying as to the fulfillment
of the conditions specified in Sections 7.1(a) , 7.1(b) and 7.1(c) hereof;

(e) the Shareholders shall have obtained all consents and
waivers referred to in Section 4.6 hereof, in a form reasonably
satisfactory to Purchaser, with respect to the transactions contemplated by
this Agreement and the Company Documents; provided,
--------
however, that with respect to the Real Property Leases, this
-------
condition shall be satisfied if the Minimum Lease Condition is
satisfied;

(f) there shall not have been or occurred any Material
Adverse Change since June 30, 1996 which is not described on Schedule 4.10;

(g) no Legal Proceedings shall have been instituted or
threatened or claim or demand made against the Company, the Shareholders or
the Purchaser seeking to restrain or prohibit or to obtain substantial
damages with respect to the consummation of the transactions contemplated
hereby, and there shall not be in effect any Order by a Governmental Body
of competent jurisdiction restraining, enjoining or otherwise prohibiting
the consummation of the transactions contemplated hereby;

(h) each of the Shareholders shall have provided the
Purchaser with an affidavit of non-foreign status that complies with
Section 1445 of the Code (a "FIRPTA Affidavit");

(i) the Shareholders shall have furnished, or caused to be
furnished, to Purchaser, in form and substance satisfactory to Purchaser,
such certificates and other evidence as Purchaser may have reasonably
requested as to the satisfaction of the conditions contained in this
Section and as to such other

<PAGE>

matters relating to the representations, warranties, covenants and
undertakings in this Agreement as Purchaser may reasonably request;

(j) the Shareholders shall have obtained consents from the
landlords and lessors under each Real Property Lease, to the extent consent
is required under such Real Property Lease with respect to the transaction
contemplated by this Agreement; provided, however,
-------- -------
that this condition shall be deemed satisfied if the Minimum Lease
Condition is satisfied;

(k) the Real Property Lease at the Company s Laloma Store
No. 51 in Modesto, California shall have been amended on terms reasonably
satisfactory to Purchaser to provided for termination at the Company s
election on ninety (90) days written notice in the event that the Food
Stamp Contract pursuant to which such store distributes benefits is or
shall be terminated;

(l) all Affiliate Loans shall have been repaid to or
by the Company on or prior to the Closing Date;

(m) the Company shall have repaid all obligations with
respect to long-term indebtedness and any obligations to banks and other
financial institutions;

(n) Purchaser shall have received duly executed copies
of each of the documents enumerated in Section 8.1; and

(o) Purchaser shall have received financing on terms
acceptable to Purchaser in its sole discretion.

7.2 Conditions Precedent to Obligations of the
------------------------------------------
Shareholders. The obligations of the Shareholders to consummate the
------------
transactions contemplated by this Agreement are subject to the fulfillment,
prior to or on the Closing Date, of each of the following conditions (any
or all of which may be waived by the Shareholders in whole or in part to
the extent permitted by applicable law):

(a) all representations and warranties of Purchaser
contained herein shall be true and correct as of the date hereof;

(b) all representations and warranties of Purchaser
contained herein qualified as to materiality shall be true and correct, and
all representations and warranties of the Purchaser contained herein not
qualified as to materiality shall

<PAGE>

be true and correct in all material respects, at and as of the Closing Date
with the same effect as though those representations and warranties had
been made again at and as of that date;

(c) Purchaser shall have performed and complied in all
material respects with all obligations and covenants required by this
Agreement to be performed or complied with by Purchaser on or prior to the
Closing Date:

(d) payment of the amounts specified in Section 2.2;

(e) the Shareholders shall have been furnished with a
certificate (dated the Closing Date and in form and substance reasonably
satisfactory to the Shareholders) executed by the president or a vice
president of the Purchaser certifying as to the fulfillment of the
conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c);

(f) no Legal Proceedings shall have been instituted or
threatened or claim or demand made against the Company, the Shareholders or
Purchaser seeking to restrain or to prohibit or to obtain substantial
damages with respect to the consummation of the transactions contemplated
hereby, and there shall not be in effect any Order by a Governmental Body
of competent jurisdiction restraining, enjoining or otherwise prohibiting
the consummation of the transactions contemplated hereby; and

(g) the Shareholders shall have received duly executed
copies of each of the documents enumerated in Section 8.2; and

(h) the redemption of the Redeemed Shares shall have
occurred.

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by the Shareholders. At the
---------------------------------------------
Closing, the Shareholders) shall deliver, or cause to be delivered, to
Purchaser the following:

(a) the opinion of Carr, McClellan, Ingersoll,
Thompson & Horn Professional Corporation, counsel to the Company

<PAGE>

and the Shareholders, in substantially the form of Exhibit B hereto;

(b) copies of all consents referred to in Section
7.1(e) hereof;

(d) a duly executed FIRPTA Affidavit for each
Shareholder;

(e) a certificate of good standing with respect to
Seller issued by the Secretary of State of California;

(f) evidence of the redemption of the Redeemed Shares;

(g) certificates representing the Purchased Shares, duly
endorsed for transfer or accompanied by stock powers or assignments
separate from such certificates executed by the Shareholders;

(h) the stock ledger, minute book and corporate seal
of the Company;

(i) written resignations of the officers and directors
of the Company;

(j) the certificate referenced in Section 7.1(d)
hereof; and

(k) such other documents as the Purchaser shall
reasonably request.

8.2 Documents to be Delivered by the Purchaser. At the
------------------------------------------
Closing, the Purchaser shall deliver to the Shareholders the following:

(a) evidence of the payments required to be made
pursuant to Section 2.2 hereof;

(b) the opinion of Wolf, Block, Schorr and Solis-
Cohen, counsel to Purchaser, in substantially the form of Exhibit C
hereto;

<PAGE>

(d) such other documents as the Shareholders shall
reasonably request.

ARTICLE IX

INDEMNIFICATION

9.1 Survival. The representations and warranties of the
--------
Shareholders and Purchaser shall remain operative and in full force and
effect for a period of two (2) years after the Closing Date, regardless of
any investigation or statement as to the results thereof made by or on
behalf of any party hereto; provided, however, that (i)
-------- -------
the representations and warranties contained in Sections 4.9, 4.17, 4.19,
4.20 and 4.24, as well as the indemnities contained in Sections 9.2(a)(iii)
and 9.2(a)(iv) (solely to the extent such representations and warranties or
indemnities relate to a violation of any Environmental Law, ADA or OSHA)
shall remain operative and in full force and effect for a period of four
years after the Closing Date, and (ii) the representations and warranties
contained in Sections 4.2, 4.4, 4.7, 4.11 and 4.16 shall remain operative
and in full force and effect until the expiration of sixty (60) days after
the applicable statutes of limitation with respect to the matters referred
to therein; and provided, further, that any claim based upon a fraudulent
-------- -------
or intentional misrepresentation shall survive indefinitely.
Notwithstanding anything to the contrary herein, any representation or
warranty which is the subject of a claim or dispute which is asserted in
writing prior to the expiration of the applicable period set forth above
shall survive with respect to such claim or dispute until the final
resolution and satisfaction thereof.

9.2 General Indemnification.
-----------------------
(a) The Shareholders hereby jointly and severally agree to
indemnify and hold harmless Purchaser and its Affiliates and their
respective directors, officers, employees, agents, successors and assigns
(collectively, the "Purchaser Indemnified Parties") from and against and in
respect of any and all Losses resulting from, arising out of, based on or
relating to:

(i) the failure of any representation or warranty of
the Shareholders set forth in this Agreement, any Company Document or any
certificate or instrument delivered by or on behalf of Seller or the
Shareholders pursuant to this Agreement to be true and correct in all
respects both on the date hereof and on and as of the Closing Date;

<PAGE>

(ii) the breach of any covenant or other agreement on
the part of the Company (with respect to its obligations prior to the
Closing) or the Shareholders under this Agreement or any Seller Document;

(iii) any Excluded Liabilities;

(iv) (A) any Release of Hazardous Materials in, on, at
or from the Company Properties which first occurred, or resulted from
operations occurring, as of or prior to the Closing but only to the extent
that any such Release was not the result of or exacerbated by the negligent
acts or omissions of Purchaser, its agents, employees, contractors,
tenants, Affiliates, assigns or invitees; (B) any tort liability to third
parties, including, without limitation, liability resulting from exposure
to Hazardous Materials, to the extent that such liability is the result of
any Release at the Company Properties which first occurred at the Company
Properties as of or prior to the Closing but only to the extent that any
such tort liability is not the result of or exacerbated by the negligent
act or omissions of the Purchaser, its agents, employees, contractors,
tenants, Affiliates, assigns or invitees; (C) notification or designation
under any Environmental Law as a potentially responsible party for offsite
disposal of Hazardous Materials by Seller which disposal occurred as of or
prior to the Closing, or the listing of any asset of the Company on the
CERCLA National Priorities List or any similar list under any Environmental
Law as a result of disposal of Hazardous Materials by the Company as of or
prior to the Closing; or (D) any violation of Environmental Laws, in effect
at the time of the violation, that first occurred or resulted from
operations by the Company or at Company Properties occurring as of or prior
to the Closing Date; or

(v) the Excluded Assets or the ownership, operation,
lease or use thereof, or any action taken with respect thereto, by the
Company, the Shareholders or any other Person.

(b) Purchaser hereby agrees to indemnify and hold harmless
the Shareholders and their Affiliates, and their respective directors,
officers, employees, agents, successors and assigns from and against and in
respect of any and all Losses resulting from, arising out of, based on or
relating to:

(i) the failure of any representation or warranty of
Purchaser set forth in this Agreement or any Purchaser Document or any
certificate and instrument delivered by or on behalf of the Purchaser
pursuant to this Agreement, to be

<PAGE>

true and correct in all respects both on the date hereof and on and as
of the Closing Date;

(ii) the breach of any covenant or other agreement
on the part of Purchaser under this Agreement or any Purchaser
Document; or

(iii) any acts, omissions, occurrences, events or
obligations of the Company, arising after the Closing Date, whether in
contract or in tort (including obligations accruing after the Closing Date
based upon agreements entered into prior to the Closing Date), unless (x)
any Losses resulting from, arising out of, based on or relating to any of
the foregoing arise, result, are based on or relate to a breach (or any
circumstance or event constituting a breach) of any representation,
warranty or covenant of the Company or the Shareholders under this
Agreement or any Company Document or (y) such act, omission, occurrence,
event or obligation for any losses relating thereof is of the type or kind
described in Section 9.2(a) hereof.

9.3 Limitations on Indemnification for Breaches of
----------------------------------------------
Representations and Warranties.
------------------------------

(a) Subject to Section 9.5 and Section 9.6 hereof, none of
the indemnifying parties shall have any liability under Section 9.2(a)(i)
or 9.2(b)(i) hereof unless and until the aggregate amount of Losses subject
to indemnification thereunder exceeds $50,000 and, in such event, the
indemnifying party shall be required to pay the entire amount of such
Losses in excess of $50,000; provided that
--------
the indemnifying party shall be required to pay the entire amount of any
Losses incurred as a result of a breach of any representation or warranty
contained in Sections 4.2, 4.4 or 4.7.

<PAGE>

arising out of, based on or relating to any Environmental Law, ADA or OSHA,
the $4,500,000 limitation shall only apply to breaches of such
representations or warranties or breaches or violations of such Laws of
which neither Seller nor the Shareholder had knowledge as of the Closing
Date. The aggregate liability of all indemnifying parties pursuant to
Section 9.2(a)(i), 9.2(a)(iii), 9.2(a)(iv) or 9.2(b)(i) hereof for any
Losses resulting from, arising out of, based on or relating to any breach
of any representation or warranty in Section 4.2, 4.4, 4.7 or 4.11 shall
not exceed the Purchase Price.

9.4 Indemnification Procedures. For the purposes of
--------------------------
administering the indemnification provisions of Section 9.2, the
following procedures shall apply:

(a) If an indemnified party shall receive notice of any
action or proceeding by a third party which the indemnified party asserts
is indemnifiable under Section 9.2 (a "Claim"), the indemnified party shall
notify the indemnifying party (the "Indemnitor") of such Claim in writing
promptly following the receipt of notice by such indemnifying party of the
commencement of such Claim. The failure to give notice as required by this
Section 9.4 in a timely fashion shall not result in a waiver of any right
to indemnification hereunder except to the extent that the Indemnitor is
actually prejudiced thereby.

(b) Except as provided in subsection (c) hereof, the
Indemnitor shall be entitled to assume the defense or settlement of any
Claim of the type referred to in clause (a) hereof (with counsel reasonably
satisfactory to the indemnified parties) if the Indemnitor shall provide
the indemnified parties a written acknowledgment of its liability to
indemnify such indemnified parties against all Losses resulting from,
relating to, based on or arising out of such Claim. If the Indemnitor
assumes any such defense or settlement, it shall pursue such defense or
settlement in good faith. If the Indemnitor fails to elect in writing,
within 10 days after the notification referred to above, to assume the
defense of any Claim as provided above, the indemnified party may engage
counsel to defend, settle or otherwise dispose of such Claim, which counsel
shall be reasonably satisfactory to the Indemnitor; provided, however, that
the
-------- -------
indemnified party shall not settle or compromise any such Claim without the
consent of the Indemnitor (which consent will not be unreasonably withheld
or delayed).

(c) Notwithstanding anything to the contrary contained
herein, the Purchaser shall have the sole right, with counsel reasonably
satisfactory to the Indemnitor, to defend any

<PAGE>

Claim which constitutes a Non-Assumable Claim and no other Party hereto
shall be entitled to assume the defense thereof or settle such
Non-Assumable Claim as to the Purchaser; provided, however, that (i)
-------- -------
the indemnified party shall not settle or compromise any such Non-Assumable
Claim without the consent of the Indemnitor (which consent will not be
unreasonably withheld or delayed), (ii) the Purchaser shall keep the
Indemnitor apprised as to the status of any pending Non-Assumable Claim,
and the Indemnitor shall have the right to attend any settlement
conferences at its own cost and expense, and (iii) the Indemnitor (and its
counsel) shall be entitled to participate, at the cost and expense of the
Indemnitor, in any such action or proceeding or in any negotiations or
proceedings to settle or otherwise eliminate any Non-Assumable Claim for
which indemnification is being sought. A "Non-Assumable Claim" means any
claim, action or proceeding (i) arising out of or in connection with, or
relating to, any violation or asserted violation of any Law, rule,
regulation, Order, judgment or decree, (ii) in which a Governmental Body or
a quasi-governmental entity is an adverse party in interest, or (iii)
seeking injunctive relief, other than (solely in the case of (i) and (ii)
above) claims related to environmental matters arising pursuant to Sections
4.20 and 9.2(a)(iv); provided, however, that a claim, action or proceeding
-------- -------
referred to in clause (i), (ii) or (iii) of this sentence shall only
constitute a "Non-Assumable Claim" if Purchaser determines in good faith
that such claim, action or proceeding, if adversely determined, could have
a material adverse impact on the assets, liabilities, business or
operations of Purchaser or any of its Affiliates.

(d) In cases where the Indemnitor has elected to assume the
defense or settlement with respect to a Claim as provided above, the
Indemnitor shall be entitled to assume such defense or settlement, provided
that: (i) the indemnified party (and its counsel)
--------
shall be entitled to continue to participate at its own cost in any such
action or proceeding or in any negotiations or proceedings to settle or
otherwise eliminate any claim for which indemnification is being sought;
(ii) the Indemnitor shall not be entitled to settle or compromise any such
claim without the consent or agreement of the indemnified party (such
consent not to be unreasonably withheld or delayed); and (iii) after
written notice by the Indemnitor to the indemnified party of its election
to assume control of the defense of any Claim, the Indemnitor shall not be
liable to such indemnified party hereunder for any attorneys fees and
disbursements subsequently incurred by such indemnified party in connection
therewith.

<PAGE>

(e) In the event that a claim or demand for indemnification
may be made by Purchaser under more than one provision of this Article IX,
Purchaser shall have the option to elect the provision of this Article IX
under which it chooses to make such claim or demand for indemnification.

9.5 Tax Matters.
-----------
(a) The Shareholders hereby jointly and severally agree to
indemnify and hold harmless the Purchaser Indemnified Parties from and
against any and all Losses resulting from, arising out of, based on or
relating to:

(i) any breach of any representation, warranty or
covenant contained in Sections 4.11 or 6.13 hereof;

(ii) any Taxes for which the Company is liable pursuant
to subsection 6.13(a) hereof and any and all Taxes with respect to all
taxable periods (or portions thereof) of the Company ending on or prior to
the Closing and, to the extent provided in Section 6.13(a) hereof, all
taxable periods that include and end after the Closing Date; and

(iii) any Taxes asserted against Purchaser or any of its
Affiliates as a result of transferee liability at law or equity arising out
of the transactions contemplated hereby.

(b) Any claim for indemnity made under this Section 9.5 may
be made at any time prior to sixty (60) days following the expiration of
the applicable Tax statute of limitations with respect to the relevant
taxable period (including extensions).

9.6 Employee Benefits and Labor Indemnity. The
-------------------------------------
Shareholders hereby agree to jointly and severally indemnify and hold
harmless the Purchaser Indemnified Parties from and against any and all
Losses (i) arising out of or based upon or with respect to any Employee
Benefit Plan and 412 Plan, including, but not limited to, any obligations
arising under Part 6 of Title I of ERISA or Section 4980B of the Code, or
(ii) arising out of or based upon or with respect to the employment or
termination of employment of any Person prior to or on the Closing Date
with the Company including, without limitation, any claim with respect to,
relating to, arising out of or in connection with discrimination by Seller
or wrongful discharge (including constructive discharge).

<PAGE>

9.7 Treatment of Payment. Seller and Purchaser agree to
--------------------
treat any indemnity payment made pursuant to Sections 9.2, 9.5 or 9.6 of
this Agreement as an adjustment to the Purchase Price for federal, state,
local and foreign income tax purposes.

9.8 Waiver of Subrogation and Other Rights. Each
--------------------------------------
Shareholder hereby agrees that if, following the Closing, any payment is
made or required to be made by it pursuant to the terms of this Agreement
or the Company Documents (including, without limitation, this Article IX),
none of the Shareholders shall have any rights against the Company, whether
by reason of subrogation or otherwise, in respect of any such payments, and
none of the Shareholders shall take any action against the Company with
respect thereto. Any such rights which any Shareholder may, by operation of
law or otherwise, have against the Company shall, effective at the time of
the Closing, be deemed to be hereby expressly and knowingly waived.

ARTICLE X

MISCELLANEOUS

10.1 Certain Definitions.
-------------------
For purposes of this Agreement, the following terms shall
have the meanings specified in this Section 10.1:

"Affiliate" means, with respect to any Person, any other
---------
Person controlling, controlled by or under common control with such Person.

"Assets" shall have the meaning ascribed to such term in
------
Section 1.1 hereof.

"Balance Sheet" shall have the meaning ascribed to such term
-------------
in Section 4.8 hereof.

"Balance Sheet Date" shall have the meaning ascribed to such
------------------
term in Section 4.8 hereof.

"Business Day" means any day of the year on which national
------------
banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.

"Cash on Hand" shall mean all cash physically located in any
------------
of the Stores at the opening of business on the Closing

<PAGE>

Date and all funds held in bank accounts and other accounts of the Company
at the opening of business on the Closing Date.

"Closing" shall have the meaning ascribed to such term in
-------
Section 3.1 hereof.

"Closing Date" shall have the meaning ascribed to such term
------------
in Section 3.1 hereof.

"Closing Payment" shall be an amount equal to (i) Four
---------------
Million Dollars ($4,000,000) plus (ii) the Estimated Working Capital minus
(iii) the Working Capital Adjustment.

"Code" shall mean the Internal Revenue Code of 1986, as
----
amended.

"Company" shall have the meaning ascribed to such term in
-------
the preamble hereto.

"Company Documents" shall have the meaning ascribed to such
-----------------
term in Section 4.2 hereof.

"Company Property" shall have the meaning ascribed to such
----------------
term in Section 4.12(a) hereof.

"Contract" means any contract, agreement, indenture, note,
--------
bond, loan, instrument, lease, commitment or other arrangement or
agreement.

"Employee Benefit Plans" shall have the meaning ascribed to
----------------------
such term in Section 4.16(a) hereof.

<PAGE>

"Environmental Permits" shall have the meaning ascribed to
---------------------
such term in Section 4.20(a) hereof.

"ERISA" shall have the meaning ascribed to such term in
-----
Section 4.16 hereof.

"ERISA Affiliate" means any trade or business (whether or
---------------
not incorporated) under common control with the Company, and which,
together with the Company, are treated as a single employer within the
meaning of Section 414(b), (c), (m) or (o) of the Code.

"Excluded Assets" shall have the meaning ascribed to such
---------------
term in Section 1.3 hereof.

"Financial Statements" shall have the meaning ascribed to
--------------------
such term in Section 4.8 hereof.

"FIRPTA Affidavit" shall have the meaning ascribed to such
----------------
term in Section 7.1(d) hereof.

"412 Plan" means any pension plan (as defined in Section
--------
3(2) of ERISA) which the Company or any ERISA Affiliate sponsors or
maintains and is covered under Section 412 of the Code or Section 302 of
ERISA.

"GAAP" means United States generally accepted accounting
----
principles as of the date hereof.

"Governmental Body" means any government or governmental or
-----------------
regulatory body thereof, or political subdivision thereof, whether federal,
state, local or foreign, or any agency, instrumentality or authority
thereof, or any court or arbitrator (public or private).

"Hazardous Material" means any substance, material or waste
------------------
which is regulated by the United States or any state or local governmental
authority including, without limitation, petroleum and its by-products,
asbestos, and any material or substance which is defined as a "hazardous
waste," "hazardous substance," "hazardous material," "restricted hazardous
waste," "industrial waste, solid waste," "contaminant," "pollutant," "toxic
waste" or "toxic substance" under any provision of Environmental Law.

"Knowledge" shall mean, with respect to the Company, the
---------
knowledge of either of Lynn D. Conley or Paul W. Conley.

<PAGE>

"Law" means any federal, state, local or foreign law
---
(including common law), statute, code, ordinance, rule, regulation or other
requirement.

"Legal Proceeding" means any judicial, administrative or
----------------
arbitral actions, suits, proceedings (public or private), claims or
governmental proceedings.

"Licenses" shall have the meaning ascribed to such term in
--------
Section 1.2(a) hereof.

"Lien" means any lien, pledge, mortgage, deed of trust,
----
security interest, claim, lease, charge, option, right of first refusal,
easement, servitude, transfer restriction under any shareholder or similar
agreement or encumbrance.

"Losses" means any and all losses, liabilities (accrued,
------
absolute, contingent or otherwise), suits, proceedings, judgments, awards,
demands, settlements, fines, assessments, damages, interest and penalties,
and costs and expenses (including without limitation reasonable attorneys
fees and litigation expenses).

"Material Adverse Change" means any material adverse change
-----------------------
in the business, properties, results of operations, prospects or condition
(financial or otherwise) of either the Company or the Stores.

"Material Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.15 hereof.

"Minimum Lease Condition" means that the Shareholders shall
-----------------------
have obtained consents from the landlords and lessors with respect to at
least 18 Real Property Leases. For purposes of this definition, (i) if the
Shareholders and Purchaser agree that a lessor s consent to the
transactions contemplated by this Agreement is not required consent shall
be deemed to have been obtained and (ii), if a Real Property Lease is
month-to-month, a written consent by a landlord or lessor to the Company s
continued occupancy on substantially the same terms or the execution of a
lease for such Premises by the Company, shall constitute consent with
respect to such Real Property Lease.

"Noncompetition Agreement" shall mean either an agreement in
------------------------
the form attached hereto as Exhibit A among the Company, the
Shareholders and Purchaser.

<PAGE>

"Order" means any order, injunction, judgment, decree,
-----
ruling, writ, assessment or arbitration award.

"OSHA" means the Occupational Safety and Health Act of 1970,
----
as amended, and any other Federal, state or local statute, law, ordinance,
code, rule or regulation or judicial or administrative order or decree
regulating, relating to or imposing liability or standards of conduct
concerning employee safety and/or health, as now or at any time hereafter
in effect.

"Permits" means any approvals, authorizations, consents,
-------
Licenses, permits or certificates.

"Permitted Exceptions" means (i) statutory liens for current
--------------------
taxes, assessments or other governmental charges not yet delinquent or the
amount or validity of which is being contested in good faith by appropriate
proceedings, provided an appropriate reserve is established therefor; (ii)
mechanics , carriers , workers , repairers and similar Liens arising or
incurred in the ordinary course of business that are not material to the
business, operations and financial condition of the property so encumbered
or the Company; (iii) zoning, entitlement and other land use and
environmental regulations by any Governmental Body, provided that such
regulations
--------
have not been violated; and (iv) such other imperfections in title,
charges, easements, restrictions and encumbrances which do not materially
detract from the value of or materially interfere with the present use of
any Company Property subject thereto or affected thereby.

"Person" means any individual, corporation, partnership,
------
firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.

"Personal Property Lease" shall have the meaning ascribed to
-----------------------
such term in Section 4.13(a) hereof.

"Property Contracts" shall have the meaning ascribed to such
------------------
term in Section 4.12(a) hereof.

"Purchase Price" shall have the meaning ascribed to such
--------------
term in Section 2.1 hereof.

"Purchaser Documents" shall have the meaning ascribed to
-------------------
such term in Section 5.2 hereof.

"Purchaser Indemnified Parties" shall have the meaning
-----------------------------
ascribed to such term in Section 9.2(a) hereof.

<PAGE>

"Real Property Lease" shall have the meaning ascribed to
-------------------
such term in Section 4.12(a) hereof.

"Subsidiary" of a Person means any other Person of which a
----------
majority of the outstanding voting securities or other voting equity
interests are owned, directly or indirectly, by such Person.

"Taxes" means all taxes, charges, fees, levies, imposts,
-----
duties, and other assessments, including but not limited to any income,
alternative minimum or add-on tax, estimated, gross income, gross receipts,
sales, use, transfer, gains, transactions, intangibles, ad valorem,
value-added, franchise, registration, title, license, capital, paid-up
capital, profits, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, recording, real property, personal property,
Federal highway use, commercial rent, environmental, windfall profit tax,
custom, duty or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest, penalties, or
additions to tax, and any interest or penalties imposed with respect to the
filing, obligation to file or failure to file any Tax Return.

"WARN" shall have the meaning ascribed to such term in
----
Section 6.8(c) hereof.

"Working Capital Adjustment" shall mean an amount of Five
--------------------------
Hundred Thousand Dollars ($500,000).

10.2 Expenses. Except as otherwise provided in this
--------
Agreement, the Shareholders and Purchaser shall each bear their own
expenses incurred in connection with the negotiation and execution of this
Agreement and each other agreement, document and instrument contemplated by
this Agreement and the consummation of the transactions contemplated hereby
and thereby.

10.3 Specific Performance. The Company and the
--------------------
Shareholders each acknowledge and agree that the breach of this
<PAGE>

Agreement would cause irreparable damage to the Purchaser and that
Purchaser will not have an adequate remedy at law. Therefore, the
obligations of the Company and the Shareholders under this Agreement,
including, without limitation, the Shareholders obligation to sell the
Shares to Purchaser, shall be enforceable by a decree of specific
performance issued by any court of competent jurisdiction, and appropriate
injunctive relief may be applied for and granted in connection therewith.
Such remedies shall, however, be cumulative and not exclusive and shall be
in addition to any other remedies which any party may have under this
Agreement or otherwise.

10.4 Further Assurances. Each of the Company, the
------------------
Shareholders and the Purchaser agrees to execute and deliver such other
documents or agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.

10.5 Arbitration. Any controversy arising under, out of,
-----------
in connection with, or relating to, this Agreement, and any amendment
hereof, or the breach hereof, shall be determined and settled by
arbitration in San Francisco, California, in accordance with the rules of
the American Arbitration Association. Any award rendered therein shall
specify the findings of fact of the arbitrator or arbitrators and the
reasons for such award, with reference to and reliance on relevant law. Any
such award shall be final and binding on each and all of the parties
thereto and their personal representatives, and judgment may be entered
thereon in any court having jurisdiction thereof and the fees of such
arbitrators (and, other than with respect to disputes under Section 1.4
hereof, reasonable attorneys fees) in connection with the determination
shall be paid by the party against whom the award was made, or if a
compromise was made, shared equally.

10.6 Entire Agreement; Amendments and Waivers. This
----------------------------------------
Agreement (including the schedules and exhibits hereto), the Company
Documents and the Purchaser Documents represent the entire understanding
and agreement between the parties hereto with respect to the subject matter
hereof and can be amended, supplemented or changed, and any provision
hereof or thereof can be waived, only by written instrument making specific
reference to this Agreement or specific the Company Document or Purchaser
Document signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. No action taken
pursuant to this Agreement, including without limitation, any investigation
by or on behalf of any party, shall

<PAGE>

be deemed to constitute a waiver by the party taking such action of
compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any Party hereto of a breach of any
provision of this Agreement or specific Company Document or Purchaser
Document shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party to exercise, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of such right, power or remedy by such
party preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.

10.7 Governing Law. This Agreement shall be governed by
-------------
and construed in accordance with the laws of the State of California
without giving effect to principles of conflicts of law.

10.8 Table of Contents and Headings. The table of contents
------------------------------
and section headings of this Agreement are for reference purposes only and
are to be given no effect in the construction or interpretation of this
Agreement.

10.9 Notices. All notices and other communications under
-------
this Agreement shall be in writing and shall be deemed given when delivered
personally, sent by nationally recognized overnight courier or mailed by
certified mail, return receipt requested, to the parties (and shall also be
transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified
by notice given to the other party pursuant to this provision):

If to Purchaser:

c/o Dollar Financial Group, Inc.
Daylesford Plaza, Suite 210
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312
Attention: Donald F. Gayhardt, Executive Vice
President
Telephone No.: (610) 296-3400
Telecopy No.: (610) 296-7844

<PAGE>

with a copy to:

If to the Company or the Shareholders:

Mr. Lynn D. Conley
9801 Woodward Lake Drive
Oakdale, CA 95361
Telephone No.: (209) 848-3733

and

Mr. Paul W. Conley
3600 Regency Park Drive
Modesto, CA 95356
Telephone No.: (209) 522-3749
Telecopy No.: (209) 522-8279

with a copy to:

Edward J. Willig, Esquire
Carr, McClellan, Ingersoll, Thompson
& Horn Professional Corporation
216 Park Road
Burlingame, CA 94010
Telephone No.: (415) 342-9600
Telecopy No.: (415) 342-7865

10.10 Severability. If any provision of this Agreement is
------------
invalid or unenforceable, the balance of this Agreement shall remain
in effect.

10.11 Binding Effect: Assignment. This Agreement, the
--------------------------
Company Documents and the Purchaser Documents shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement, any of the Company Documents
or any of the Purchaser Documents shall create or be deemed to create any
third party beneficiary rights in any person or entity not a party to this
Agreement, any of the Company Documents or any of the Purchaser Documents
except as provided below.
No assignment of this Agreement, any of the

<PAGE>

Company Documents or any of the Purchaser Documents or of any rights or
obligations hereunder or thereunder may be made by any party hereto or
thereto without the prior written consent of the other parties hereto or
thereto, as the case may be, and any attempted assignment without the
required consents shall be void; provided, however, that
-------- -------
the Purchaser may assign this Agreement and any of the Company Documents or
the Purchaser Documents and any or all rights hereunder or thereunder
(including, without limitation, the Purchaser s rights to purchase the
Assets and the Purchaser s rights to seek indemnification hereunder) (i) to
any Affiliate of the Purchaser or (ii) after the Closing, to any purchaser
or transferee of any of the Assets transferred to Purchaser hereunder or
thereunder. No such assignment shall relieve Purchaser of its obligations
or duties under this Agreement. Upon any such permitted assignment, the
references in this Agreement or any of the Company Documents or the
Purchaser Documents to the Purchaser shall also apply to any such assignee
unless the context otherwise requires.

10.12 Counterparts. This Agreement may be executed by the
------------
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a
number of copies hereof each signed by less than all, but together signed
by all of the parties hereto.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as
of the date first written above.

DOLLAR FINANCIAL GROUP, INC.

By: /s/ Peter Sokolowski
-------------------------------
Name: Peter Sololowski
Title: Vice President

MANOR INVESTMENT CO., INC.

By: /s/ Lynn D. Conley
--------------------------------
Name: Lynn D. Conley
Title: Chairman and
Chief Executive
Officer

/s/ Lynn D. Conley
-----------------------------------
LYNN D. CONLEY, individually and as
Trustee of the Manor Investment
Company, Inc. Profit-Sharing Plan &
Trust

/s/ Paul W. Conley
-----------------------------------
PAUL W. CONLEY, individually and as
Trustee of the Manor Investment
Company, Inc. Profit-Sharing Plan &
Trust

NYFS06...:\47\41847\0008\1710\FRMD186V.050
<PAGE>
EXHIBIT A

NON-COMPETITION AGREEMENT
-------------------------

This NON-COMPETITION AGREEMENT is entered into on this ____ day
of __________, 1996 between MANOR INVESTMENT CO., INC., a California
corporation (the Company ), LYNN D. CONLEY and PAUL W. CONLEY (the
Shareholders ), who collectively own all of the issued and outstanding
shares of Common Stock of the Company, and DOLLAR FINANCIAL GROUP, INC., a
New York corporation (the "Purchaser").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Shareholders and Purchaser are parties to a Stock
Purchase Agreement (the "Stock Purchase Agreement") dated October 22, 1996,
pursuant to which Stock Purchase Agreement the Purchaser will acquire all
of the issued and outstanding capital stock of the Company (the Stock ).
All capitalized terms not otherwise defined herein shall have the meaning
set forth in the Stock Purchase Agreement; and
WHEREAS, as a material and significant inducement to the
Purchaser to enter into and consummate the transactions contemplated by the
Stock Purchase Agreement and in order to protect the Purchaser's investment
in the Stock, the Shareholders have agreed not to compete with the
Purchaser in the territory and for the time period specified below.
NOW, THEREFORE, for the consideration set forth in the Stock
Purchase Agreement, and in consideration of the mutual covenants and
agreements contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. For a period of five (5) years after the Closing Date (the
"Restricted Period"), neither of the Shareholders shall directly or
indirectly (i) engage in (as principal, shareholder, partner, director,
officer, agent, employee, consultant or otherwise) or be financially
interested in any business operating within the Counties of Alameda,
Fresno,

<PAGE>

Sacramento, San Francisco, San Joaquin and Stanislaus, California within a
10-mile radius of any municipality in which a Store is located (the
"Restricted Area"), which is involved in business activities which are the
same as, similar to or in competition with business activities carried on
by the Company, or being definitely planned by the Company, on the Closing
Date; provided, however, nothing contained in this Section 1 shall prevent
(A) either Shareholder from holding for investment no more than one percent
(1%) of any class of equity securities of a company whose securities are
publicly traded on a national securities exchange or in a national market
system or (B) Paul W. Conley from owning an interest in Cash King, a
general partnership, so long as the Company or its successor in interest
has a food stamp distribution contract with Stanislaus County and Cash King
does business solely at its current location; or (ii) induce or attempt to
influence any employee, customer, independent contractor or supplier of the
Company to terminate employment or any other relationship with the
Purchaser, on account of either of the Shareholders or for any person,
firm, corporation or organization.
2. Neither Shareholder shall at any time knowingly take any
action or make any statement the effect of which would be, directly or
indirectly, to impair the good will associated with the Company or the good
will of Purchaser, or the business reputation or good name associated with
the Company or the business reputation or good name of Purchaser, or be
otherwise detrimental to the interests associated with the Company or the
interests of Purchaser, including any action or statement intended,
directly or indirectly, to benefit a competitor of the business associated
with the Company or of Purchaser.

<PAGE>

3. Each Shareholder acknowledges that the restrictions contained
in Sections 1 and 2 above, in view of the business associated with the
Company and in which each of Purchaser and the Company is engaged, are
reasonable and necessary in order to protect the Purchaser's legitimate
interests and that any violation thereof would result in irreparable injury
to the Purchaser. The Shareholders therefore acknowledge that in the event
of any violation thereof, Purchaser shall be authorized and entitled to
obtain, from any court of competent jurisdiction, preliminary and permanent
injunctive relief as well as an equitable accounting of all profits and
benefits arising out of such violation, which rights and remedies shall be
cumulative and in addition to any other rights or remedies to which the
Purchaser may be entitled at law or in equity.
4. In the event that there should be a violation of the
restrictions contained in Sections 1 or 2 above, the duration of such
restrictions shall be extended for a period of time equal to the period of
time during which such breach or breaches shall occur.
5. In the event that any of the territorial or temporal
limitations set forth herein are deemed to be unreasonable by a court of
competent jurisdiction or any other proceeding, the parties hereto agree to
reduce either said territorial or temporal restriction to limits that such
court or such authority in such other proceeding shall deem reasonable.
6. The existence of any claim or cause of action by any
Shareholder against the Purchaser, whether predicated on this Agreement,
the Stock Purchase Agreement or any of the provisions contained herein or
therein, shall not constitute a defense to the enforcement by Purchaser of
the foregoing restrictions, but shall be litigated separately.

<PAGE>

7. All notices, requests, demands and other communications
hereunder shall be delivered at the addresses under and pursuant to the
provisions of Section 10.9 of the Stock Purchase Agreement.
8. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors and assigns.
9. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation,
provisions concerning limitations of actions), shall be governed by and
construed in accordance with the laws of the State of California.
10. This Agreement may be executed in counterparts, any of which
shall be deemed to be an original as against a party whose signature
appears thereon, and all of which shall together constitute one and the
same instrument.
11. Neither the failure nor any delay on the part of any party to
exercise any right, remedy, power or privilege ("Right") under this
Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any Right preclude any other or further exercise of the
same or of any other Right, nor shall any waiver of any Right with respect
to any occurrence be construed as a waiver of such Right with respect to
any other occurrence.

<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date first above written.

MANOR INVESTMENT CO., INC.

By:
-------------------------------------
Name:
Title:

SHAREHOLDERS

----------------------------------------
Lynn D. Conley

----------------------------------------
Paul W. Conley

DOLLAR FINANCIAL GROUP, INC.

By:
-------------------------------------
Name:
Title:

NYFS06...:\47\41847\0008\1710\AGRD186S.570
<PAGE>

EXHIBIT B

[FORM OF LEGAL OPINION (SELLER)]

[DATE]

Ladies and Gentlemen:

We have acted as counsel to Manor Investment Co., Inc., a
California corporation (the "Company"), and Lynn D. Conley and Paul W.
Conley, individually and as Trustees of the Manor Investment Company, Inc.
Profit Sharing Plan & Trust (collectively, the "Shareholders"), in
connection with the transactions contemplated by that certain Stock
Purchase Agreement (the "Purchase Agreement") dated as of October 23, 1996
by and among Monetary Management of California, Inc. (the "Purchaser"), the
Company and the Shareholders. Capitalized terms used herein, except as
otherwise defined, have the respective meanings set forth in the Purchase
Agreement. This opinion is rendered pursuant to Section 8.1(a) of the
Purchase Agreement.

In connection with the rendering of the opinions set forth
herein, we have reviewed the Purchase Agreement and the Non-Competition
Agreement among the Company, the Shareholders and the Purchaser dated
November __, 1996 (together with the Purchase Agreement, the "Agreements");
and such corporate records, certificates of officers, certificates of
public officials, and other documents and instruments and such questions of
law as we have considered necessary or appropriate to require as a basis
for the opinions expressed herein.

As to questions of fact material to such opinions, we have, where
relevant facts were not independently established, relied upon a
Certificate or Certificates of Lynn D. Conley and/or Paul W. Conley. We
have no reason to believe that such reliance is unwarranted.

We have assumed that the signatures and seals on all documents
examined by us, but not executed in our presence, are genuine, that each
person signing is of legal age and is legally competent, that all documents
submitted to us as originals are authentic, and that all documents
submitted to us as copies conform with the originals and that such
originals are authentic, which assumptions we have not independently
verified. We have assumed that the Purchase Agreement and any other
documents required to be executed by any party, other than the Shareholders
and the Company, have been duly executed and delivered by that party or
parties pursuant to due authorization, that each such

<PAGE>

other party had the necessary legal capacity or power to enter into the
Purchase Agreement or such other document or documents, and that the
Purchase Agreement and such other document or documents are enforceable
against each such other party, as applicable.

Whenever a statement herein is qualified by the phrase "to the
best of our knowledge" or a similar phrase, the qualification is intended
to indicate that, during the course of our examination of any documents,
certificates and instruments in the course of this transaction, no
information that would give current actual knowledge of the inaccuracy of
such statement has come to the attention of those attorneys in this firm
who have made such examination. However, we have not undertaken any
investigation to determine the accuracy of such statement, and any limited
inquiry undertaken by us during the preparation of this opinion letter
should not be regarded as such an investigation. No inference as to our
knowledge of any matters bearing on the accuracy of any such statement
should be drawn from the fact of our representation of the Company and the
Shareholders.

Based upon and subject to the foregoing and subject to the
qualifications and assumptions herein stated, it is our opinion that:

1. The Company is a corporation duly organized and validly
existing under the laws of the State of California and has the corporate
power and corporate authority to execute and deliver and to perform its
obligations under the Agreements.

2. Each of the Agreements has been duly authorized,
executed and delivered by the Company and the Shareholders.

3. Each of the Agreements is the valid and binding obligation of
the Company and the Shareholders, as applicable, enforceable against the
Company and the Shareholders, as applicable, in accordance with its terms.

4. Neither the execution of and delivery by the Company and the
Shareholders of the Agreements nor the consummation and performance by the
Company and the Shareholders of any of the transactions contemplated
thereby (a) requires the consent or approval of, the giving of notice to,
or the registration with, or the taking of any other action with respect
to, any governmental authority or agency of the State of California or the
Federal government except those already obtained or (b) to the best of our
knowledge, violates any law,

<PAGE>

governmental rule or regulation of the State of California or the Federal
government or any Governmental subdivision thereof, or (c) violates the
articles of incorporation or the Bylaws of the Company.

5. To the best of our knowledge, no suit, action or other
proceeding against the Company or the Shareholders is pending before any
court or governmental agency which seeks to restrain or prohibit, or to
obtain damages or other relief in connection with, the Agreements or the
consummation of the transactions contemplated thereby, nor, to the best of
our knowledge, is any such suit, action or other proceeding threatened.

6. All of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
nonassessable. The Shares are not subject to any preemptive rights provided
for in the articles of incorporation of the Company, or to the best of our
knowledge, in any other agreement, document or instrument. To the best of
our knowledge, there is no outstanding option, warrant or other right
regarding the issuance of, or any commitment, plan or arrangement to issue,
any shares of capital stock of the Company or any security convertible into
or exchangeable for capital stock of the Company. The Shareholders are the
record and, to our knowledge, beneficial owners of all of the outstanding
capital stock of the Company except as otherwise specified in Schedule ___
to the Purchase Agreement and except for any community property interest of
________. The Shares constitute all of the issued and outstanding capital
stock of the Company.

The opinions set forth above are subject to the following
qualifications: (i) the enforceability of the obligations of the Company
and the Shareholders under the Agreements is subject to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other similar laws
now or hereafter in effect relating to creditors' rights; (ii) the
enforceability of the obligations of the Company and the Shareholders under
the Agreements may be limited by applicable equitable principles,
regardless of whether considered in a proceeding in equity or at law; (iii)
the availability of equitable remedies, including without limitation
specific performance and injunctive relief, is subject to the discretion of
the court before which any proceeding therefor may be brought; (iv) no
opinion is expressed as to the enforceability of provisions requiring
indemnification for liabilities under the securities laws; (v) the opinion
given in section 4(b) above means that the matters discussed therein, at or
before the closing of the transaction, neither are

<PAGE>

prohibited by, nor subject the Company or the Shareholders to a fine,
penalty or similar sanction that would be materially adverse to the Company
or the Shareholders under any federal or State of California statute or
regulation that a general business lawyer in California exercising
customary professional diligence would reasonably recognize to be directly
applicable to any of the Company or the Shareholders, or the transaction,
or both; (vi) no opinion is expressed concerning ERISA or any state or
federal antitrust, blue sky, securities, environmental, labor, health, or
safety laws, rules or regulations, and (vii) no opinion is expressed as to
the enforceability of any provisions relating to noncompetition.

All opinions expressed herein are subject, as applicable, to the
duties of each party to act in accordance with the covenants of good faith
and fair dealing implied in every agreement under California law.

We understand that we have no obligation to update this opinion
to reflect any facts or circumstances occurring after the date hereof.

We are admitted to the Bar of the State of California and express
no opinion as to the laws of any other state. We are opining herein as to
the effect on the subject transaction only of the laws of the State of
California, and the federal laws of the United States of America, and we
assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction. Further, we do not express
any opinion whatsoever herein with respect to choice of law or conflicts of
law, and none of the opinions stated above shall be deemed to include or
refer to choice of law or conflicts of law.

This opinion is furnished by us at your request for your sole
benefit, and no other person or entity shall be entitled to rely on this
opinion without our express written consent. This opinion shall not be
published or reproduced in any manner or distributed or circulated to any
person or entity without our express written consent. Our opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.

Very truly yours,

NYFS06...:\47\41847\0008\6678\EXH1067X.310
<PAGE>

EXHIBIT C

[FORM OF LEGAL OPINION (PURCHASER)]

[DATE]

Ladies and Gentlemen:

We have acted as counsel to Dollar Financial Group, Inc., a New York
corporation ("Purchaser"), in connection with the transactions contemplated
by that certain Stock Purchase Agreement (the "Purchase Agreement") dated
as of October 22, 1996 by and among Purchaser, Manor Investment Co., Inc.
("Manor"), and Lynn D. Conley and Paul W. Conley, the Shareholders of
Manor. Capitalized terms used herein, except as otherwise defined, have the
respective meanings set forth in the Purchase Agreement.

In connection with our opinion herein, we have examined executed
copies of the Purchase Agreement and the other agreements delivered at
Closing, (together, the "Agreements") and certain other documents relating
to the transaction. We have relied upon the representations and warranties
contained in each such document and upon originals or copies, certified or
otherwise identified to our satisfaction, of such other documents and
statements of officials of Purchaser as we have deemed relevant to the
rendering of this opinion, including, without limitation, a certificate of
incorporation certified by the New York Secretary of State, the By-Laws of
Purchaser certified by its secretary, and certain resolutions of the Board
of Directors and shareholders of Purchaser. As to all matters of fact
covered by such documents, we have relied, without independent
investigation or verification, on such documents. In such examination we
have assumed the genuineness of all signatures (other than that of
Purchaser) and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted
to us as copies.

In rendering the opinions set forth below, we have assumed the due
authorization, execution and delivery of the Agreements by each of the
parties thereto (other than by Purchaser).

<PAGE>

Whenever a statement herein is qualified by the phrase "to the best of
our knowledge" or a similar phrase, the qualification is intended to
indicate that, during the course of our examination of any documents,
certificates and instruments in the course of this transaction, no
information that would give current actual knowledge of the inaccuracy of
such statement has come to the attention of those attorneys in this firm
who have made such examination. However, we have not undertaken any
investigation to determine the accuracy of such statement, and any limited
inquiry undertaken by us during the preparation of this opinion letter
should not be regarded as such an investigation. No inference as to our
knowledge of any matters bearing on the accuracy of any such statement
should be drawn from the fact of our representation of Purchaser.

Based upon and subject to the foregoing and subject to the
qualifications set forth below, it is our opinion that:

1. Purchaser is a corporation duly organized and validly existing under
the laws of the State of New York and has the corporate power and authority
to execute and deliver and to perform its obligations under the Agreements.

2. Each of the Agreements has been duly authorized, executed
and delivered by Purchaser, as applicable.

3. Each of the Agreements has been duly authorized by all necessary
corporate action on the part of Purchaser, as appropriate, and is the valid
and binding obligation of Purchaser, as applicable, enforceable in
accordance with its terms, except that (a) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereinafter in effect relating to creditors' rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceedings therefor may be brought.

4. Neither the execution of and delivery by Purchaser of the Agreements
nor the consummation and performance by Purchaser of any of the
transactions contemplated thereby (a) requires the consent or approval of,
the giving of notice to, or the registration with, or the taking of any
other action with respect to, any governmental authority or agency of the
State of New York or the Federal government except those already obtained;
(b) violates any law, governmental rule or regulation of the State of New
York or the Federal government or any governmental

<PAGE>

subdivision thereof; or (c) violates the Articles of Incorporation or
the By-Laws of Purchaser.

5. To the best of our knowledge, no suit, action or other proceeding
against Purchaser is pending before any court or governmental agency which
seeks to restrain or prohibit, or to obtain damages or other relief in
connection with, the Agreements or the consummation of the transactions
contemplated thereby, nor, to the best of our knowledge, is any such suit,
action or other proceeding threatened.

The opinions expressed above are limited to the Federal Laws of the
United States and the law of the State of Pennsylvania. We have not made
any review of the laws of any state other than Pennsylvania. In rendering
our opinion regarding qualification to do business in or good standing in
the State of New York, we have relied solely on certificates issued by
state officials as noted above. Accordingly, we express no opinion as to
matters governed by the laws of any other state or jurisdiction.

This opinion is furnished by us at your request for your sole benefit,
and no other person or entity shall be entitled to rely on this opinion
without our express written consent. This opinion shall not be published or
reproduced in any manner or distributed or circulated to any person or
entity without our express written consent. Our opinion is limited to the
matters started herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.

Very truly yours,

NYFS06...:\47\41847\0008\1710\FRMD186V.000

EXHIBIT 10.12
<PAGE>

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of November 15, 1996

among

DOLLAR FINANCIAL GROUP, INC.,
as the Borrower,

and

CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as Lenders,

LEHMAN COMMERCIAL PAPER, INC.,
as Documentation Agent for the Lenders,

and

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Administrative Agent for the Lenders

<PAGE>

TABLE OF CONTENTS

PAGE
ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.1. Defined Terms . . . . . . . . . . . . . . . . . . . . . 2
1.2. Use of Defined Terms . . . . . . . . . . . . . . . . . 28
1.3. Cross-References . . . . . . . . . . . . . . . . . . . 28
1.4. Accounting and Financial Determinations . . . . . . . . 28

ARTICLE II.

COMMITMENTS, BORROWING PROCEDURES,
LETTERS OF CREDIT AND NOTES

2.1. Commitments . . . . . . . . . . . . . . . . . . . . . . 29
2.2. Lenders Not Permitted or Required to Make Loans . . . . 29
2.3. Issuer Not Permitted or Required to Issue Letters
of Credit . . . . . . . . . . . . . . . . . . . . . . . 29
2.4. Reduction of Commitment Amount . . . . . . . . . . . . 30
2.5. Borrowing Procedure . . . . . . . . . . . . . . . . . . 30
2.6. Continuation and Conversion Elections . . . . . . . . . 31
2.7. Funding . . . . . . . . . . . . . . . . . . . . . . . . 32
2.8. Issuance Procedures. . . . . . . . . . . . . . . . . . 32
2.8.1. Other Lenders' Participation . . . . . . . . . 32
2.8.2. Disbursements . . . . . . . . . . . . . . . . 33
2.8.3. Reimbursement . . . . . . . . . . . . . . . . 33
2.8.4. Deemed Disbursements . . . . . . . . . . . . . 34
2.8.5. Nature of Reimbursement Obligations . . . . . 35
2.9. Notes . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE III.

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1. Repayments and Prepayments . . . . . . . . . . . . . . 36
3.1.1. Voluntary Prepayments . . . . . . . . . . . . 36
3.1.2. Mandatory Prepayments . . . . . . . . . . . . 37
3.2. Interest Provisions . . . . . . . . . . . . . . . . . . 38
3.2.1. Rates . . . . . . . . . . . . . . . . . . . . 38
3.2.2. Post-Maturity Rates . . . . . . . . . . . . . 39
3.2.3. Payment Dates . . . . . . . . . . . . . . . . 39
3.3. Fees . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.3.1. Letter of Credit Fees . . . . . . . . . . . . 40
3.3.2. Non-Use Fee . . . . . . . . . . . . . . . . . 40

<PAGE>

TABLE OF CONTENTS
-----------------
(continued)
Page
----

ARTICLE IV.

EURODOLLAR RATE AND OTHER PROVISIONS

4.1. Eurodollar Rate Lending Unlawful . . . . . . . . . . . 41
4.2. Deposits Unavailable . . . . . . . . . . . . . . . . . 41
4.3. Increased Eurodollar Rate Loan Costs, etc. . . . . . . 42
4.4. Funding Losses . . . . . . . . . . . . . . . . . . . . 42
4.5. Increased Capital Costs . . . . . . . . . . . . . . . . 43
4.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.7. Payments, Computations, etc. . . . . . . . . . . . . . 44
4.8. Sharing of Payments . . . . . . . . . . . . . . . . . . 45
4.9. Setoff . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE V.

CONDITIONS PRECEDENT

5.1. Restatement Date . . . . . . . . . . . . . . . . . . . 46
5.1.1. Resolutions, etc. . . . . . . . . . . . . . . 47
5.1.2. Delivery of Notes . . . . . . . . . . . . . . 47
5.1.3. No Material Adverse Change . . . . . . . . . . 47
5.1.4. Restatement Date Certificate . . . . . . . . . 47
5.1.5. Financial Information, etc. . . . . . . . . . 48
5.1.6. Opinions of Counsel . . . . . . . . . . . . . 48
5.1.7. Obligors . . . . . . . . . . . . . . . . . . . 48
5.1.8. Solvency, etc. . . . . . . . . . . . . . . . . 49
5.1.9. Fees and Expenses . . . . . . . . . . . . . . 49
5.1.10. Senior Notes Indenture and Registration
Rights Agreement . . . . . . . . . . . . . . . 49
5.1.11. Existing Credit Agreement . . . . . . . . . . 49
5.1.12. Senior Notes . . . . . . . . . . . . . . . . . 49
5.1.13. Proposed Acquisitions . . . . . . . . . . . . 49
5.2. All Credit Extensions . . . . . . . . . . . . . . . . . 49
5.2.1. Compliance with Warranties, No Default, etc. 49
5.2.2. Credit Request . . . . . . . . . . . . . . . . 50
5.2.3. Satisfactory Legal Form . . . . . . . . . . . 51

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

6.1. Organization, etc. . . . . . . . . . . . . . . . . . . 51
6.2. Due Authorization, Non-Contravention, etc. . . . . . . 51
6.3. Government Approval, Regulation, etc. . . . . . . . . . 52
6.4. Validity, etc. . . . . . . . . . . . . . . . . . . . . 52
6.5. Financial Information . . . . . . . . . . . . . . . . . 52
6.6. No Material Adverse Change . . . . . . . . . . . . . . 53

<PAGE>

TABLE OF CONTENTS
-----------------
(continued)
Page
----

6.7. Litigation, Labor Controversies, etc. . . . . . . . . . 53
6.8. Subsidiaries . . . . . . . . . . . . . . . . . . . . . 53
6.9. Ownership of Properties . . . . . . . . . . . . . . . . 53
6.10. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 53
6.11. Pension and Welfare Plans . . . . . . . . . . . . . . . 54
6.12. Environmental Warranties . . . . . . . . . . . . . . . 54
6.13. Regulations G, T, U and X . . . . . . . . . . . . . . . 56
6.14. Accuracy of Information . . . . . . . . . . . . . . . . 56
6.15. Consumer Credit . . . . . . . . . . . . . . . . . . . . 56
6.16. Compliance with Laws . . . . . . . . . . . . . . . . . 57
6.17. Solvency . . . . . . . . . . . . . . . . . . . . . . . 57
6.18. Borrowing Base . . . . . . . . . . . . . . . . . . . . 57

ARTICLE VII.

COVENANTS

7.1. Affirmative Covenants . . . . . . . . . . . . . . . . . 57
7.1.1. Financial Information, Reports, Notices,
etc. . . . . . . . . . . . . . . . . . . . . . 57
7.1.2. Compliance with Laws, etc. . . . . . . . . . . 60
7.1.3. Maintenance of Properties . . . . . . . . . . 60
7.1.4. Insurance . . . . . . . . . . . . . . . . . . 61
7.1.5. Books and Records . . . . . . . . . . . . . . 61
7.1.6. Environmental Covenant . . . . . . . . . . . . 61
7.1.7. Future Subsidiaries . . . . . . . . . . . . . 62
7.1.8. Use of Proceeds . . . . . . . . . . . . . . . 64
7.2. Negative Covenants . . . . . . . . . . . . . . . . . . 64
7.2.1. Business Activities . . . . . . . . . . . . . 64
7.2.2. Indebtedness . . . . . . . . . . . . . . . . . 65
7.2.3. Liens . . . . . . . . . . . . . . . . . . . . 66
7.2.4. Financial Condition . . . . . . . . . . . . . 67
7.2.5. Investments . . . . . . . . . . . . . . . . . 68
7.2.6. Restricted Payments, etc. . . . . . . . . . . 69
7.2.7. Capital Expenditures, etc. . . . . . . . . . . 69
7.2.8. Take or Pay Contracts . . . . . . . . . . . . 70
7.2.9. Consolidation, Merger, etc. . . . . . . . . . 70
7.2.10. Asset Dispositions, etc. . . . . . . . . . . . 73
7.2.11. Modification of Certain Agreements . . . . . . 73
7.2.12. Transactions with Affiliates . . . . . . . . . 73
7.2.13. Negative Pledges, Restrictive Agreements,
etc. . . . . . . . . . . . . . . . . . . . . . 74
7.2.14. Limitation on Issuance of Guaranty
Obligations . . . . . . . . . . . . . . . . . 74

<PAGE>

TABLE OF CONTENTS
-----------------
(continued)
Page
----

ARTICLE VIII.

EVENTS OF DEFAULT

8.1. Listing of Events of Default . . . . . . . . . . . . . 75
8.1.1. Non-Payment of Obligations . . . . . . . . . . 75
8.1.2. Breach of Warranty . . . . . . . . . . . . . . 75
8.1.3. Non-Performance of Certain Covenants and
Obligations . . . . . . . . . . . . . . . . . 76
8.1.4. Non-Performance of Other Covenants and
Obligations . . . . . . . . . . . . . . . . . 76
8.1.5. Default on Other Indebtedness . . . . . . . . 76
8.1.6. Judgments . . . . . . . . . . . . . . . . . . 76
8.1.7. Pension Plans . . . . . . . . . . . . . . . . 77
8.1.8. Control of the Borrower . . . . . . . . . . . 77
8.1.9. Bankruptcy, Insolvency, etc. . . . . . . . . . 77
8.1.10. Impairment of Security, etc. . . . . . . . . . 78
8.1.11. Rubin Litigation . . . . . . . . . . . . . . . 78
8.1.12. Registration Rights Agreement . . . . . . . . 78
8.2. Action if Bankruptcy . . . . . . . . . . . . . . . . . 78
8.3. Action if Other Event of Default . . . . . . . . . . . 79

ARTICLE IX.

THE AGENTS

9.1. Appointment and Authorization . . . . . . . . . . . . . 79
9.2. Delegation of Duties . . . . . . . . . . . . . . . . . 80
9.3. Liability of Administrative Agent . . . . . . . . . . . 80
9.4. Reliance by Administrative Agent . . . . . . . . . . . 81
9.5. Notice of Default . . . . . . . . . . . . . . . . . . . 81
9.6. Credit Decision . . . . . . . . . . . . . . . . . . . . 82
9.7. Indemnification . . . . . . . . . . . . . . . . . . . . 83
9.8. Administrative Agent in Individual Capacity . . . . . . 84
9.9. Successor Administrative Agent . . . . . . . . . . . . 84
9.10. Withholding Tax . . . . . . . . . . . . . . . . . . . . 85
9.11. Collateral Matters . . . . . . . . . . . . . . . . . . 87

ARTICLE X.

MISCELLANEOUS PROVISIONS

10.1. Waivers, Amendments, etc. . . . . . . . . . . . . . . . 88
10.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . 89
10.3. Payment of Costs and Expenses . . . . . . . . . . . . . 89
10.4. Indemnification . . . . . . . . . . . . . . . . . . . . 90
10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . 92
10.6. Severability . . . . . . . . . . . . . . . . . . . . . 92
10.7. Headings . . . . . . . . . . . . . . . . . . . . . . . 92

<PAGE>

TABLE OF CONTENTS
-----------------
(continued)
Page
----

10.8. Execution in Counterparts, Effectiveness, etc.. . . . . 92
10.9. Governing Law; Entire Agreement . . . . . . . . . . . . 92
10.10. Successors and Assigns . . . . . . . . . . . . . . . . 93
10.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes . . . . . . . . . . . . . . . . . . . . 93
10.11.1. Assignments . . . . . . . . . . . . . . . . . 93
10.11.2. Participations . . . . . . . . . . . . . . . . 95
10.12. Other Transactions . . . . . . . . . . . . . . . . . . 96
10.13. Forum Selection and Consent to Jurisdiction . . . . . . 96
10.14. Waiver of Jury Trial . . . . . . . . . . . . . . . . . 97

Schedule 1.1 - Commitments and Percentages of Lenders
SCHEDULE I - Disclosure Schedule

EXHIBIT A - Form of Revolving Note
EXHIBIT B - Form of Borrowing Base Certificate
EXHIBIT C - Form of Officer Solvency Certificate
EXHIBIT D - Form of Reaffirmation of Loan Documents
EXHIBIT E - Form of Borrowing Request
EXHIBIT F - Form of Continuation/Conversion Notice
EXHIBIT G-1 - Form of Opinion of Weil, Gotshal & Manges LLP
EXHIBIT G-2 - Form of Opinion of Jodi Mignatti, Esq.
EXHIBIT H - Form of Lender Assignment Agreement
EXHIBIT I - Form of Compliance Certificate
EXHIBIT J - Form of Restatement Date Certificate
EXHIBIT K - Subsidiary Guaranty
EXHIBIT L-1 - Borrower Pledge Agreement
EXHIBIT L-2 - Holdings Guaranty and Pledge Agreement
EXHIBIT M-1 - Borrower Security Agreement
EXHIBIT M-2 - Subsidiary Security Agreement
EXHIBIT N - Amended and Restated Cash Field Warehousing
Agreement
EXHIBIT O - Amended and Restated Funds Transfer and Indemnity
Agreement
EXHIBIT P - Form of Issuance Request
EXHIBIT Q - Form of Acquisition Certificate

<PAGE>

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
November 15, 1996, among DOLLAR FINANCIAL GROUP, INC., a New York
corporation formerly known as Monetary Management Corporation (the
"Borrower"), BANK OF AMERICA ILLINOIS, LEHMAN COMMERCIAL PAPER, INC.
--------
and THE FIRST NATIONAL BANK OF MARYLAND and the various other
financial institutions as may become parties hereto (collectively, the
"Lenders"), LEHMAN COMMERCIAL PAPER, INC., as documentation agent for
-------
the Lenders (the "Documentation Agent"), and BANK OF AMERICA NATIONAL
-------------------
TRUST AND SAVINGS ASSOCIATION, a national banking association
("BofA"), as administrative agent (the "Administrative Agent"), for
---- --------------------
the Lenders,

W I T N E S S E T H:

WHEREAS, the Borrower, a wholly-owned direct Subsidiary of DFG
Holdings, Inc., a Delaware corporation formerly known as Monetary
Management Holdings, Inc. ("Holdings"), is engaged directly, through
--------
its various Subsidiaries and through its minority ownership interest
in various other Persons in the business of operating check cashing
stores, distributing public assistance benefits, selling money orders,
providing short-term consumer loans, providing bill payment services
and processing income tax refunds and franchising stores which perform
these services (collectively, the "Check Cashing Business");
----------------------
WHEREAS, on August 8, 1996, the Borrower, the Administrative
Agent and certain Lenders entered into a Credit Agreement (such Credit
Agreement, as amended to the date hereof, being herein referred to as
the "Existing Credit Agreement") pursuant to which certain Lenders
-------------------------
have made revolving loans and term loans to the Borrower;

WHEREAS, the Borrower, the Administrative Agent and the
Lenders desire that the Existing Credit Agreement be amended and
restated on the terms and conditions set forth herein to, among other
things, set forth the terms and conditions under which the Lenders
hereafter will extend Loans to the Borrower; it being the intention of
the Borrower, the Administrative Agent and the Lenders that this
Agreement and the execution and delivery of any substituted promissory
notes not effect a novation of the obligations of the Borrower to the
Lenders under the Existing Credit Agreement but merely a restatement
and, where applicable, a substitution of the terms governing and
evidencing such obligations hereafter;

<PAGE>

WHEREAS, in order to provide financing for the working capital
requirements of the Borrower and its Subsidiaries the Borrower desires
to obtain from the Lenders, and the Lenders are willing to extend, on
the terms and subject to the conditions hereinafter set forth
(including Article V), financing to the Borrower on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, the Existing Credit Agreement is hereby
amended and restated in its entirety, and the parties hereto agree, as
follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms (whether or
-------------
not underscored) when used in this Agreement, including its preamble
and recitals, shall, except where the context otherwise requires, have
the following meanings (such meanings to be equally applicable to the
singular and plural forms thereof):

"ABC" means ABC Check Cashing, Inc., an Arizona corporation.
---
"Account Receivable" means any right to payment for goods sold
------------------
or leased or services rendered, whether or not evidenced by an
instrument or chattel paper, whether or not it has been earned by
performance.

"Acquisition Capital Expenditures" means the aggregate amount
--------------------------------
of all expenditures of the Borrower and its Subsidiaries for fixed or
capital assets of ABC, Any-Kind or any Acquisition Prospect acquired
in a Permitted Acquisition, together with related expenditures for
capital improvements, in connection with the acquisition thereof made
on or a date reasonably near to (but in any event not later than
twelve months after) the date of such acquisition, as detailed in the
Acquisition Certificate related thereto or in the Acquisition Notice
(under and as defined in the Existing Credit Agreement) related
thereto (with respect to the acquisitions of ABC and Any-Kind).

"Acquisition Certificate" is defined in Section 7.2.9(c).
-----------------------
"Acquisition Date" means the Business Day on which a Permitted
----------------
Acquisition is consummated in accordance with Section 7.2.9(c).

<PAGE>

"Acquisition Prospect" means each Person whose stock or assets
--------------------
is intended to be acquired in a Permitted Acquisition including, in
each case, the assets and the liabilities thereof.

"Adjusted EBITDA" means, with respect to an Acquisition
---------------
Prospect for any period, an amount equal to the sum of

(a) EBITDA of such Acquisition Prospect for such period

plus

(b) to the extent approved in writing by the Required
Lenders, the result (which may be a negative number) of the
calculation set forth below:

(i) the amount for such period of all remuneration
paid and the value of other benefits provided to (x) an
Affiliate that controls such Acquisition Prospect or (y)
to the extent in excess of reasonable compensation and
benefits to other officers of the Acquisition Prospect or
any Affiliate thereof, in such case, to the extent that
such Person shall cease to be employed by the Acquisition
Prospect following the consummation of the Permitted
Acquisition

minus

(ii) the aggregate amount of all remuneration to be
paid and the value of other benefits provided for the
four Fiscal Quarter period commencing after the
consummation of the Permitted Acquisition to officers and
other management employed from or after the consummation
of the Permitted Acquisition to replace Persons
terminated as described in clause (b)(i) above

minus

(iii) all items of capitalized expense which, as a
result of the Permitted Acquisition, would be
recharacterized as expenses

plus

(iv) all items of expense of the Acquisition
Prospect for such period which would be

<PAGE>

recharacterized as capitalized expenses as a result of
such Permitted Acquisition

plus or minus

(v) the amount for such period of general services
and administrative services provided to such Acquisition
Prospect prior to the prospective Permitted Acquisition
by an Affiliate to the extent that the value of such
services was greater or less than the value of such
services if such services were provided on an "arm's-
length basis" by a non-Affiliate of the Acquisition
Prospect.

"Administrative Agent" is defined in the preamble and includes
--------------------
each other Person as shall have subsequently been appointed as the
successor Administrative Agent pursuant to Section 9.9.

"Affiliate" of any Person means any other Person which,
---------
directly or indirectly, controls, is controlled by or is under common
control with such Person (excluding any trustee under, or any
committee with responsibility for administering, any Plan). A Person
shall be deemed to be "controlled by" any other Person if such other
Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election
of directors or managing general partners; or

(b) to direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.

"Agent-Related Persons" means BofA and any successor
---------------------
administrative agent arising under Section 9.9, BAI and any successor
Issuer, together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

"Agreement" means, on any date, this Credit Agreement as
---------
originally in effect on the Restatement Date and as thereafter from
time to time amended, supplemented, amended and restated, or otherwise
modified and in effect on such date.

"Alternate Reference Rate" means, for any day, the higher of:
------------------------
(a) 0.50% per annum above the latest Federal Funds Rate; and (b) the
rate of interest in effect for such day as publicly

<PAGE>

announced from time to time by BofA in San Francisco, California, as
its "reference rate." (The "reference rate" is a rate set by BofA
based upon various factors, including BofA's costs and desired return,
general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above,
or below such announced rate.) Any change in the reference rate
announced by BofA shall take effect at the opening of business on the
day specified in the public announcement of such change.

"Any-Kind" means Any-Kind Check Cashing Centers, Inc., an
--------
Arizona corporation, and U.S. Check Exchange Limited Partnership, an
Arizona limited partnership.

"Applicable Disposition Proceeds" means the aggregate Net
-------------------------------
Disposition Proceeds from any sale or disposition of assets of the
Borrower or any of its Subsidiaries to the extent that the amount of
all such Net Disposition Proceeds during the term of this Agreement
exceeds $1,500,000; provided that to the extent that the total amount
--------
of Net Disposition Proceeds received by the Borrower and its
Subsidiaries during the term of this Agreement is greater than
$1,500,000 but does not exceed $3,000,000, such Net Disposition
Proceeds shall not constitute Applicable Disposition Proceeds to the
extent that such Net Disposition Proceeds are reinvested by the
Company or a Subsidiary within one year after receipt thereof to
purchase assets (other than in the ordinary course of business)
related to the Check Cashing Business, but, if not so reinvested
within such period, shall be deemed to constitute Applicable
Disposition Proceeds received on the last day of such period.

"Assignee Lender" is defined in Section 10.11.1.
---------------
"Authorized Officer" means, relative to any Obligor, those of
------------------
its officers whose signatures and incumbency shall have been certified
to the Administrative Agent and the Lenders pursuant to Section 5.1.1
or otherwise in a manner satisfactory to the Administrative Agent.

"BAI" means Bank of America Illinois, an Illinois banking
---
corporation formerly known as Continental Bank.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of
---------------
1978 (11 U.S.C. ss. 101, et seq.).
------
"Blocked Account" has the meaning assigned to that term in the
---------------
Subsidiary Security Agreement.

<PAGE>

"Blocked Account Letter" has the meaning assigned to that term
----------------------
in the Subsidiary Security Agreement.

"BofA" is defined in the preamble.
----
"Borrower" is defined in the preamble.
--------
"Borrower Pledge Agreement" means the Pledge Agreement
-------------------------
(Borrower and Subsidiaries) executed and delivered pursuant to the
Original Credit Agreement as heretofore amended and as hereafter
amended, supplemented, restated or otherwise modified from time to
time; a conformed composite copy of the Borrower Pledge Agreement as
in effect on the date hereof is attached hereto as Exhibit L-1.

"Borrower Security Agreement" means the Security Agreement
---------------------------
executed and delivered pursuant to the Original Credit Agreement as
heretofore amended and as hereafter amended, supplemented, restated or
otherwise modified from time to time; a conformed composite copy of
the Borrower Security Agreement as in effect on the date hereof is
attached hereto as Exhibit M-1.

"Borrowing" means Loans of the same type and, in the case of
---------
Eurodollar Rate Loans, having the same Interest Period made by all
Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.

"Borrowing Base" means, at any time, an amount equal to the
--------------
sum of the following:

(i) 90% of the amount of cash of the Borrower and its
Subsidiaries held at the close of business on the immediately
preceding day in store safes subject to the Cash Field
Warehousing Agreement;

(ii) 100% of the amount of all balances of the Borrower
and its Subsidiaries held, at such time, in bank accounts
subject to Blocked Account Letters (net of ACH transfers out
of such accounts) (provided, that no Blocked Account Letters
--------
shall be required for the first 90 days following the
Restatement Date with respect to bank accounts maintained at
Wells Fargo, Society Bank or Banc One Arizona);

(iii) 90% of the amount of all checks of the Borrower and
its Subsidiaries held at the close of business on the
immediately preceding day in store safes to be deposited in
bank accounts subject to Blocked

<PAGE>

Account Letters (provided that no Blocked Account Letters
--------
shall be required for the first 90 days following the
Restatement Date with respect to bank accounts maintained at
Wells Fargo, Society Bank or Banc One Arizona) or in the Cash
Concentration Account via ACH, subject to the Cash Field
Warehousing Agreement;

(iv) 90% of the amount of (a) all ACH transfers
initiated the immediately preceding Business Day from the Cash
Concentration Account and (b) transfers of same day funds
initiated on the date of calculation from the Borrower's
demand deposit account with BAI to be credited to bank
accounts subject to Blocked Account Letters (provided, that no
--------
Blocked Account Letters shall be required for the first 90
days following the Restatement Date with respect to bank
accounts maintained at Wells Fargo, Society Bank or Banc One
Arizona);

(v) 100% of the cash and checks at such time of the
Borrower and its Subsidiaries held at those armored car
carriers that have executed letters in form and substance
satisfactory to the Administrative Agent acknowledging that
they hold such cash and checks as bailee for the Borrower or
the applicable Subsidiary (provided, that no such letters
--------
shall be required for the first 90 days following the
Restatement Date);

(vi) 85% of the face amount of all Eligible Government
Receivables of the Borrower or any of its Subsidiaries at such
time; and

(vii) 100% of the amount of all cash balances of the
Borrower or any of its Subsidiaries held at such time in bank
accounts and/or investment accounts pledged to the
Administrative Agent pursuant to pledge agreements in form and
substance satisfactory to it.

"Borrowing Base Certificate" shall mean a Borrowing Base
--------------------------
Certificate in the form of Exhibit B duly executed by an Authorized
Officer of the Borrower.

"Borrowing Request" means a loan request and certificate duly
-----------------
executed by an Authorized Officer of the Borrower, substantially in
the form of Exhibit E hereto.

<PAGE>

"Business Day" means:
------------
(i) in the case of a Business Day which relates to a
Eurodollar Rate Loan, any day of the year on which banks are
open for business in Chicago, Illinois, and San Francisco,
California, and on which dealings are carried on in the
interbank eurodollar market; and

(ii) in all other cases, any day of the year on which
banks are open for business in Chicago, Illinois, and San
Francisco, California.

"Capital Expenditures" means, for any period, without
--------------------
duplication, the sum of

(a) the aggregate amount of all expenditures of the
Borrower and its Subsidiaries for fixed or capital assets
(exclusive of Acquisition Capital Expenditures and the
aggregate amount of all intangible assets of ABC or Any-Kind
in connection with the acquisition thereof or an Acquisition
Prospect in connection with a Permitted Acquisition) made
during such period which, in accordance with GAAP, would be
classified as capital expenditures; and

(b) the aggregate amount of all Capitalized Lease
Liabilities incurred during such period.

For purposes of calculating Capital Expenditures of the Borrower and
its Subsidiaries for any period, there shall be included the Capital
Expenditures and Capitalized Lease Liabilities (other than Acquisition
Capital Expenditures) of each Acquisition Prospect for such period,
provided, that such Acquisition Prospect was actually acquired by the
--------
Borrower and its Subsidiaries during such period.

"Capitalized Lease Liabilities" means all monetary obligations
-----------------------------
of the Borrower or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement
and each other Loan Document, the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP,
and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without
payment of a penalty.

<PAGE>

"Cash Concentration Account" has the meaning assigned to that
--------------------------
term in the Funds Transfer and Indemnity Agreement.

"Cash Equivalent Investment" means, at any time:
--------------------------
(a) any evidence of Indebtedness, maturing not more than
one year after such time, issued or guaranteed by the United
States Government;

(b) commercial paper, maturing not more than nine months
from the date of issue, which is issued by

(i) a corporation (other than an Affiliate of any
Obligor) organized under the laws of any state of the
United States or of the District of Columbia and rated at
least A-l by Standard & Poor's Ratings Group and P-l by
Moody's Investors Service, Inc., or
(ii) any Lender (or its holding company);

(c) any certificate of deposit or banker's acceptance,
maturing not more than one year after such time, which is
issued by either

(i) a commercial banking institution that is a
member of the Federal Reserve System and has a combined
capital and surplus and undivided profits of not less
than $500,000,000, or

(ii) any Lender;

(d) any repurchase agreement entered into with any
Lender (or other commercial banking institution of the stature
referred to in clause (c)(i)) which

(i) is secured by a fully perfected security
interest in any obligation of the type described in any
of clauses (a) through (c); and

(ii) has a market value at the time such repurchase
agreement is entered into of not less than 100% of the
repurchase obligation of such Lender (or other commercial
banking institution) thereunder; or

(e) money market mutual funds registered with the
Securities and Exchange Commission meeting the

<PAGE>

requirements of Rule 2a-7 promulgated under the Investment
Company Act of 1940.

"Cash Field Warehousing Agreement" means the Amended and
--------------------------------
Restated Cash Field Warehousing Agreement, a copy of which is attached
hereto as Exhibit N, as amended, supplemented or otherwise modified
from time to time.

"CERCLA" means the Comprehensive Environmental Response,
------
Compensation and Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response
-------
Compensation Liability Information System List.

"Change in Control" means
-----------------
(a) the failure of WPG (together with their respective
Affiliates) (i) to own, directly or indirectly, free and clear
of any Liens or other encumbrances, at least 51% of the
outstanding shares of each class of stock of Holdings having
ordinary voting powers, determined on a fully diluted basis,
and (ii) to have the power to direct or cause the direction of
the management or policies of Holdings;

(b) the failure of Holdings (i) to own, free and clear
of all Liens or other encumbrances (other than any Lien or
encumbrance created by the Loan Documents), 100% of the
outstanding shares of each class of capital stock of the
Borrower on a fully diluted basis and (ii) to have the power
to direct or cause the direction of the management or policies
of the Borrower;

(c) the failure of the Borrower (i) to own, free and
clear of all Liens or other encumbrances (other than any Lien
or encumbrance created by the Loan Documents), 100% of the
outstanding shares of each class of capital stock of each of
its Subsidiaries on a fully diluted basis and (ii) to have the
power to direct or cause the direction of the management or
policies of each of its Subsidiaries; or

(d) any "Change of Control" as defined in the Senior
Notes Indenture.

"Check Cashing Business" is defined in the recitals.
----------------------

<PAGE>

"Code" means the Internal Revenue Code of 1986, as amended,
----
reformed or otherwise modified from time to time.

"Commitment" means, relative to any Lender, such Lender's
----------
obligation to make Revolving Loans and to issue (in the case of the
Issuer) or participate in (in the case of all Lenders) Letters of
Credit.

"Commitment Amount" means, on any date, $25,000,000, as such
-----------------
amount may be reduced from time to time pursuant to Section 2.4.

"Commitment Termination Date" means the earliest of
---------------------------
(a) December 31, 2000;

(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to Section 2.4;
and

Upon the occurrence of any event described in clause (b) or (c), the
Commitments shall terminate automatically and without any further
action.

"Commitment Termination Event" means
----------------------------
(a) the occurrence of any Default described in clauses
(a) through (d) of Section 8.1.9; or

(b) the occurrence and continuance of any other Event of
Default and either

(i) the declaration of the Loans to be due and
payable pursuant to Section 8.3, or

(ii) in the absence of such declaration, the giving
of notice by the Administrative Agent, acting at the
direction of the Required Lenders, to the Borrower that
the Commitments have been terminated.

"Compliance Certificate" means a certificate duly completed
----------------------
and executed by an Authorized Officer of the Borrower, substantially
in the form of Exhibit I hereto.

<PAGE>

"Consumer Credit Laws" means all applicable statutes, laws,
--------------------
ordinances, codes, rules, regulations and guidelines promulgated by
any Governmental Authority (including consent decrees and
administrative orders) relating to consumer credit and protection
including without limitation, usury laws, the Truth-in-Lending Act,
the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
Fair Debt Collection Practices Act, the Federal Trade Commission Act
(including the Federal Trade Commission "Holder in Due Course Rule"),
the Soldiers and Sailors Relief Act of 1940, the Magnuson-Moss
Warranty Act, F.R.S. Board Regulations B and Z, applicable state
consumer credit laws including sales finance agency acts, consumer
credit sales laws and small loan acts, any laws regarding unfair and
deceptive practices and any and all other Consumer Credit Laws
regarding the ability of an entity to charge interest or a time price
differential at a certain rate, and any equal credit opportunity,
discrimination and other disclosure laws.

"Contingent Liability" means any agreement, undertaking or
--------------------
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to
supply funds to, or otherwise to invest in, a debtor, or otherwise to
assure a creditor against loss) the indebtedness, obligation or any
other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be
the outstanding principal amount (or maximum principal amount, if
larger) of the debt, obligation or other liability guaranteed thereby.

"Continuation/Conversion Notice" means a notice of
------------------------------
continuation or conversion and certificate duly executed by an
Authorized Officer of the Borrower, substantially in the form of
Exhibit F hereto.

"Controlled Group" means all members of a controlled group of
----------------
corporations and all members of a controlled group of trades or
businesses (whether or not incorporated) under common control which,
together with the Borrower, are treated as a single employer under
Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

"CoreStates" means CoreStates Bank, N.A.

"Credit Extension" means, as the context may require,
----------------

<PAGE>

(a) the making of a Loan by a Lender (including by means
of a conversion of any Disbursement pursuant to Section
2.8.2) but excluding any conversion or continuation of such
Loan pursuant to Section 2.6 hereof which does not increase
the principal amount of such Loan; or

(b) the issuance of any Letter of Credit, or the
extension of any Stated Expiry Date of any existing Letter of
Credit, by the Issuer.

"Debt" means all Indebtedness of the Borrower and its
----
Subsidiaries of the nature referred to in clauses (a), (b), (c) and
(e) of the definition of "Indebtedness".

"Default" means any Event of Default or any condition,
-------
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

"Disbursement" is defined in Section 2.8.2.
------------
"Disbursement Date" is defined in Section 2.8.2.
-----------------
"Disclosure Schedule" means the Disclosure Schedule attached
-------------------
hereto as Schedule I, as it may be amended, supplemented or otherwise
modified from time to time by the Borrower with the written consent of
the Administrative Agent and the Required Lenders.

"Documentation Agent" is defined in the preamble.
-------------------
"Dollar" and the sign "$" mean lawful money of the United
------ -
States.

"Domestic Subsidiary" means each Subsidiary of the Borrower
-------------------
other than a Foreign Subsidiary.

"EBITDA" means, as of the close of any Fiscal Quarter, for any
------
Person, the sum, without duplication, computed for the period of four
consecutive Fiscal Quarters ending as of the close of such Fiscal
Quarter, of all amounts which, in accordance with GAAP, would be
included on the consolidated financial statements of such Person and
its Subsidiaries as

(a) Net Income,

plus

<PAGE>

(b) Interest Expense,

plus

(c) to the extent deducted in determining Net Income,
provisions for federal, state, local and foreign income taxes
(whether paid or deferred) of such Person and its Subsidiaries
on a consolidated basis,

plus

(d) to the extent deducted in determining Net Income,
amortization and depreciation of assets (both tangible and
intangible) of such Person and its Subsidiaries, on a
consolidated basis.

For purposes of calculating EBITDA of the Borrower and its
Subsidiaries for any period, if an Acquisition Prospect shall have
been acquired in such period, there shall be included the EBITDA of
such Acquisition Prospect from the date of acquisition until the end
of such period and the Adjusted EBITDA of such Acquisition Prospect
for such period from the beginning of such period until the date of
acquisition. In addition, for the purpose of calculating EBITDA for
the Borrower and its Subsidiaries for any period, EBITDA for any
Subsidiary sold in such period shall be excluded.

"Eligible Assignee" means: (i) a commercial bank organized
-----------------
under the laws of the United States, or any state thereof, and having
a combined capital and surplus of at least $500,000,000; (ii) a
commercial bank organized under the laws of any other country which is
a member of the Organization for Economic Cooperation and Development,
or a political subdivision of any such country, and having a combined
capital and surplus of at least $500,000,000, provided that such bank
is acting through a branch or agency located in the United States;
(iii) (x) a Lender, (y) an Affiliate of a Lender that is a Person of
the type described in clause (i), (ii) or (iv) of this definition or
(z) a Person that is primarily engaged in the business of commercial
banking and that is (A) a Subsidiary of a Lender, (B) a Subsidiary of
a Person of which a Lender is a Subsidiary, or (C) a Person of which a
Lender is a Subsidiary; and (iv) an insurance company, pension fund,
mutual fund, commercial finance company or similar financial
institution having a net worth of at least $250,000,000.

<PAGE>

"Eligible Government Receivables" means any Account Receivable
-------------------------------
of the Borrower or any of its Subsidiaries which meets the following
requirements:

(a) it arises from the performance of services by the
Borrower or such Subsidiary, which services have been fully
performed and, if applicable, acknowledged and/or accepted by
the account debtor with respect thereto;

(b) it is subject to a duly perfected Lien in favor of
the Administrative Agent and is not subject to any assignment,
claim or Lien, other than such Lien in favor of the
Administrative Agent;

(c) it is a valid, legally enforceable and unconditional
obligation of the related account debtor, entered into by such
account debtor pursuant to proper authority, and is not
subject to any defense to payment, setoff, counterclaim,
credit or allowance or adjustment by such account debtor, or
to any claim by such account debtor denying liability
thereunder in whole or in part, and such account debtor has
not refused to accept any of the services which are the
subject of such Account Receivable;

(d) it does not arise out of a contract or order which,
by its terms, forbids, restricts or makes void or
unenforceable the assignment by the Borrower or such
Subsidiary to the Administrative Agent of the Account
Receivable arising with respect thereto;

(e) the account debtor with respect thereto is (x) the
United States or a department, agency or instrumentality
thereof or any state thereof or a city, county, department,
agency or instrumentality thereof or (y) a financial
institution organized under the laws of the United States or
any state thereof which is performing services in connection
with the distribution of public assistance benefits for a
Governmental Authority of the type specified in clause (e)(x)
above and, in the case of this clause (e)(y), the Account
Receivable relates to such services;

(f) the Borrower or the applicable Subsidiary has
assigned its right to payment of such Account Receivable to
the Administrative Agent pursuant to the Assignment of Claims
Act of 1940, as amended, or any applicable analogous state or
municipal law, rule, regulation,

<PAGE>

ordinance or resolution (provided, that no Account Receivable
--------
shall be deemed not to be an Eligible Government Receivable
solely by virtue of noncompliance with this clause (f) for the
first 90 days following the Restatement Date); and

(g) if the Account Receivable is evidenced by chattel
paper or an instrument, the original of such chattel paper or
instrument has been endorsed and/or assigned and delivered to
the Agent in a manner satisfactory to the Administrative
Agent.

An Account Receivable which is at any time an Eligible Government
Receivable, but which subsequently fails to meet any of the foregoing
requirements, shall forthwith cease to be an Eligible Government
Receivable.

"Environmental Laws" means all applicable statutes, laws,
------------------
ordinances, codes, rules, regulations and guidelines promulgated by
any Governmental Authority (including consent decrees and
administrative orders) relating to public health and safety and
protection of the environment.

"ERISA" means the Employee Retirement Income Security Act of
-----
1974, as amended, and any successor statute of similar import,
together with all applicable regulations thereunder, in each case as
in effect from time to time. References to sections of ERISA also
refer to any successor sections.

"Eurocurrency Reserve Percentage" is defined in Section 3.2.1.
-------------------------------
"Eurodollar Rate" is defined in Section 3.2.1.
---------------
"Eurodollar Rate Loan" means a Loan bearing interest, at all
--------------------
times during an Interest Period applicable to such Loan, at a fixed
rate of interest determined by reference to the Eurodollar Rate
(Reserve Adjusted).

"Eurodollar Rate (Reserve Adjusted)" is defined in Section
----------------------------------
3.2.1.

"Event of Default" is defined in Section 8.1.
----------------
"Excess Capital Expenditures" is defined in Section 7.2.7.
---------------------------
"Existing Credit Agreement" is defined in the recitals.
-------------------------

<PAGE>

"Federal Funds Rate" means, for any day, the rate set forth in
------------------
the weekly statistical release designated as H.15(519), or any
successor publication, published by the Federal Reserve Bank of New
York (including any such successor publication, "H.15(519)") on the
preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day
will be the arithmetic mean as determined by the Administrative Agent
of the rates for the last transaction in overnight Federal funds
arranged prior to 9:00 a.m. (New York City time) on that day by each
of three leading brokers of Federal funds transactions in New York
City selected by the Administrative Agent.

"Fiscal Quarter" means any quarter of a Fiscal Year.
--------------
"Fiscal Year" means any period of twelve consecutive calendar
-----------
months ending on June 30.

"Foreign Subsidiary" means each Subsidiary of the Borrower
------------------
organized under the laws of any jurisdiction other than the United
States or any state thereof.

"F.R.S. Board" means the Board of Governors of the Federal
------------
Reserve System or any successor thereto.

"Funds Transfer and Indemnity Agreement" means the Amended and
--------------------------------------
Restated Funds Transfer and Indemnity Agreement among the Borrower,
the Administrative Agent and CoreStates, a copy of which is attached
as Exhibit O hereto, as amended, supplemented, restated or otherwise
modified from time to time.

"GAAP" is defined in Section 1.4.
----
"Governmental Authority" means any nation or government, any
----------------------
state or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof, any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

"Hazardous Material" means
------------------
(a) any "hazardous substance", as defined by CERCLA;

<PAGE>

(b) any "hazardous waste", as defined by the Resource
Conservation and Recovery Act;

(d) any pollutant or contaminant or hazardous, dangerous
or toxic chemical, material or substance within the meaning of
any other applicable law, regulation, ordinance or requirement
promulgated by any Governmental Authority (including consent
decrees and administrative orders) relating to or imposing
liability or standards of conduct concerning any hazardous,
toxic or dangerous waste, substance or material, all as
amended or hereafter amended.

"Hedging Agreements" means, with respect to any Person, all
------------------
interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in
interest rates or currency exchange rates.

"herein", "hereof", "hereto", "hereunder" and similar terms
------ ------ ------ ---------
contained in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this
Agreement or such other Loan Document.

"Holdings" is defined in the recitals.
--------
"Holdings Guaranty and Pledge Agreement" means the Holdings
--------------------------------------
Guaranty and Pledge Agreement executed and delivered pursuant to the
Original Credit Agreement, as heretofore amended and as hereafter
amended, supplemented, restated or otherwise modified from time to
time; a conformed composite copy of the Holdings Guaranty and Pledge
Agreement as in effect on the date hereof is attached hereto as
Exhibit L-2.

"Impermissible Qualification" means, relative to the opinion
---------------------------
or certification of any independent public accountant as to any
financial statement of any Obligor, any qualification or exception to
such opinion or certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination of
matters relevant to such financial statement; or

<PAGE>

(c) which relates to the treatment or classification of
any item in such financial statement and which, as a condition
to its removal, would require an adjustment to such item the
effect of which would be to cause such Obligor to be in
default of any of its obligations under Section 7.2.4.

"including" means including without limiting the generality of
---------
any description preceding such term, and, for purposes of this
Agreement and each other Loan Document, the parties hereto agree that
the rule of ejusdem generis shall not be applicable to limit a general
------- -------
statement, which is followed by or referable to an enumeration of
specific matters, to matters similar to the matters specifically
mentioned.

"Indebtedness" of any Person means, without duplication:
------------
(a) all obligations of such Person for borrowed money
and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative
to the face amount of all letters of credit, whether or not
drawn, and banker's acceptances issued for the account of such
Person;

(c) all obligations of such Person as lessee under
leases which have been or should be, in accordance with GAAP,
recorded as Capitalized Lease Liabilities;

(d) all other items which, in accordance with GAAP,
would be included as liabilities on the liability side of the
balance sheet of such Person as of the date at which
Indebtedness is to be determined;

(e) net liabilities of such Person under all Hedging
Agreements;

(f) whether or not so included as liabilities in
accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property or services, and
indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or
other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse; and

<PAGE>

(g) all Contingent Liabilities of such Person in respect
of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer.

"Indemnified Liabilities", except as otherwise defined for
-----------------------
purposes of Section 9.7, has the meaning specified in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.
-------------------
"Interest Coverage Ratio" means, as of the close of any Fiscal
-----------------------
Quarter, the ratio, computed for the period of four consecutive Fiscal
Quarters ending as of the close of such Fiscal Quarter, of

(a) EBITDA for such period

(b) Interest Expense for such period;

provided, however, that if an Acquisition Prospect shall have been
-------- -------
acquired during such four Fiscal Quarter Period, Interest Expense in
clause (b) shall be calculated as if any Indebtedness incurred to
finance the related Permitted Acquisition had been incurred on the
first day of such period and shall have accrued interest prior to the
actual date of incurrence at the interest rate applicable on such date
of incurrence.

"Interest Expense" means, with respect to any Person for any
----------------
period, the sum of the aggregate consolidated interest expense of such
Person and its Subsidiaries for such period which, in accordance with
GAAP, would be included on the consolidated financial statements of
such Person and its Subsidiaries, including the portion of any
Capitalized Lease Liabilities which is allocable to interest expense
in accordance with GAAP.

"Interest Period" means, relative to any Eurodollar Rate
---------------
Loans, the period beginning on (and including) the date on which such
Eurodollar Rate Loan is made or continued as, or converted into, a
Eurodollar Rate Loan pursuant to Section 2.5 or 2.6 and ending on (but
excluding) the day which numerically corresponds to such date one,
two, three or, if available, six months

<PAGE>

thereafter (or, if such month has no numerically corresponding day, on
the last Business Day of such month), in each case as the Borrower may
select in its relevant notice pursuant to Section 2.5 or 2.6;
provided, however, that
-------- -------
(a) the Borrower shall not be permitted to select
Interest Periods if more than four Interest Periods would be
in effect at any one time;

(b) Interest Periods commencing on the same date for
Loans comprising part of the same Borrowing shall be of the
same duration;

(c) if such Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on
the next following Business Day (unless, if such Interest
Period applies to Eurodollar Rate Loans, such next following
Business Day is the first Business Day of a calendar month, in
which case such Interest Period shall end on the Business Day
next preceding such numerically corresponding day); and

(d) no Interest Period for Loans may end later than the
Stated Maturity Date.

"Investment" means, relative to any Person,
----------
(a) any loan or advance made by such Person to any other
Person (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of
business);

(b) any Contingent Liability of such Person; and

The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon
(and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such
property.

"Issuance Request" means an issuance request duly executed by
----------------
the chief executive, accounting or financial

<PAGE>

Authorized Officer of the Borrower, substantially in the form of
Exhibit P hereto.

"Issuer" means BAI in its capacity as issuer of the Letters of
------
Credit, together with any replacement letter of credit issuer arising
under Section 9.1(b).

"Lender Assignment Agreement" means a Lender Assignment
---------------------------
Agreement substantially in the form of Exhibit H hereto.

"Lenders" is defined in the preamble. "Lenders" shall include
-------
the Issuer.

"Letter of Credit" is defined in Section 2.1(b).
----------------

"Letter of Credit Outstandings" means, at any time, an amount
-----------------------------
equal to the sum of

(a) the aggregate Stated Amount at such time of all
Letters of Credit then outstanding and undrawn (as such
aggregate Stated Amount shall be adjusted, from time to time,
as a result of drawings, the issuance of Letters of Credit, or
otherwise),

plus

(b) the then aggregate amount of all unpaid and
outstanding Reimbursement Obligations pertaining to Letters of
Credit.

"Leverage Ratio" means, as of the close of any Fiscal Quarter,
--------------
the ratio of

(a) the sum of (i) the outstanding principal amount of
all Debt other than Loans of any Person and its Subsidiaries
outstanding as of the close of such Fiscal Quarter plus (ii)
(A) the daily average outstanding principal amount of Loans
during such Fiscal Quarter less (B) the daily average amount
of funds that the Borrower and its Subsidiaries have invested
in cash and Cash Equivalent Investments during such Fiscal
Quarter plus (iii) the Western Union Commission Advance

(b) EBITDA computed for the period of four consecutive
Fiscal Quarters ending as of the close of such Fiscal Quarter.

<PAGE>

"Lien" means any security interest, mortgage, pledge,
----
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property to
secure payment of a debt or performance of an obligation or other
priority or preferential arrangement of any kind or nature whatsoever.

"Loan" means a Revolving Loan of any type.
----
"Loan Document" means this Agreement, the Notes, the Letters
-------------
of Credit, the Subsidiary Guaranty, the Pledge Agreements, the
Security Agreements, the Funds Transfer and Indemnity Agreement, the
Cash Field Warehousing Agreement, the Post-Closing Matters Letter
Agreement and all Hedging Agreements entered into with a Lender and
all other documents, agreements and instruments supporting, securing
or otherwise related to this Agreement.

"Merger Agreement" means the Agreement and Plan of Merger
----------------
dated as of June 30, 1994 among MMH Transit Co., Bear Stearns
Acquisition XII, Inc. and Holdings.

"Net Cash Proceeds" means, relative to any sale or issuance by
-----------------
the Borrower or any Subsidiary of the Borrower of any equity
securities or any securities representing Indebtedness of the type
referred to in clause (a) of the definition thereof, all gross cash
proceeds received by the Borrower or such Subsidiary net of all
underwriting commissions, private placement fees, investment banking,
legal and accounting fees and disbursements and other reasonable costs
and expenses payable or actually paid in connection with such sale or
issuance.

"Net Disposition Proceeds" means the gross cash proceeds
------------------------
received by the Borrower or any of its Subsidiaries from any sale,
lease, assignment, transfer, conveyance or other disposition
(including, without limitation, any casualty or loss) of any of their
respective assets to unaffiliated third parties (other than the amount
of any Indebtedness repaid in connection with the sale of such assets
and less proceeds from the sale of obsolete fixed assets in the
ordinary course of business), less reasonable fees and expenses
incurred in connection therewith, and good faith estimated taxes
payable as a result thereof which are subsequently actually paid.

"Net Income" means, for any period, for any Person, the
----------
aggregate of all amounts which, in accordance with GAAP, would be
included as net income on a consolidated statement of income of such
Person and its Subsidiaries for such period.

<PAGE>

"Net Worth" means, at any time and with respect to any Person,
---------
the sum of all amounts (without duplication) which, in accordance with
GAAP, would be included under shareholders' equity on a consolidated
balance sheet of such Person and its Subsidiaries at such time.

"New Subsidiary" is defined in Section 6.8.
--------------
"Note" means a Revolving Note.
----
"Obligations" means all obligations (monetary or otherwise) of
-----------
the Borrower and each other Obligor arising under or in connection
with this Agreement, the Notes, the Letters of Credit and each other
Loan Document, howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due
or to become due.

"Obligor" means the Borrower or any other Person (other than
-------
the Administrative Agent, the Documentation Agent or any Lender)
obligated under, or otherwise a party to, any Loan Document.

"Organic Document" means, relative to any Obligor, its
----------------
certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any
of its authorized shares of capital stock.

"Original Credit Agreement" means the Credit Agreement dated
-------------------------
as of June 30, 1994 among the Borrower, certain Lenders and the
Administrative Agent.

"Participant" is defined in Section 10.11.2.
-----------
"PBGC" means the Pension Benefit Guaranty Corporation and any
----
entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined
------------
in section 3(2) of ERISA, which is subject to Title IV of ERISA (other
than a multiemployer plan as defined in section 4001(a)(3) of ERISA),
and to which the Borrower or any corporation, trade or business that
is, along with the Borrower, a member of a Controlled Group, may have
liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at
any time during the preceding five years, or by reason of being deemed
to be a contributing sponsor under section 4069 of ERISA.

<PAGE>

"Percentage" means, as to any Lender, the percentage which (a)
----------
the aggregate amount of such Lender's Commitment is of (b) the
aggregate amount of the Commitments of all Lenders; provided that
--------
after the Commitments have been terminated, "Percentage" shall mean,
as to any Lender, the percentage which the aggregate principal amount
of such Lender's Loans is of the aggregate principal amount of all
Loans. The initial Percentage for each Lender is set forth opposite
such Lender's name on Schedule 1.1.

"Permitted Acquisition" means any purchase or acquisition by
---------------------
the Borrower or any of its Subsidiaries of all or any part of the
assets, shares or equity interests of another Person involved in the
Check Cashing Business (including a Proposed Acquisition).

"Person" means any natural person, corporation, partnership,
------
limited liability company, firm, association, trust, government,
governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.

"Plan" means any Pension Plan or Welfare Plan.
----
"Pledge Agreement" means, as the context may require, either
----------------
the Borrower Pledge Agreement or the Holdings Guaranty and Pledge
Agreement.

"Post-Closing Matters Letter Agreement" means the letter
-------------------------------------
agreement, dated as of June 30, 1994, from the Borrower, addressed to
BAI, as predecessor to the Administrative Agent.

"Proposed Acquisitions" means the proposed acquisitions by
---------------------
Holdings, the Borrower or any of its Subsidiaries of the assets of or
equity interests in (a) National Money Mart Inc. and Tri-S
Investments, Inc., (b) Cash-N-Dash Check Cashing, Inc. and (c) C&C
Check Cashing, Inc.

"Quarterly Payment Date" means the last day of each March,
----------------------
June, September and December or, if any such day is not a Business
Day, the next preceding Business Day.

"Reference Rate Loan" means a Loan bearing interest at a
-------------------
fluctuating rate determined by reference to the Alternate Reference
Rate.

"Registration Rights Agreement" means the A/B Exchange
-----------------------------
Registration Rights Agreement, dated as of November 15, 1996, among
the Borrower, various subsidiaries of the Borrower, as guarantors,
Lehman Brothers Inc. and BA Securities, Inc.

<PAGE>

"Reimbursement Obligation" is defined in Section 2.8.3.
------------------------
"Release" means a "release", as such term is defined in
-------
CERCLA.

"Required Lenders" means, at any time, Lenders having
----------------
Percentages aggregating at least 66-2/3%.

"Resource Conservation and Recovery Act" means the Resource
--------------------------------------
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in
-- ----
effect from time to time.

"Restatement Date" is defined in Section 5.1.
----------------
"Restatement Date Certificate" means a certificate duly
----------------------------
completed and executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit J hereto.

"Revolving Loan" is defined in Section 2.1(a).
--------------
"Revolving Note" means a promissory note of the Borrower
--------------
payable to the order of any Lender, in the form of Exhibit A hereto
(as such promissory note may be amended, endorsed or otherwise
modified from time to time), evidencing the aggregate Indebtedness of
the Borrower to such Lender resulting from outstanding Revolving
Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

"Security Agreement" means, as the context may require, either
------------------
the Borrower Security Agreement or the Subsidiary Security Agreement.

"Senior Notes" means the $110,000,000 10-7/8% Senior Notes,
------------
due November 15, 2006, of the Borrower issued pursuant to the Senior
Notes Indenture, as amended from time to time in accordance with
Section 7.2.11.

"Senior Notes Indenture" means the Indenture, dated as of
----------------------
November 15, 1996, among the Borrower, as issuer, various Subsidiaries
of the Borrower, as guarantors, and Fleet National Bank, as trustee,
as amended from time to time in accordance with Section 7.2.11.

"Stated Amount" means, with respect to any Letter of Credit at
-------------
any time, the maximum aggregate amount thereunder at any time during
the then remaining term of such Letter of Credit under any and all
circumstances.

<PAGE>

"Stated Expiry Date" is defined in Section 2.8.
------------------
"Stated Maturity Date" means December 31, 2000.
--------------------
"Subsidiary" means, with respect to any Person, (i) any
----------
corporation of which more than 50% of the outstanding capital stock
having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall
or might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity
of which such Person, together with its other Subsidiaries, has more
than a 50% equity interest.

"Subsidiary Guaranty" means the Subsidiary Guaranty executed
-------------------
and delivered pursuant to the Original Credit Agreement, as heretofore
amended and as hereafter amended, supplemented, restated or otherwise
modified from time to time; a conformed composite copy of the
Subsidiary Guaranty as in effect on the date hereof is attached hereto
as Exhibit K.

"Subsidiary Security Agreement" means the Security Agreement
-----------------------------
(Subsidiaries) executed and delivered pursuant to the Original Credit
Agreement as heretofore amended and as hereafter amended,
supplemented, restated or otherwise modified from time to time; a
conformed composite copy of the Subsidiary Security Agreement as in
effect on the date hereof is attached hereto as Exhibit M-2.

"Taxes" is defined in Section 4.6.
-----
"type" means, relative to any Loan, the portion thereof, if
----
any, being maintained as a Reference Rate Loan or a Eurodollar Rate
Loan.

"United States" or "U.S." means the United States of America,
------------- ----
its fifty States and the District of Columbia.

"Welfare Plan" means a "welfare plan", as such term is defined
------------
in section 3(1) of ERISA.

"Western Union" means Western Union Financial Services, Inc.
-------------

<PAGE>

"Western Union Commission Advance" means an advance or
--------------------------------
advances from Western Union to the Borrower, pursuant to documentation
in form and substance satisfactory to the Required Lenders, in a
minimum amount of $2,900,000, which shall not bear interest, shall be
unsecured and shall be payable in equal annual payments not to exceed
$1,000,000 each at the end of each calendar year ending after the
Restatement Date.

"Western Union Commission Shortfall" means the amount by which
----------------------------------
the proceeds of the Western Union Commission Advance actually received
by the Borrower are less than $2,900,000.

"WPG" means, collectively, WPG Corporate Development
---
Associates IV, L.P., a Delaware limited partnership, and WPG Corporate
Development Associates IV (Overseas), L.P., a Cayman Islands exempt
limited partnership.

SECTION 1.2. Use of Defined Terms. Unless otherwise defined
--------------------
or the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in the
Disclosure Schedule and in each Note, Borrowing Request,
Continuation/Conversion Notice, Loan Document, notice and other
communication delivered from time to time in connection with this
Agreement or any other Loan Document.

SECTION 1.3. Cross-References. Unless otherwise specified,
----------------
references in this Agreement and in each other Loan Document to any
Article or Section are references to such Article or Section of this
Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition
to any clause are references to such clause of such Article, Section
or definition.

SECTION 1.4. Accounting and Financial Determinations. Unless
---------------------------------------
otherwise specified, all accounting terms used herein or in any other
Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under Section 7.2.4)
shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those
generally accepted accounting principles ("GAAP") applied in the
----
preparation of the financial statements referred to in Section 6.5.

<PAGE>

ARTICLE II.

COMMITMENTS, BORROWING PROCEDURES,
LETTERS OF CREDIT AND NOTES

SECTION 2.1. Commitments. On the terms and subject to the
-----------
conditions of this Agreement (including Article V),

(a) each Lender severally agrees, from time to time on any
Business Day occurring prior to the Commitment Termination Date, to
make loans (relative to such Lender, its "Revolving Loans") to the
---------------
Borrower equal to such Lender's Percentage of the aggregate amount of
the Borrowing of Revolving Loans requested by the Borrower to be made
on such day. On the terms and subject to the conditions hereof, the
Borrower may from time to time borrow, prepay and reborrow Revolving
Loans; and

(b) from time to time on any Business Day occurring prior to
the earlier of (x) January 31, 1997 and (y) the Commitment Termination
Date, the Issuer agrees to

(i) issue one or more Letters of Credit (relative to the
Issuer, its "Letters of Credit") for the account of the
-----------------
Borrower in Stated Amounts requested by the Borrower on such
day; or

(ii) extend the Stated Expiry Date of an existing Letter
of Credit previously issued hereunder.

SECTION 2.2. Lenders Not Permitted or Required to Make Loans.
-----------------------------------------------
No Borrowing of Loans shall be made if, after giving effect to such
Borrowing, the aggregate outstanding principal amount of all Loans of
all Lenders, together with the aggregate principal amount of all
Letter of Credit Outstandings, would exceed the lesser of (x) the
Commitment Amount and (y) the Borrowing Base. No Lender shall be
permitted or required to make any Loan under its Commitment if, after
giving effect thereto, the aggregate outstanding principal amount of
all such Loans by such Lender would exceed such Lender's Percentage of
the Commitment Amount.

SECTION 2.3. Issuer Not Permitted or Required to Issue
-----------------------------------------
Letters of Credit. The Issuer shall not be permitted or required to
-----------------
issue, or extend the Stated Expiry Date of, any Letter of Credit if,

(a) after giving effect thereto, the aggregate amount of
all Letter of Credit Outstandings would exceed

<PAGE>

the least of (i) the Commitment Amount less the aggregate
principal amount of outstanding Revolving Loans, (ii) the
Borrowing Base less the aggregate principal amount of all
outstanding Revolving Loans or (iii) $6,000,000; or

(b) after giving effect thereto, the term of such Letter
of Credit would extend beyond January 31, 1997.

SECTION 2.4. Reduction of Commitment Amount. (a) Voluntary
------------------------------ ---------
Reductions. The Borrower may, from time to time on any Business Day,
----------
voluntarily reduce the amount of the Commitment Amount; provided,
--------
however, that all such reductions shall require at least three
-------
Business Days' prior written notice to the Administrative Agent and be
permanent, and any partial reduction of the Commitment Amount shall be
in a minimum amount of $500,000 and in an integral multiple of
$50,000.

(b) Mandatory Reductions Upon Receipt of Applicable
-----------------------------------------------
Disposition Proceeds. Forthwith upon receipt by the Borrower or any
--------------------
of its Subsidiaries of any Applicable Disposition Proceeds, the
Commitment Amount shall be reduced by an amount equal to 100% of such
Applicable Disposition Proceeds.

(c) Mandatory Reductions Upon Receipt of Net Cash Proceeds of
---------------------------------------------------------
Debt or Equity Issuances. Forthwith upon the receipt by the Borrower
------------------------
or any of its Subsidiaries of any Net Cash Proceeds from any issuance
of equity securities or Indebtedness of the type referred to in clause
(a) of the definition thereof of the Borrower or any of its
Subsidiaries (exclusive of intercompany issuances), the Commitment
Amount shall be reduced by an amount equal to 100% of such Net Cash
Proceeds.

SECTION 2.5. Borrowing Procedure. The Borrower may from time
-------------------
to time irrevocably request, by delivering a Borrowing Request to the
Administrative Agent, (i) in the case of Eurodollar Rate Loans, not
later than 12:00 p.m., Chicago, Illinois time, three Business Days
before a proposed Borrowing but not more than five Business Days
before a proposed Borrowing, or (ii) in the case of Reference Rate
Loans, not later than 12:00 p.m., Chicago, Illinois time, on the date
of a proposed Borrowing but not more than five Business Days before a
proposed Borrowing, that a Borrowing be made in a minimum amount of
$100,000 and an integral multiple of $1,000, or in the unused portion
of the Commitment Amount. Upon receipt of each Borrowing Request, the
Administrative Agent shall give to each Lender prompt notice thereof
on the same day such Borrowing Request is received. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be
comprised of the type of Loans

<PAGE>

and shall be made on the Business Day specified in such Borrowing
Request. On or before 1:00 p.m., Chicago, Illinois time, on such
Business Day, each Lender shall deposit with the Administrative Agent
at the payment office of the Administrative Agent in Concord,
California same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to
an account which the Administrative Agent shall specify from time to
time by notice to the Lenders. To the extent funds are received from
the Lenders, the Administrative Agent shall make such funds available
to the Borrower by wire transfer to the accounts the Borrower shall
have specified in its Borrowing Request. No Lender's obligation to
make any Loan shall be affected by any other Lender's failure to make
any Loan.

SECTION 2.6. Continuation and Conversion Elections. (a) The
-------------------------------------
Borrower may from time to time irrevocably elect, pursuant to the
delivery of a Continuation/Conversion Notice and Borrowing Base
Certificate pursuant to Section 2.6(b), that all or any portion in an
aggregate minimum amount of $50,000 and an integral multiple of $1,000
of any Loans be, in the case of Reference Rate Loans, converted into
Eurodollar Rate Loans or, in the case of Eurodollar Rate Loans, be
converted on a Business Day into Reference Rate Loans or continued as
Eurodollar Rate Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any Eurodollar Rate
Loan at least three Business Days before the last day of the then
current Interest Period with respect thereto, such Eurodollar Rate
Loan shall, on such last day, automatically convert to a Reference
Rate Loan); provided, however, that (i) each such conversion or
-------- -------
continuation shall be pro rated among the outstanding Loans of the
Lenders, (ii) no portion of the outstanding principal amount of any
Loan may be continued as, or be converted into, a Eurodollar Rate Loan
when any Default has occurred and is continuing and (iii) no portion
of the outstanding principal amount of any Loan may be continued as,
or be converted into, a Eurodollar Rate Loan when the outstanding
principal balance of the Loans exceeds the lesser of (x) the
Commitment Amount and (y) the Borrowing Base.

(b) The Borrower shall deliver a Continuation/Conversion
Notice, together with a Borrowing Base Certificate, to the
Administrative Agent (x) on or before 12:00 p.m., Chicago, Illinois
time, on the proposed date of continuation or conversion, if the Loans
are to be converted into or continued as Reference Rate Loans and (y)
on or before 12:00 p.m., Chicago, Illinois time on a Business Day that
is not less than three nor more than five Business Days in advance of
the proposed date of continuation or conversion, if the Loans are to
be converted into or continued as Eurodollar Rate Loans.

<PAGE>

SECTION 2.7. Funding. Each Lender may, if it so elects,
-------
fulfill its obligation to make, continue or convert Eurodollar Rate
Loans hereunder by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to make
or maintain such Eurodollar Rate Loan; provided, however, that such
-------- -------
Eurodollar Rate Loan shall nonetheless be deemed to have been made and
to be held by such Lender, and the obligation of the Borrower to repay
such Eurodollar Rate Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking
facility. In addition, the Borrower hereby consents and agrees that,
for purposes of any determination to be made for purposes of Section
4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each
Lender elected to fund all Eurodollar Rate Loans by purchasing Dollar
deposits in the interbank eurodollar market.

SECTION 2.8. Issuance Procedures. By delivering to the
-------------------
Administrative Agent and the Issuer an Issuance Request on or before
11:00 a.m., Chicago, Illinois time, on a Business Day the Borrower may
from time to time request that the Issuer issue a Letter of Credit (or
amend or otherwise modify an existing Letter of Credit) in such form
as may be requested by the Borrower and approved by the Issuer. No
Letter of Credit shall be payable in any currency other than Dollars.
Each such request shall be made on not less than two nor more than
five Business Days' notice. Upon receipt of an Issuance Request, the
Administrative Agent shall promptly on the same day notify the Issuer
and each Lender thereof. Each Letter of Credit shall by its terms be
stated to expire (whether originally or after giving effect to any
extension) on a date (its "Stated Expiry Date") not later than January
------------------
31, 1997.

The Issuer will issue such Letter of Credit and will make
available to the beneficiary thereof the original of each Letter of
Credit which it issues hereunder.

SECTION 2.8.1. Other Lenders' Participation. Automatically,
----------------------------
and without further action, upon the issuance of each Letter of
Credit, each Lender (other than the Issuer) shall be deemed to have
irrevocably purchased from the Issuer, to the extent of such Lender's
Percentage, a participation interest in such Letter of Credit
(including any Reimbursement Obligation and any other Contingent
Liability with respect thereto), and such Lender shall, to the extent
of its Percentage of the Commitment Amount, be responsible for
reimbursing promptly (and in any event within one Business Day after
receipt of demand for payment from the Issuer, together with accrued
interest from the day of such demand) the Issuer for any Reimbursement
Obligation which has not

<PAGE>

been reimbursed in accordance with Section 2.8.3. In addition, such
Lender shall, to the extent of its Percentage of the Commitment
Amount, be entitled to receive a ratable portion of the Letter of
Credit commission payable pursuant to Section 3.3.1(b) with respect to
each Letter of Credit and a ratable portion of the interest payable
pursuant to Sections 2.8.2 and 3.2.

SECTION 2.8.2. Disbursements. Subject to the terms and
-------------
provisions of such Letter of Credit and this Agreement, upon
presentment of any Letter of Credit to the Issuer for payment, the
Issuer shall make such payment (such payment being a "Disbursement")
------------
to the beneficiary (or its designee) of such Letter of Credit on the
date designated for such payment (the "Disbursement Date"). The
-----------------
Issuer will notify the Borrower and each of the Lenders promptly of
the presentment for payment of any such Letter of Credit, together
with notice of the related Disbursement Date. Prior to 11:00 a.m.,
Chicago, Illinois time, on the next Business Day following the
Disbursement Date, the Borrower will reimburse the Administrative
Agent, for the account of the Issuer, for such Disbursement, together
with all interest accrued on such Disbursement from the Disbursement
Date, at the then applicable rate of interest for Reference Rate
Loans.

If, prior to 12:00 p.m., Chicago, Illinois time, on the
Disbursement Date, the Borrower delivers a Borrowing Request
requesting that the Reimbursement Obligation (resulting from the
related Disbursement) be automatically converted into a Borrowing of
Revolving Loans, then, if all conditions set forth in Section 5.2 have
been satisfied or waived (as if the Borrower were requesting a new
Borrowing hereunder), immediately upon such Disbursement, such
resulting Reimbursement Obligation shall be deemed to be a Borrowing
of Reference Rate Loans made pursuant to Section 2.1(a). In the event
any Default has occurred and is continuing, or any of the other
conditions set forth in Section 5.2 has not been satisfied or
otherwise waived or no Borrowing Request has been delivered hereunder,
then, prior to 11:00 a.m., Chicago, Illinois time, on the next
Business Day following the Disbursement Date, the Borrower shall
reimburse the Administrative Agent, for the account of the Issuer, for
such Disbursement, together with all interest accrued on such
Disbursement from the Disbursement Date, at the then applicable rate
of interest for Reference Rate Loans.

SECTION 2.8.3. Reimbursement. The obligation (the
-------------
"Reimbursement Obligation") of the Borrower under Section 2.8.2 to
------------------------
reimburse the Issuer with respect to each Disbursement (including
interest thereon), and, upon the failure of the

<PAGE>

Borrower to reimburse the Issuer, each Lender's obligation under
Section 2.8.1 to reimburse the Issuer, shall each be absolute and
unconditional under any and all circumstances and irrespective of any
setoff, counterclaim or defense to payment which the Borrower or such
Lender, as the case may be, may have or have had against the Issuer or
any Lender, including any defense based upon the failure of any
Disbursement to conform to the terms of the applicable Letter of
Credit (if, in the Issuer's reasonable and good faith opinion, such
non-conforming Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds
of such Letter of Credit; provided, however, that nothing herein shall
-------- -------
adversely affect the right of the Borrower or such Lender, as the case
may be, to commence any proceeding against the Issuer for any wrongful
Disbursement made by the Issuer under a Letter of Credit as a result
of acts or omissions constituting gross negligence or wilful
misconduct on the part of the Issuer.

SECTION 2.8.4. Deemed Disbursements.
--------------------
(a) Upon the occurrence and during the continuation of any
Default of the type described in clauses (a) through (d) of Section
8.1.9 or, with notice from the Administrative Agent, upon the
occurrence and during the continuation of any Event of Default, the
Borrower shall be immediately obligated to pay to the Issuer an amount
equal to that portion of all Letter of Credit Outstandings
attributable to the then aggregate amount which is undrawn and
available under all issued and outstanding Letters of Credit. Any
amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as cash
collateral security in an interest bearing account for Obligations
arising in connection with Letters of Credit. At such time when such
Default or such Event of Default shall have been cured or waived (and
provided no other Default has occurred and is continuing and the Loans
have not been accelerated pursuant to Section 8.2 or 8.3), the
Administrative Agent shall promptly return to the Borrower all amounts
then on deposit with the Administrative Agent pursuant to this clause
(including accrued interest, net of account expenses), net of any
amount (including accrued interest) applied to the payment of any
Obligations.

(b) On any date when any reduction in the Commitment Amount
shall become effective, the Borrower shall be immediately obligated to
pay to the Issuer an amount equal to the excess, if any, of the
aggregate outstanding principal amount of all Loans and Letter of
Credit Outstandings over the Commitment Amount as so reduced. Any
amounts so payable by the Borrower pursuant to

<PAGE>

this clause (b) shall be deposited in cash with the Administrative
Agent and held as cash collateral security for Obligations arising in
connection with Letters of Credit. At such time when the outstanding
principal amount of all Loans and Letter of Credit Outstandings are
less than the Commitment Amount, the Administrative Agent shall
promptly return to the Borrower an amount equal to such difference
(including accrued interest, net of account expenses), net of any
amount (including accrued interest) applied to the payment of any
Obligations.

SECTION 2.8.5. Nature of Reimbursement Obligations. The
-----------------------------------
Borrower and, to the extent set forth in Section 2.8.1, each Lender
shall assume all risks of the acts, omissions or misuse of any Letter
of Credit by the beneficiary thereof. None of the Issuer nor any
other Agent-Related Person (except to the extent of its own gross
negligence or wilful misconduct) shall be responsible for:

(a) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any Letter of Credit or any
document submitted by any party in connection with the
application for and issuance of a Letter of Credit, even if it
should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged;

(b) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any instrument transferring or
assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or the proceeds
thereof in whole or in part, which may prove to be invalid or
ineffective for any reason;

(c) failure of the beneficiary to comply fully with
conditions required in order to demand payment under a Letter
of Credit;

(d) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, telecopy or
otherwise; or

(e) any loss or delay in the transmission or otherwise
of any document or draft required in order to make a
Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of
any of the rights or powers granted to the Issuer or any other

<PAGE>

Lender hereunder. In furtherance and extension and not in limitation
or derogation of any of the foregoing, any action taken or omitted to
be taken by the Issuer or any other Agent-Related Person in good faith
(and not constituting gross negligence or wilful misconduct) shall be
binding upon the Borrower and each such Lender, and shall not put the
Issuer or any other Agent-Related Person under any resulting liability
to the Borrower or any such Lender, as the case may be; provided,
--------
however, that nothing in this Section 2.8.5 shall adversely affect the
-------
rights of the Borrower under Section 2.8.3 to commence any proceeding
against the Issuer for any wrongful Disbursement made by the Issuer
under a Letter of Credit as a result of acts or omissions constituting
gross negligence or wilful misconduct on the part of the Issuer.

SECTION 2.9. Notes. Each Lender's Loans shall be evidenced
-----
by a Note payable to the order of such Lender in a maximum principal
amount equal to such Lender's Percentage of the original Commitment
Amount. The Borrower hereby irrevocably authorizes each Lender to
make (or cause to be made) appropriate notations on the grid attached
to such Lender's Notes (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest Period
applicable to the Loans evidenced thereby. Such notations shall be
conclusive and binding on the Borrower absent manifest error;
provided, however, that the failure of any Lender to make any such
-------- -------
notations shall not limit or otherwise affect any Obligations of the
Borrower or any other Obligor.

ARTICLE III.

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments. The Borrower shall
--------------------------
repay in full the unpaid principal amount of each Loan on the Stated
Maturity Date. Prior thereto, repayments and prepayments of Loans
shall be made as set forth in this Section 3.1. Each repayment or
prepayment of any Loans made pursuant to this Section 3.1 shall be
without premium or penalty, except as may be required by Section 4.4.

SECTION 3.1.1. Voluntary Prepayments. From time to time on
---------------------
any Business Day, the Borrower may make a voluntary prepayment, in
whole or in part, of the outstanding principal amount of any Loans;
provided, however, that
-------- -------

<PAGE>

(a) any such prepayment shall be made pro rata among
--- ----
Loans of all Lenders of the same type and, if applicable,
having the same Interest Period;

(b) all such voluntary prepayments of (i) Reference Rate
Loans shall require a written notice prior to 12:00 p.m.,
Chicago, Illinois time, on the proposed date of prepayment but
no more than five Business Days' prior written notice to the
Administrative Agent and (ii) Eurodollar Rate Loans shall
require at least three but no more than five Business Days'
prior written notice to the Administrative Agent; provided,
--------
however, that the Administrative Agent shall, upon receipt of
-------
each notice of prepayment, give to each Lender prompt notice
thereof on the same day such notice of prepayment is received;
and

(c) all such voluntary partial prepayments shall be in
an aggregate minimum amount of $100,000 and an integral
multiple of $1,000;

provided, further, however, that any voluntary prepayment of principal
-------- ------- -------
of Loans shall not cause a reduction in the Commitment Amount.

SECTION 3.1.2. Mandatory Prepayments.
---------------------
(a) If the sum of (x) the aggregate outstanding
principal amount of all Loans plus (y) the Letter of Credit
Outstandings exceeds the lesser of (i) the Commitment Amount
and (ii) the Borrowing Base, the Borrower shall make a
mandatory prepayment of the aggregate outstanding principal
amount of the Loans in an amount equal to such excess. All
such prepayments shall be made pro rata among Loans of all
--- ----
Lenders of the same type and, if applicable, having the same
Interest Period. All prepayments of Loans pursuant to this
Section 3.1.2(a) shall, to the extent practicable, be first
applied to prepay Reference Rate Loans and then, if any funds
remain, to prepay Eurodollar Rate Loans. Unless a Default has
occurred and is continuing, the Borrower may select the
Eurodollar Rate Loans against which any such prepayments are
to be applied.

(b) On the Stated Maturity Date, the Borrower shall
repay the aggregate unpaid principal amount of all Loans then
outstanding.

<PAGE>

(c) Immediately upon any acceleration of any Loans
pursuant to Section 8.2 or Section 8.3, the Borrower shall
repay the aggregate unpaid principal amount of all Loans then
outstanding.

SECTION 3.2. Interest Provisions. Interest on the
-------------------
outstanding principal amount of Loans shall accrue and be payable in
accordance with this Section 3.2.

SECTION 3.2.1. Rates. Pursuant to an appropriately delivered
-----
Borrowing Request or Continuation/Conversion Notice, the Borrower may
elect that Loans comprising a Borrowing accrue interest at a rate per
annum:

(a) on that portion maintained from time to time as a
Reference Rate Loan, equal to the sum of the Alternate
Reference Rate in effect from time to time plus 0.50%; and

(b) on that portion maintained as a Eurodollar Rate
Loan, during each Interest Period applicable thereto, equal to
the sum of the Eurodollar Rate (Reserve Adjusted) for such
Interest Period as in effect from time to time plus 1.75%.

"Eurodollar Rate" means, for any Interest Period with respect
---------------
to Eurodollar Rate Loans, the rate of interest per annum at which
Dollar deposits for such Interest Period would be offered by BofA's
Grand Cayman Branch, Grand Cayman, B.W.I. (or such other office as may
be designated for such purpose by BofA), to major banks in the
offshore Dollar interbank market upon request of such banks at
approximately 11:00 a.m. (New York City time) two Business Days prior
to the commencement of such Interest Period.

"Eurodollar Rate (Reserve Adjusted)" means, for any Interest
----------------------------------
Period, with respect to Eurodollar Rate Loans, the rate of interest
per annum (rounded upward, if necessary, to the next 1/100th of 1%)
determined by the Administrative Agent as follows:

Eurodollar Rate (Reserve Adjusted) = Eurodollar Rate
------------------------
1.00 - Eurocurrency
Reserve Percentage.

Where,

"Eurocurrency Reserve Percentage" means for any day for any
-------------------------------
Interest Period the maximum reserve percentage

<PAGE>

(expressed as a decimal, rounded upward, if necessary, to the
next 1/100th of 1%) in effect on such day (whether or not
applicable to any Lender) under regulations issued from time
to time by the F.R.S. Board for determining the maximum
reserve requirement (including any emergency, supplemental or
other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as "Eurocurrency
liabilities") having a term comparable to such Interest
Period.

The Eurodollar Rate (Reserve Adjusted) shall be adjusted
automatically as to all Eurodollar Rate Loans then outstanding as of
the effective date of any change in the Eurocurrency Reserve
Percentage.

All Eurodollar Rate Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not
including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurodollar Rate Loan.

SECTION 3.2.2. Post-Maturity Rates. After the date any
-------------------
principal amount of any Loan or Reimbursement Obligation is due and
payable (whether on the Stated Maturity Date, upon acceleration or
otherwise), or after any other monetary obligation hereunder of the
Borrower shall have become due and payable, the Borrower shall pay,
but only to the extent permitted by law, interest (after as well as
before judgment) on such amount(s) at a rate per annum equal to the
rate then applicable to Reference Rate Loans plus a margin of 2.00%.

SECTION 3.2.3. Payment Dates. Interest accrued on each Loan
-------------
shall be payable, without duplication:

(a) on the Stated Maturity Date;

(b) with respect to Reference Rate Loans, on the
Quarterly Payment Date following the date (or, if such date is
a Quarterly Payment Date, on such date) of any payment or
prepayment, in whole or in part, of principal outstanding on
such Loan;

(c) with respect to Eurodollar Rate Loans, on the date
of any payment or prepayment, in whole or in part, of
principal outstanding on such Loan;

(d) with respect to Eurodollar Rate Loans, on the last
day of each applicable Interest Period and, if

<PAGE>

earlier, on the three-month anniversary of the commencement of
such Interest Period; and

(e) on that portion of any Loans the maturity of which
is accelerated pursuant to Section 8.2 or Section 8.3,
immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under
this Agreement or any other Loan Document after the date such amount
is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

SECTION 3.3. Fees. The Borrower agrees to pay the fees set
----
forth in this Section 3.3. All such fees shall be non-refundable.

SECTION 3.3.1. Letter of Credit Fees. (a) The Borrower
---------------------
agrees to pay to the Administrative Agent, for the account of the
Issuer, an issuance fee of 0.375% on the Stated Amount of each Letter
of Credit issued hereunder, payable upon the issuance thereof.

(b) The Borrower agrees to pay to the Administrative Agent,
for the pro rata account (based on Percentages) of each Lender
--- ----
(including the Issuer) a letter of credit commission in an amount
equal to 1.125% per annum on the average daily undrawn Stated Amount
of all Letters of Credit. Such letter of credit fee shall be payable
by the Borrower in arrears on each Quarterly Payment Date on the
Stated Expiry Date therefor and, if earlier, on the Commitment
Termination Date for the period from and including the date of the
issuance of such Letter of Credit to (but not including) the date such
payment is due or, if earlier, the date on which such Letter of Credit
expired or was terminated.

(c) The Borrower shall pay the Issuer from time to time the
normal issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the Issuer relating to
letters of credit from time to time in effect.

SECTION 3.3.2. Non-Use Fee. The Borrower agrees to pay to
-----------
the Administrative Agent, for the account of each Lender, a non-use
fee in an amount equal to 0.375% per annum on the daily average of the
unutilized portion of such Lender's Commitment. Such non-use fee
shall be payable in arrears on each Quarterly Payment Date and on the
Commitment Termination Date, for the period then ending for which such
non-use fees shall not have

<PAGE>

been theretofore paid. For purposes of computing such non-use fee,
the Commitments shall be deemed to be used in an amount equal to the
sum of the average daily principal amount of all outstanding Loans
plus the average daily Stated Amount of all outstanding Letters of
Credit.

ARTICLE IV.

EURODOLLAR RATE AND OTHER PROVISIONS

SECTION 4.1. Eurodollar Rate Lending Unlawful. If any Lender
--------------------------------
shall determine in good faith (which determination shall, upon notice
thereof to the Borrower and the Lenders, be conclusive and binding on
the Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or
other Governmental Authority asserts that it is unlawful, for such
Lender to make, continue or maintain any Loan as, or to convert any
Loan into, a Eurodollar Rate Loan, the obligations of the Lenders to
make, continue, maintain or convert into any such Loans shall, upon
such determination, forthwith be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such
suspension no longer exist, and all Eurodollar Rate Loans shall
automatically convert into Reference Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required
by such law or assertion.

SECTION 4.2. Deposits Unavailable. If the Administrative
--------------------
Agent shall have determined that

(a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to BofA in its
relevant market; or

(b) by reason of circumstances affecting BofA's
relevant market, adequate means do not exist for ascertaining
the interest rate applicable hereunder to Eurodollar Rate
Loans,

then, upon notice from the Administrative Agent to the Borrower and
the Lenders, the obligations of all Lenders under Section 2.5 and
Section 2.6 to make or continue any Loans as, or to convert any Loans
into, Eurodollar Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

<PAGE>

SECTION 4.3. Increased Eurodollar Rate Loan Costs, etc. The
------------------------------------------
Borrower agrees to reimburse each Lender for any increase in the cost
to such Lender of, or any reduction in the amount of any sum
receivable by such Lender in respect of, making, continuing or
maintaining (or of its obligation to make, continue or maintain) any
Loans as, or of converting (or of its obligation to convert) any Loans
into, Eurodollar Rate Loans. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of
any such event, such notice to state, in reasonable detail, the
reasons therefor and the additional amount required fully to
compensate such Lender for such increased cost or reduced amount.
Such additional amounts shall be payable by the Borrower directly to
such Lender within five days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

SECTION 4.4. Funding Losses. In the event any Lender shall
--------------
incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue or maintain any portion of
the principal amount of any Loan as, or to convert any portion of the
principal amount of any Loan into, a Eurodollar Rate Loan) as a result
of

(a) any conversion or repayment or prepayment of the
principal amount of any Eurodollar Rate Loans on a date other
than the scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise;

(b) any Loans not being made as Eurodollar Rate Loans in
accordance with the Borrowing Request therefor; or

(c) any Loans not being continued as, or converted into,
Eurodollar Rate Loans in accordance with the
Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a
copy to the Administrative Agent), the Borrower shall, within five
days of its receipt thereof, pay directly to such Lender such amount
as will (in the reasonable determination of such Lender) reimburse
such Lender for such loss or expense. Such written notice (which
shall include calculations in reasonable detail) shall, in the absence
of manifest error, be conclusive and binding on the Borrower.

<PAGE>

SECTION 4.5. Increased Capital Costs. If any change in, or
-----------------------
the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other Governmental
Authority affects or would affect the amount of capital required or
expected to be maintained by any Lender or any Person controlling such
Lender, and such Lender determines (in its sole and absolute
discretion) that the rate of return on its or such controlling
Person's capital as a consequence of its Commitment, issuance or
maintenance of or participation in Letters of Credit or the Loans made
by such Lender, is reduced to a level below that which such Lender or
such controlling Person could have achieved but for the occurrence of
any such circumstance, then, in any such case, upon notice from time
to time by such Lender to the Borrower, the Borrower shall immediately
pay directly to such Lender additional amounts sufficient to
compensate such Lender or such controlling Person for such reduction
in rate of return. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in
reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrower. In determining such amount,
such Lender may use any method of averaging and attribution that it
(in its sole and absolute discretion) shall deem applicable.

SECTION 4.6. Taxes. All payments by the Borrower of
-----
principal of, and interest on, the Loans and all other amounts payable
hereunder shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise
taxes and taxes imposed on or measured by any Lender's net income or
receipts (such non-excluded items being called "Taxes"). In the event
-----
that any withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Taxes pursuant to any
applicable law, rule or regulation, then the Borrower will

(a) pay directly to the relevant authority the full
amount required to be so withheld or deducted;

(b) promptly forward to the Administrative Agent an
official receipt or other documentation satisfactory to the
Administrative Agent evidencing such payment to such
authority; and

<PAGE>

(c) pay to the Administrative Agent for the account of
the Lenders such additional amount or amounts as is necessary
to ensure that the net amount actually received by each Lender
will equal the full amount such Lender would have received had
no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the
Administrative Agent or any Lender with respect to any payment
received by the Administrative Agent or such Lender hereunder, the
Administrative Agent or such Lender may pay such Taxes and the
Borrower will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net
amount received by such Person after the payment of such Taxes
(including any Taxes on such additional amount) shall equal the amount
such Person would have received had not such Taxes been asserted.

If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative
Agent, for the account of the respective Lenders, the required
receipts or other required documentary evidence, the Borrower shall
indemnify the Lenders for any incremental Taxes, interest or penalties
that may become payable by any Lender as a result of any such failure.
For purposes of this Section 4.6, a distribution hereunder by the
Administrative Agent or any Lender to or for the account of any Lender
shall be deemed a payment by the Borrower.

Upon the request of the Borrower or the Administrative Agent,
each Lender that is organized under the laws of a jurisdiction other
than the United States shall, prior to the due date of any payments
under the Notes, execute and deliver to the Borrower and the
Administrative Agent, on or about the first scheduled payment date in
each Fiscal Year, one or more (as the Borrower or the Administrative
Agent may reasonably request) United States Internal Revenue Service
Forms 4224 or Forms 1001 or such other forms or documents (or
successor forms or documents), appropriately completed, as may be
applicable to establish the extent, if any, to which a payment to such
Lender is exempt from withholding or deduction of Taxes.

SECTION 4.7. Payments, Computations, etc. Unless otherwise
---------------------------
expressly provided, all payments by the Borrower pursuant to this
Agreement, the Notes, each Letter of Credit or any other Loan Document
shall be made by the Borrower to the Administrative Agent for the pro
---
rata account of the Lenders entitled to receive such payment. All
----
such payments required to

<PAGE>

be made to the Administrative Agent shall be made, without setoff,
deduction or counterclaim, not later than 1:00 p.m., Chicago, Illinois
time, on the date due, in same day or immediately available funds, to
such account as the Administrative Agent shall specify from time to
time by notice to the Borrower. Funds received after that time shall
be deemed to have been received by the Administrative Agent on the
next succeeding Business Day. The Administrative Agent shall promptly
remit in same day funds to each Lender its share, if any, of such
payments received by the Administrative Agent for the account of such
Lender. All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest
on a Reference Rate Loan bearing interest at the rate specified in
clause (b) of the definition of "Alternate Reference Rate", 365 days
------------------------
or, if appropriate, 366 days). Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment
shall (except as otherwise required by the definition of "Quarterly
---------
Payment Date" and, with respect to Eurodollar Rate Loans, by clause
------------
(c) of the definition of the term "Interest Period") be made on the
---------------
next succeeding Business Day, and such extension of time shall be
included in computing interest and fees, if any, in connection with
such payment.

SECTION 4.8. Sharing of Payments. If any Lender shall obtain
-------------------
any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan (other than
pursuant to the terms of Sections 4.3, 4.4 and 4.5) or Letter of
Credit in excess of its ratable share of such payment in accordance
with the terms of this Agreement, then or therewith obtained by all
Lenders, such Lender shall purchase from the other Lenders such
participations in Loans made by them and/or Letters of Credit as shall
be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; provided,
--------
however, that if all or any portion of the excess payment or other
-------
recovery is thereafter recovered from such purchasing Lender, the
purchase shall be rescinded and each Lender which has sold a
participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery,
together with an amount equal to such selling Lender's ratable share
(according to the proportion of

(a) the amount of such selling Lender's required
repayment to the purchasing Lender

<PAGE>

(b) the total amount so recovered from the purchasing
Lender)

of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section may, to the fullest extent permitted
by law, exercise all its rights of payment (including pursuant to
Section 4.9) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or
other similar law any Lender receives a secured claim in lieu of a
setoff to which this Section applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a
manner consistent with the rights of the Lenders entitled under this
Section to share in the benefits of any recovery on such secured
claim.

SECTION 4.9. Setoff. Each Lender shall, upon the occurrence
------
of any Default described in clauses (a) through (d) of Section 8.1.9
with respect to the Borrower or any Subsidiary or any Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security
for such Obligations) the Borrower hereby grants to each Lender a
continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter
maintained with or otherwise held by such Lender; provided, however,
-------- -------
that any such appropriation and application shall be subject to the
provisions of Section 4.8. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and
application made by such Lender; provided, however, that the failure
-------- -------
to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Lender may have.

ARTICLE V.

CONDITIONS PRECEDENT

SECTION 5.1. Restatement Date. This Agreement shall become
----------------
effective on the date (the "Restatement Date") each of the
----------------

<PAGE>

conditions precedent set forth in this Section 5.1 has been satisfied.

SECTION 5.1.1. Resolutions, etc. The Administrative Agent
----------------
shall have received from each Obligor a certificate, dated the
Restatement Date, of its Secretary or Assistant Secretary as to

(a) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and
performance of this Agreement, the Notes and each other Loan
Document executed or to be executed by it;

(b) the incumbency and signatures of those of its
officers authorized to act with respect to this Agreement, the
Notes and each other Loan Document executed by it; and

(c) each of its Organic Documents (or, in lieu of
providing copies of such Organic Documents, to the effect that
none of such Organic Documents has been amended since such
Organic Documents were delivered to the Administrative Agent
in connection with the closing of the Existing Credit
Agreement),

upon which certificate each Lender may conclusively rely until it
shall have received a further certificate of the Secretary of such
Obligor canceling or amending such prior certificate.

SECTION 5.1.2. Delivery of Notes. The Administrative Agent
-----------------
shall have received, for the account of each Lender, its Note, duly
executed and delivered by the Borrower.

SECTION 5.1.3. No Material Adverse Change. Immediately prior
--------------------------
to the Restatement Date and immediately after giving effect to this
Agreement and to the consummation of the transactions contemplated by
this Agreement, there shall not have been any material adverse change
in the financial condition, operations, assets, business, properties
or prospects of the Borrower and its Subsidiaries as measured by the
financial statements delivered pursuant to Section 6.5.

SECTION 5.1.4. Restatement Date Certificate. The
----------------------------
Administrative Agent shall have received the Restatement Date
Certificate, dated the Restatement Date and duly executed by an
Authorized Officer of the Borrower, in which such Restatement Date
Certificate all Obligors (as of the Restatement Date) shall have
represented and warranted that the statements made therein

<PAGE>

are true and correct as of the Restatement Date and, at the time such
certificate is delivered, the Administrative Agent and the Lenders
shall, in their reasonable discretion, be satisfied that such
statements shall in fact be true and correct.

SECTION 5.1.5. Financial Information, etc. The
--------------------------
Administrative Agent shall have received, in each case in form and
scope reasonably satisfactory to the Administrative Agent,

(a) audited consolidated financial statements of
Holdings for the Fiscal Year ended June 30, 1996; and

(b) an unaudited pro forma consolidated balance sheet,
--- -----
dated as of June 30, 1996, and to the extent practicable,
September 30, 1996 (the "Pro Forma Balance Sheet") of Holdings
-----------------------
and its Subsidiaries, after giving effect to the acquisitions
of ABC and Any-Kind and the Proposed Acquisitions, the
incurrence of the Senior Notes and the transactions
contemplated hereby at such date, and showing compliance with
the covenants set forth in Section 7.2.4 to the extent
determinable by such financial statements, in form and
substance reasonably satisfactory to the Administrative Agent.

Each such financial statement shall be prepared in accordance with
GAAP, with the scope and results of all such financial statements
being satisfactory to the Administrative Agent.

SECTION 5.1.6. Opinions of Counsel. The Administrative Agent
-------------------
shall have received opinions, dated the Restatement Date and addressed
to the Administrative Agent and all Lenders, from (i) Weil, Gotshal &
Manges LLP, special counsel to the Borrower and the other Obligors,
substantially in the form of Exhibit G-1 hereto and (ii) Jodi
Mignatti, Esq., general counsel of the Borrower and the other
Obligors, substantially in the form of Exhibit G-2 hereto.

SECTION 5.1.7. Obligors. (a) All Obligors party to any Loan
--------
Document prior to the date hereof shall have executed a counterpart of
the Reaffirmation of Loan Documents in the form of Exhibit D.

(b) The Borrower's Subsidiaries Monetary Management Corp. and
U.S. Check Exchange Limited Partnership shall have executed and
delivered to the Administrative Agent a counterpart to the Cash Field
Warehousing Agreement, a counterpart to the Subsidiary Guaranty and a
Supplement to the Subsidiary Security Agreement in the form of Exhibit
E thereto.

<PAGE>

SECTION 5.1.8. Solvency, etc. The Administrative Agent shall
-------------
have received a certificate of the chief accounting, financial or
other executive Authorized Officer of the Borrower, dated the
Restatement Date, substantially in the form of Exhibit C.

SECTION 5.1.9. Fees and Expenses. The Administrative Agent
-----------------
shall have received, for its own account and the account of the
Lenders, all expenses payable pursuant to Section 10.3 and pursuant to
that certain fee letter dated October 23, 1996 executed by the
Borrower in favor of the Administrative Agent and certain Lenders.

SECTION 5.1.10. Senior Notes Indenture and Registration
---------------------------------------
Rights Agreement. The Administrative Agent shall have received a
----------------
copy, certified as true and correct by the Secretary of the Borrower,
of the Senior Notes Indenture and the Registration Rights Agreement.

SECTION 5.1.11. Existing Credit Agreement. All Indebtedness
-------------------------
under the Existing Credit Agreement shall be paid in full.

SECTION 5.1.12. Senior Notes. The Administrative Agent shall
------------
have received evidence satisfactory to it that the Borrower has issued
the Senior Notes on terms and conditions satisfactory to the
Administrative Agent for gross proceeds of not less than $110,000,000.

SECTION 5.1.13. Proposed Acquisitions. The Administrative
---------------------
Agent shall have received copies, certified by an Authorized Officer
of the Borrower, of definitive purchase documentation for the Proposed
Acquisitions.

SECTION 5.2. All Credit Extensions. The obligation of each
---------------------
Lender to make any Credit Extension shall be subject to the
satisfaction of each of the conditions precedent set forth in this
Section 5.2.

SECTION 5.2.1. Compliance with Warranties, No Default, etc.
-------------------------------------------
Both before and after giving effect to any Credit Extension the
following statements shall be true and correct to the satisfaction of
the Administrative Agent:

(a) the representations and warranties set forth in
Article VI (excluding, however, those contained in
Section 6.7), Article III of the Subsidiary Guaranty, Article
III of the Holdings Guaranty and Pledge

<PAGE>

Agreement, Article III of the Borrower Pledge Agreement,
Article III of the Borrower Security Agreement and Article III
of the Subsidiary Security Agreement shall be true and correct
in all material respects with the same effect as if then made
(unless stated to relate solely to an earlier date, in which
case such representations and warranties shall be true and
correct as of such earlier date);

(b) except as disclosed by the Borrower to the
Administrative Agent and the Lenders pursuant to Section 6.7

(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding shall be pending
or, to the knowledge of the Borrower, threatened against
the Borrower or any of its Subsidiaries which might
materially adversely affect the Borrower's consolidated
business, operations, assets, revenues, properties or
prospects or which purports to affect the legality,
validity or enforceability of this Agreement, the Notes
or any other Loan Document; and

(ii) no development shall have occurred in any labor
controversy, litigation, arbitration or governmental
investigation or proceeding disclosed pursuant to Section
6.7 which might materially adversely affect the
consolidated businesses, operations, assets, revenues,
properties or prospects of the Borrower and its
Subsidiaries; and

(c) no Default shall have then occurred and be
continuing, and neither the Borrower, any other Obligor nor
any of the Borrower's Subsidiaries are in material violation
of any law, governmental regulation or court order or decree.

SECTION 5.2.2. Credit Request. The Administrative Agent
--------------
shall have received a Borrowing Request or an Issuance Request, as
applicable, for such Credit Extension, together with a Borrowing Base
Certificate. Each of the delivery of a Borrowing Request or an
Issuance Request and a Borrowing Base Certificate and the acceptance
by the Borrower of the proceeds of the Borrowing or the issuance of
the Letter of Credit, as applicable, shall constitute a representation
and warranty by the Borrower that on the date of such Borrowing (both
immediately before and after giving effect to such Borrowing and the
application of the

<PAGE>

proceeds thereof) or the issuance of the Letter of Credit, as
applicable, the statements made in Section 5.2.1 are true and correct
and that all items reflected on such Borrowing Base Certificate
satisfy the eligibility criteria for inclusion on such certificate.

SECTION 5.2.3. Satisfactory Legal Form. All documents
-----------------------
executed or submitted pursuant hereto by or on behalf of the Borrower
or any of its Subsidiaries or any other Obligors shall be satisfactory
in form and substance to the Administrative Agent and its counsel, and
the Administrative Agent and its counsel shall have received all
information, approvals, opinions, documents or instruments as the
Administrative Agent or its counsel may reasonably request.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Administrative Agent to
enter into this Agreement and to induce the Lenders to make Credit
Extensions hereunder, the Borrower represents and warrants unto the
Administrative Agent and each Lender as set forth in this Article VI.

SECTION 6.1. Organization, etc. The Borrower and each of
-----------------
its Subsidiaries is a corporation validly organized and existing and
in good standing under the laws of the jurisdiction of its
incorporation, is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the
nature of its business requires such qualification, and has full power
and authority and holds all requisite governmental licenses, permits
and other approvals to enter into and perform its Obligations under
this Agreement (except to the extent the failure to be so qualified or
to have any such license, permit or other approval would not have a
material adverse effect on the financial condition, operations,
assets, business or properties of the Borrower or any of its
Subsidiaries), the Notes and each other Loan Document to which it is a
party and to own and hold under lease its property and to conduct its
business as currently conducted by it.

SECTION 6.2. Due Authorization, Non-Contravention, etc. The
-----------------------------------------
execution, delivery and performance by the Borrower of this
Agreement, the Notes and each other Loan Document executed or to be
executed by it, and the execution, delivery and performance by each
other Obligor of each Loan Document executed or to be executed by it
are within the Borrower's and such Obligor's

<PAGE>

corporate powers, have been duly authorized by all necessary corporate
action, and do not

(a) contravene the Borrower's or any such Obligor's
Organic Documents;

(b) contravene any contractual restriction, law,
governmental regulation or court decree or order binding on or
affecting the Borrower or any Obligor; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Borrower's or any Obligor's properties
(other than Liens permitted under Section 7.2.3).

SECTION 6.3. Government Approval, Regulation, etc. No
------------------------------------
authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or regulatory body or other
Person is required for the due execution, delivery or performance by
the Borrower or any other Obligor of this Agreement, the Notes or any
other Loan Document to which it is a party, all of which have been
duly obtained or made and are in full force and effect. Neither the
Borrower nor any of its Subsidiaries is an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company",
or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

SECTION 6.4. Validity, etc. This Agreement constitutes,
-------------
and the Notes and each other Loan Document executed by the Borrower
will, on the due execution and delivery thereof, constitute, the
legal, valid and binding obligations of the Borrower enforceable in
accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due
execution and delivery thereof by such Obligor, be the legal, valid
and binding obligation of such Obligor enforceable in accordance with
its terms.

SECTION 6.5. Financial Information. All financial statements
---------------------
of the Borrower and each of its Subsidiaries furnished to the
Administrative Agent and the Lenders pursuant to Section 5.1.5 and
Section 7.1.1 have been prepared in accordance with GAAP consistently
applied, and present fairly in all material respects the consolidated
financial condition of the Persons covered thereby as at the dates
thereof and the results of their operations for the periods then
ended.

<PAGE>

SECTION 6.6. No Material Adverse Change. Since June 30, 1996
--------------------------
there has been no material adverse change in the financial condition,
operations, assets, business, properties or prospects of the Borrower
and its Subsidiaries.

SECTION 6.7. Litigation, Labor Controversies, etc. There
------------------------------------
is no pending or, to the knowledge of the Borrower, threatened
litigation, action, proceeding, or labor controversy (including those
related to any Consumer Credit Law) affecting the Borrower or any of
its Subsidiaries, or any of their respective properties, businesses,
assets or revenues, which is reasonably likely to materially adversely
affect the financial condition, operations, assets, business,
properties or prospects of the Borrower or any Subsidiary or which
purports to affect the legality, validity or enforceability of this
Agreement, the Notes or any other Loan Document, except as disclosed
in Item 6.7 ("Litigation") of the Disclosure Schedule.

SECTION 6.8. Subsidiaries. The Borrower has no Subsidiaries,
------------
except those Subsidiaries

(a) which are identified in Item 6.8 ("Existing
Subsidiaries") of the Disclosure Schedule; or

(b) which are permitted to have been acquired in
accordance with Section 7.2.5 or 7.2.9.

Each of Borrower's Subsidiaries Dollar Financial Insurance Corp. and
Dollar Insurance Administration Corp. (collectively, the "New
---
Subsidiaries"), conducts no business, has not issued any capital stock
------------
and has no real or personal property or tangible or intangible assets
as of the date hereof and the Restatement Date.
SECTION 6.9. Ownership of Properties. The Borrower and each
-----------------------
of its Subsidiaries owns good and legal title to all of its properties
and assets, real and personal, tangible and intangible, of any nature
whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges or claims
(including infringement claims with respect to patents, trademarks,
copyrights and the like) except as permitted pursuant to Section
7.2.3.

SECTION 6.10. Taxes. The Borrower and each of its
-----
Subsidiaries has filed all tax returns and reports required by law to
have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are
being diligently contested in good

<PAGE>

faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books.

SECTION 6.11. Pension and Welfare Plans. During the twelve
-------------------------
-consecutive-month period prior to the date of the execution and
delivery of this Agreement and prior to the date of any Credit
Extension hereunder, no steps have been taken to terminate any Pension
Plan which could reasonably be expected to result in the incurrence by
the Borrower of any material liability, and no contribution failure
has occurred with respect to any Pension Plan sufficient to give rise
to a Lien under section 302(f) of ERISA. No condition exists or event
or transaction has occurred with respect to any Pension Plan which
could reasonably be expected to result in the incurrence by the
Borrower of any material liability, fine or penalty. Except as
disclosed in Item 6.11 ("Employee Benefit Plans") of the Disclosure
Schedule, the Borrower does not have any contingent liability with
respect to any post-retirement medical benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of
Title I of ERISA.

SECTION 6.12. Environmental Warranties. Except as set forth
------------------------
in Item 6.12 ("Environmental Matters") of the Disclosure Schedule:

(a) all facilities and property (including underlying
groundwater) owned or leased by the Borrower or any of its
Subsidiaries have been, and continue to be, owned or leased by
the Borrower and its Subsidiaries in material compliance with
all Environmental Laws;

(b) there have been no past, and there are no pending or
threatened

(i) claims, complaints, notices or requests for
information received by the Borrower or any of its
Subsidiaries with respect to any alleged violation of any
Environmental Law, or

(ii) complaints, notices or inquiries to the
Borrower or any of its Subsidiaries regarding potential
liability under any Environmental Law;

(c) there have been no Releases of Hazardous Materials
at, on or under any property now or previously owned or leased
by the Borrower or any of its Subsidiaries that, singly or in
the aggregate, have, or may reasonably be expected to have, a
material adverse

<PAGE>

effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and its
Subsidiaries;

(d) the Borrower and its Subsidiaries have been issued
and are in material compliance with all permits, certificates,
approvals, licenses and other authorizations relating to
environmental matters and necessary or desirable for their
businesses;

(e) no property now or previously owned or leased by the
Borrower or any of its Subsidiaries is listed or proposed for
listing (with respect to owned property only) on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any
similar state list of sites requiring investigation or clean-
up;

(f) there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any
property now or previously owned or leased by the Borrower or
any of its Subsidiaries that, singly or in the aggregate,
have, or may reasonably be expected to have, a material
adverse effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and its
Subsidiaries;

(g) neither the Borrower nor any Subsidiary of the
Borrower has directly transported or directly arranged for the
transportation of any Hazardous Material to any location which
is listed or proposed for listing on the National Priorities
List pursuant to CERCLA, on the CERCLIS or on any similar
state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to
material claims against the Borrower or such Subsidiary
thereof for any remedial work, damage to natural resources or
personal injury, including claims under CERCLA;

(h) there are no polychlorinated biphenyls or friable
asbestos present at any property now or previously owned or
leased by the Borrower or any Subsidiary of the Borrower that,
singly or in the aggregate, have, or may reasonably be
expected to have, a material adverse effect on the financial
condition, operations, assets, business, properties or
prospects of the Borrower and its Subsidiaries; and

<PAGE>

(i) no condition exists at, on or under any property now
or previously owned or leased by the Borrower which, with the
passage of time, or the giving of notice or both, would give
rise to liability under any Environmental Law that, singly or
in the aggregate, has, or may reasonably be expected to have,
a material adverse effect on the financial condition,
operations, assets, business or properties of the Borrower and
its Subsidiaries, taken as a whole.

SECTION 6.13. Regulations G, T, U and X. The Borrower is not
-------------------------
engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Loans will
be used for a purpose which violates, or would be inconsistent with,
F.R.S. Board Regulation G, T, U or X. Terms for which meanings are
provided in F.R.S. Board Regulation G, T, U or X or any regulations
substituted therefor, as from time to time in effect, are used in this
Section with such meanings.

SECTION 6.14. Accuracy of Information. All factual
-----------------------
information heretofore or contemporaneously furnished by or on behalf
of the Borrower in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender will be, true and accurate in every
material respect on the date as of which such information is dated or
certified and as of the date of execution and delivery of this
Agreement by the Administrative Agent and such Lender, and such
information is not, or shall not be, as the case may be, incomplete by
omitting to state any material fact necessary to make such information
not misleading.

SECTION 6.15. Consumer Credit. Except as set forth in Item
---------------
6.15 ("Consumer Matters") of the Disclosure Schedule, and without
limiting the generality of Section 6.7 or Section 6.16, there has been
no past, and there is no pending or threatened, litigation, action,
proceeding or controversy affecting the Borrower or any of its
Subsidiaries, and no pending or threatened complaint, notice or
inquiry to the Borrower or any of its Subsidiaries, regarding
potential liability of the Borrower, any Subsidiary or Affiliate of
the Borrower or any officer, director, agent or employee of the
Borrower, or any Subsidiary or Affiliate of the Borrower under or
arising from any Consumer Credit Law which is reasonably likely to
have a material adverse effect on the financial condition, operations,
assets, business or properties of the Borrower or any of its
Subsidiaries; and, to

<PAGE>

the knowledge of the Borrower, no fact or situation exists that could
form the basis for any such litigation, action, proceeding,
controversy, complaint, notice or inquiry. The Borrower and each of
its Subsidiaries is in compliance with all applicable requirements or
conditions imposed by all applicable Consumer Credit Laws, except
where the failure to so be in compliance would not have a material
adverse effect on the financial condition, operations, assets,
business or properties of the Borrower or any of its Subsidiaries.

SECTION 6.16. Compliance with Laws. The Borrower and each of
--------------------
its Subsidiaries (a) is in substantial compliance with all applicable
laws, rules and regulations promulgated by any Governmental Authority
(including all applicable Consumer Credit Laws), the failure to comply
with which would be reasonably likely to have a material adverse
effect on the financial condition, operations, assets, business,
properties or prospects of the Borrower and its Subsidiaries, and (b)
is not in default under any federal, state or local court decree or
order.

SECTION 6.17. Solvency. As of the Restatement Date and
--------
immediately prior to and after giving effect to any Borrowing
hereunder and the use of the proceeds thereof, (a) the Borrower's
assets will exceed its liabilities and (b) the Borrower will be
solvent, will be able to pay its debts as they mature, will own
property with fair saleable value greater than the amount required to
pay its debts and will have capital sufficient to carry on its
business as then constituted.

SECTION 6.18. Borrowing Base. Each item identified on a
--------------
Borrowing Base Certificate satisfies the requirements for eligibility
set forth in the definition of "Borrowing Base" as of the time such
Borrowing Base Certificate is delivered.

ARTICLE VII.

COVENANTS

SECTION 7.1. Affirmative Covenants. The Borrower agrees with
---------------------
the Administrative Agent and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in
full, the Borrower will perform the obligations set forth in this
Section 7.1.

SECTION 7.1.1. Financial Information, Reports, Notices, etc.
--------------------------------------------
The Borrower will furnish, or will cause to be furnished, to each
Lender and the Administrative Agent copies of the following financial
statements, reports, notices and information:

<PAGE>

(a) as soon as available and in any event within 90 days
after the end of each Fiscal Year of the Borrower,

(i) audited consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such
Fiscal Year and related audited consolidated statements
of income and cash flows for the Borrower and its
Subsidiaries for such Fiscal Year, certified (without any
Impermissible Qualification) in a manner acceptable to
the Administrative Agent and the Required Lenders by
Ernst & Young LLP or other independent public accountants
acceptable to the Administrative Agent and the Required
Lenders; and

(ii) a certificate from such accountants to the
effect that, in making the examination necessary for the
signing of such audited consolidated balance sheets and
statements of income and cash flows by such accountants,
they have not become aware of any Default that has
occurred and is continuing, or, if they have become aware
of such Default, describing the steps, if any, being
taken to cure it;

(b) as soon as available and in any event within 45 days
after the end of each Fiscal Quarter of the Borrower, a
Compliance Certificate, executed by the chief financial
Authorized Officer of the Borrower;

(c) as soon as possible and in any event within 30 days
after the end of each calendar month, an unaudited balance
sheet and unaudited consolidated statements of income and cash
flows of the Borrower and its Subsidiaries as of the end of
such calendar month for such month and for the period
commencing at the end of the previous Fiscal Year and ending
with the end of such calendar month, certified by the chief
financial Authorized Officer of Borrower, together with
comparative entries from the annual budget then in effect
reflecting any variance from the amounts contained in the
annual budget for such calendar month (as updated pursuant to
clause (e) below) and for the period commencing at the end of
the previous Fiscal Year and ending with the end of such
calendar month and a report setting forth revenues and EBITDA
by division in form and substance similar to the reports
delivered to the Lenders in connection with the Original
Credit Agreement;

<PAGE>

(d) not later than 30 days subsequent to the end of each
Fiscal Year of the Borrower, an annual business plan and
budget prepared on a calendar month basis, for the immediately
succeeding Fiscal Year in form, scope and substance reasonably
acceptable to the Administrative Agent;

(e) not later than 60 days after the closing of any
Permitted Acquisition, an update to the business plan and
budget delivered pursuant to clause (d) above, prepared on a
calendar month basis giving effect to such Permitted
Acquisition, as applicable, in form, scope and substance
reasonably acceptable to the Administrative Agent;

(f) as soon as possible and in any event within three
days after the occurrence of each Default, a statement of the
chief financial Authorized Officer of the Borrower setting
forth details of such Default and the action which the
Borrower has taken and proposes to take with respect thereto;

(g) as soon as possible and in any event within five
Business Days after (x) the occurrence of any adverse
development with respect to any litigation, action, proceeding
or labor controversy described in Section 6.7 or (y) the
commencement of any labor controversy, litigation, action or
proceeding of the type described in Section 6.7, notice
thereof and copies of all documentation relating thereto;

(h) promptly after the sending or filing thereof, copies
of all reports which the Borrower sends to any of its security
holders, and all reports and registration statements which the
Borrower or any of its Subsidiaries files with the Securities
and Exchange Commission or any national securities exchange;

(i) promptly from time to time, copies of any notices
(including notices of default or acceleration) received from
any holder or trustee of, under or with respect to the Senior
Notes;

(j) on the first Business Day of each month, a Borrowing
Base Certificate completed as of such day;

(k) immediately upon becoming aware of the institution
of any steps by the Borrower or any other Person to terminate
any Pension Plan, or the failure to

<PAGE>

make a required contribution to any Pension Plan if such
failure is sufficient to give rise to a Lien under section
302(f) of ERISA, or the taking of any action with respect to a
Pension Plan which could result in the requirement that the
Borrower furnish a bond or other security to the PBGC or such
Pension Plan, or the occurrence of any event with respect to
any Pension Plan which could result in the incurrence by the
Borrower of any material liability, fine or penalty, or any
material increase in the contingent liability of the Borrower
with respect to any post-retirement Welfare Plan benefit,
notice thereof and copies of all documentation relating
thereto; and

(l) such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any of
its Subsidiaries as any Lender through the Administrative
Agent may from time to time reasonably request.

SECTION 7.1.2. Compliance with Laws, etc. The Borrower will,
-------------------------
and will cause each of its Subsidiaries to, comply in all material
respects with all applicable laws, rules, regulations and orders
promulgated by any Governmental Authority (including all Consumer
Credit Laws), such compliance to include:

(a) the maintenance and preservation of its corporate
existence and qualification as a foreign corporation; and

(b) the payment, before the same become delinquent, of
all taxes, assessments and governmental charges imposed upon
it or upon its property except to the extent being diligently
contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have
been set aside on its books.

SECTION 7.1.3. Maintenance of Properties. The Borrower will,
-------------------------
and will cause each of its Subsidiaries to, maintain, preserve,
protect and keep its properties in good repair, working order and
condition, and make necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith
may be properly conducted at all times unless the Borrower determines
in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

<PAGE>

SECTION 7.1.4. Insurance. The Borrower will, and will cause
---------
each of its Subsidiaries to, maintain or cause to be maintained with
responsible insurance companies insurance with respect to its
properties and business (including business interruption insurance)
against such casualties and contingencies and of such types and in
such amounts as is customary in the case of similar businesses and
will, upon request of the Administrative Agent, furnish to each Lender
at reasonable intervals a certificate of an Authorized Officer of the
Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and its Subsidiaries in accordance with
this Section.

SECTION 7.1.5. Books and Records. The Borrower will, and
-----------------
will cause each of its Subsidiaries to, keep books and records which
accurately reflect all of its business affairs and transactions and
permit the Administrative Agent and each Lender or any of their
respective representatives, at reasonable times and intervals, to
visit all of its offices, to discuss its financial matters with its
officers and independent public accountant (and the Borrower hereby
authorizes such independent public accountant to discuss the
Borrower's financial matters with each Lender or its representatives
whether or not any representative of the Borrower is present) and to
examine (and, at the expense of the Borrower, photocopy extracts from)
any of its books or other corporate records. The Borrower shall pay
any fees of such independent public accountant incurred in connection
with the Administrative Agent's or any Lender's exercise of its rights
pursuant to this Section.

SECTION 7.1.6. Environmental Covenant. The Borrower will,
----------------------
and will cause each of its Subsidiaries to,

(a) use and operate all of its facilities and properties
in material compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and
remain in material compliance therewith, and handle all
Hazardous Materials in material compliance with all applicable
Environmental Laws;

(b) immediately notify the Administrative Agent and
provide copies upon receipt of all written claims, complaints,
notices or inquiries relating to the condition of its
facilities and properties or compliance with Environmental
Laws; and

<PAGE>

(c) provide such information and certifications which
the Administrative Agent may reasonably request from time to
time to evidence compliance with this Section 7.1.6.

SECTION 7.1.7. Future Subsidiaries. Upon any Person becoming
-------------------
a Subsidiary of the Borrower, or upon the Borrower or any Subsidiary
acquiring additional capital stock of, or partnership, ownership or
similar equity interest in, any existing Subsidiary, or upon any New
Subsidiary commencing to conduct business, issuing any shares of stock
or holding any property (real or personal) or assets (tangible or
intangible) the Borrower shall notify the Administrative Agent of such
event, and, unless otherwise agreed to between the Borrower and the
Administrative Agent,

(a) such Person, if it is a Domestic Subsidiary, shall
become a party to the Subsidiary Guaranty pursuant to Section
5.12 thereof in a manner satisfactory to the Administrative
Agent;

(b) the Borrower (and, if any such Subsidiary, or any
Subsidiary of such Subsidiary, has any Subsidiaries and is a
Domestic Subsidiary, each such Subsidiary owning any
Subsidiary) shall, pursuant to the Borrower Pledge Agreement,
pledge to the Administrative Agent, for its benefit and that
of the Lenders, (i) all of the outstanding shares of such
capital stock of such Subsidiary owned or held by such Person
(65% of the outstanding shares of such capital stock if the
Subsidiary pledged is a Foreign Subsidiary), along with
undated stock powers for such certificates, executed in blank
(or, if any such shares of capital stock are uncertificated,
confirmation and evidence satisfactory to the Administrative
Agent that the security interest in such uncertified
securities has been perfected by the Administrative Agent, for
its benefit and that of the Lenders, in accordance with the
Uniform Commercial Code, or any similar law which may be
applicable), and (ii) any promissory notes evidencing
intercompany indebtedness;

(c) such Person, if it is a Domestic Subsidiary, shall
become a party to the Subsidiary Security Agreement pursuant
to Section 7.6 thereof in a manner satisfactory to the
Administrative Agent;

(d) such Person, if it is a Domestic Subsidiary, shall
have delivered to the Administrative Agent

<PAGE>

acknowledgment copies of properly filed Uniform Commercial
Code financing statements (Form UCC-1) or such other evidence
of filing as may be acceptable to the Administrative Agent,
naming such Person as the debtor and the Administrative Agent
as the secured party, or other similar instruments or
documents, filed under the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the security
interest of the Administrative Agent in the collateral of such
Person pursuant to the Subsidiary Security Agreement;

(e) such Person shall have delivered to the
Administrative Agent executed copies of proper Uniform
Commercial Code Form UCC-3 termination statements, if any,
necessary to release all Liens and other rights of any other
Person in any collateral described in the Subsidiary Security
Agreement, together with such other Uniform Commercial Code
Form UCC-3 termination statements as the Administrative Agent
may reasonably request from such Person;

(f) such Person shall have delivered to the
Administrative Agent certified copies of Uniform Commercial
Code Requests for Information or Copies (Form UCC-11), or a
similar search report certified by a party acceptable to the
Administrative Agent, dated a date satisfactory to the
Administrative Agent, listing all effective financing
statements which name such Person (under its present name and
any previous names) as the debtor and which are filed in the
jurisdictions in which filings were made pursuant to clause
(d) above, together with copies of such financing statements
(none of which (other than those described in clause (d), if
such Form UCC-11 or search report, as the case may be, is
current enough to list such financing statements described in
clause (d)) shall cover any collateral of such Person
described in the Subsidiary Security Agreement);

(g) such Person, if it is a Domestic Subsidiary, shall
have delivered to the Administrative Agent copies of each of
the Assigned Agreements of such Person referred to in the
Subsidiary Security Agreement, duly executed by each party
thereto other than the Borrower and such Person;

<PAGE>

(h) such Person, if it is a Domestic Subsidiary, shall
become a party to the Cash Field Warehousing Agreement
pursuant to Section 14 thereof; and

(i) the Administrative Agent shall have received a
certificate of the Secretary or Assistant Secretary of such
Person as to (x) resolutions of its Board of Directors then in
full force and effect authorizing the execution, delivery and
performance of each Loan Document executed or to be executed
by it, (y) the incumbency and signatures of those of its
officers authorized to act with respect to each Loan Document
executed by it and (z) each of its Organic Documents, upon
which certificate each Lender may conclusively rely until it
shall have received a further certificate of the Secretary of
such Person canceling or amending such prior certificate;

together, in each case, with such opinions of legal counsel, in form
and substance reasonably satisfactory to the Administrative Agent, as
the Administrative Agent may reasonably require, relating to the Loan
Documents specified above.

SECTION 7.1.8. Use of Proceeds. The Borrower shall apply the
---------------
proceeds of the Credit Extensions for the Borrower's ongoing working
capital and general corporate purposes and not to finance acquisitions
(except that a Letter of Credit may be issued to support payment
obligations of the Borrower or its Subsidiaries to the seller in
connection with the acquisition described in clause (b) of the
definition of "Proposed Acquisitions").
---------------------
Without limiting the foregoing, no proceeds of any Loan will
be used (i) in any manner which would cause a Default hereunder or
(ii) to acquire or carry any equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act of
1934 or any "margin stock", as defined in F.R.S. Board Regulation U.

SECTION 7.2. Negative Covenants. The Borrower agrees with
------------------
the Administrative Agent and each Lender that, until all Commitments
have terminated and all Obligations have been paid and performed in
full, the Borrower will perform the obligations set forth in this
Section 7.2.

SECTION 7.2.1. Business Activities. The Borrower will not,
-------------------
and will not permit any of its Subsidiaries to, engage in any business
activity, except the Check Cashing Business and such activities as may
be incidental or related thereto.

<PAGE>

SECTION 7.2.2. Indebtedness. The Borrower will not, and will
------------
not permit Holdings or any of its Subsidiaries to, create, incur,
assume or suffer to exist or otherwise become or be liable in respect
of any Indebtedness, other than, without duplication, the following:

(a) Indebtedness in respect of the Credit Extensions and
other Obligations;

(b) the Senior Notes;

(d) Indebtedness in an aggregate principal amount not to
exceed $1,000,000 at any time outstanding which is incurred by
the Borrower or any of its Subsidiaries to a vendor of any
assets permitted to be acquired pursuant to Section 7.2.7
(excluding assets acquired with Excess Capital Expenditures)
to finance its acquisition of such assets;

(e) unsecured Indebtedness incurred in the ordinary
course of business (including open accounts extended by
suppliers on normal trade terms in connection with purchases
of goods and services, but excluding Indebtedness incurred
through the borrowing of money or Contingent Liabilities);

(f) unsecured Indebtedness of (i) Holdings owing to any
of its Subsidiaries, (ii) any Subsidiary to Holdings and (iii)
any Subsidiary of Holdings owing to any other Subsidiary of
Holdings, in each case so long as such Indebtedness, if owed
to a Domestic Subsidiary, shall be evidenced by one or more
promissory notes (in the form of Exhibit A to the Holdings
Guaranty and Pledge Agreement or the Borrower Pledge
Agreement, as the case may be) and pledged to the
Administrative Agent pursuant to the Holdings Guaranty and
Pledge Agreement or the Borrower Pledge Agreement, as the case
may be;

(g) Indebtedness in respect of any Hedging Agreement;

(h) the Western Union Commission Advance;

<PAGE>

(i) an overdraft facility with CoreStates in connection
with the provision by CoreStates to the Borrower of bulk cash
services, in a principal amount not to exceed $2,500,000;

(j) a facility of National Money Mart Inc. with Bank of
Montreal for overdrafts and other potential exposures in
connection with the provision by Bank of Montreal to National
Money Mart Inc. of payroll, ACH and check cashing services, in
a principal amount not to exceed $3,500,000;

(k) Holdings and the Borrower may guaranty obligations
of their respective Subsidiaries arising under leases and
purchase agreements entered into in the ordinary course of
business or in connection with Permitted Acquisitions; and

(l) other unsecured Indebtedness of the Borrower and its
Subsidiaries not to exceed $2,500,000 in aggregate principal
amount at any time outstanding;

provided, however, that no Indebtedness otherwise permitted by clause
-------- -------
(d), (e), (f), (g), (h), (j), (k) or (l) shall be permitted if, after
giving effect to the incurrence thereof, any Default shall have
occurred and be continuing.

SECTION 7.2.3. Liens. The Borrower will not, and will not
-----
permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any of its property, revenues or assets, whether
now owned or hereafter acquired, except:

(a) Liens securing payment of the Obligations granted
pursuant to any Loan Document;

(b) Liens disclosed in Item 7.2.3(b) of the Disclosure
Schedule;

(c) Liens granted to secure payment of Indebtedness of
the type permitted by and described in clause (d) of
Section 7.2.2 and covering only those assets acquired with the
proceeds of such Indebtedness;

(d) Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter
payable without penalty or being diligently contested in good
faith by appropriate proceedings and

<PAGE>

for which adequate reserves in accordance with GAAP shall have
been set aside on its books;

(e) Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of
business for sums not overdue or being diligently contested in
good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on
its books;

(f) Liens incurred in the ordinary course of business in
connection with workmen's compensation, unemployment insurance
or other forms of governmental insurance or benefits, or to
secure performance of tenders, statutory obligations, leases
and contracts (other than for borrowed money) entered into in
the ordinary course of business or to secure obligations on
surety or appeal bonds;

(g) judgment Liens in existence less than 15 Business
Days after the entry thereof or with respect to which
execution has been stayed or the payment of which is covered
in full (subject to a customary deductible) by insurance
maintained with responsible insurance companies; and

(h) Liens on assets of Foreign Subsidiaries securing
Indebtedness not exceeding $3,500,000 in aggregate principal
amount outstanding at any time.

SECTION 7.2.4. Financial Condition.
-------------------
(a) Net Worth. The Borrower will cause Holdings not to
---------
permit its Net Worth as of the close of any Fiscal Quarter to
be less than the sum of (i) $33,000,000 plus (ii) 50% of Net
Income of Holdings and its Subsidiaries for the period
commencing on September 30, 1996 and ending on the last day of
such Fiscal Quarter (excluding any Fiscal Quarter during such
period in which a net loss occurred).

(b) Interest Coverage Ratio. The Borrower will cause
-----------------------
Holdings not to permit its Interest Coverage Ratio as of the
close of any Fiscal Quarter occurring during the applicable
period set forth below to be less than the ratio set forth
opposite such period:

<PAGE>

Period Ratio
------ -----
Restatement Date through 6/30/97 1:50:1.00
7/01/97 through 6/30/98 1.75:1.00
7/01/98 and thereafter 2.00:1.00.

(c) Leverage Ratio. The Borrower will cause Holdings
--------------
not to permit its Leverage Ratio as of the close of any Fiscal
Quarter occurring during the applicable period set forth below
to be greater than the ratio set forth opposite such period:

Period Ratio
------ -----
Restatement Date through 6/30/97 5.25:1.00
7/01/97 through 6/30/98 4.50:1.00
7/01/98 and thereafter 4.00:1.00.

SECTION 7.2.5. Investments. The Borrower will not, and
-----------
will not permit any of its Subsidiaries to, make, incur, assume or
suffer to exist any Investment in any other Person, except:

(a) Investments identified in Item 7.2.5(a) ("Ongoing
Investments") of the Disclosure Schedule;

(b) Cash Equivalent Investments;

(d) in the ordinary course of business, Investments by
the Borrower in any of its Subsidiaries, or by any such
Subsidiary in any of its Subsidiaries, by way of contributions
to capital or loans or advances pursuant to clause (f) of
Section 7.2.2 (provided, however, that Investments in Foreign
-------- -------
Subsidiaries may not exceed $2,500,000 at any time
outstanding);

provided, however, that
-------- -------
(e) no Investment otherwise permitted by clause (d) shall
be permitted to be made if, immediately before or after giving
effect thereto, any Default shall have occurred and be
continuing; and

(f) the aggregate amount of all Investments made in any
year in Monetary Management Corp. (or any successor thereto)
and its Subsidiaries may not exceed $300,000.

<PAGE>

SECTION 7.2.6. Restricted Payments, etc. At all times:
------------------------
(a) the Borrower will not declare, pay or make any
dividend or distribution (in cash, property or obligations) on
any shares of any class of capital stock (now or hereafter
outstanding) of the Borrower or on any warrants, options or
other rights with respect to any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower
(other than dividends or distributions payable in its common
stock or warrants to purchase its common stock or splitups or
reclassifications of its stock into additional or other shares
of its common stock) or apply, or permit any of its
Subsidiaries to apply, any of its funds, property or assets to
the purchase, redemption, sinking fund or other retirement of,
or agree or permit any of its Subsidiaries to purchase or
redeem, any shares of any class of capital stock (now or
hereafter outstanding) of the Borrower, or warrants, options
or other rights with respect to any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower;

(b) the Borrower will not make any redemptions,
prepayments, defeasances or repurchases of the Senior Notes;
and

provided, however, that notwithstanding any provision in the foregoing
-------- -------
to the contrary, upon approval of the board of directors of the
Borrower, the Borrower shall be permitted to repurchase the shares of
capital stock of the management of an Acquisition Prospect and
Holdings so long as the aggregate amount of all such repurchases shall
not exceed $500,000 from and after the date of the Original Credit
Agreement.

SECTION 7.2.7. Capital Expenditures, etc. The Borrower will
-------------------------
not, and will not permit any of its Subsidiaries to, make or commit to
make Capital Expenditures in any Fiscal Year in excess of (w)
$3,500,000 for the Fiscal Year ended June 30, 1997, (x) $5,000,000 for
the Fiscal Year ended June 30, 1998, (y) $3,250,000 for the Fiscal
Year ended June 30, 1999 and (z) $2,000,000 for each Fiscal Year
thereafter; provided, however, that, so long as no Default has
-------- -------
occurred and is continuing or would occur after giving effect thereto,
the Borrower and its Subsidiaries may use the proceeds of the Senior
Notes, the

<PAGE>

proceeds of common equity infusions and the proceeds of the Western
Union Commission Advance to make additional Capital Expenditures
("Excess Capital Expenditures"), but in no event may the aggregate
---------------------------
amount of Excess Capital Expenditures exceed the lesser of (i) (x)
$7,000,000 less (y) the Western Union Commission Shortfall and (ii)
(x) $17,000,000 less (y) the Western Union Commission Shortfall less
(z) the amount of the aggregate purchase price paid in connection with
all Permitted Acquisitions (other than the Proposed Acquisitions
except as set forth in Section 7.2.9(c)(viii)) (calculated in
accordance with clause (c)(viii) of Section 7.2.9).

SECTION 7.2.8. Take or Pay Contracts. The Borrower will not,
---------------------
and will not permit any of its Subsidiaries to, enter into or be a
party to any arrangement for the purchase of materials, supplies,
other property or services if such arrangement by its express terms
requires that payment be made by the Borrower or such Subsidiary
regardless of whether such materials, supplies, other property or
services are delivered or furnished to it.

SECTION 7.2.9. Consolidation, Merger, etc. The Borrower will
--------------------------
not, and will not permit any of its Subsidiaries to, liquidate or
dissolve, consolidate with, or merge into or with, any other Person,
or purchase or otherwise acquire all or substantially all of the
assets of any Person (or of any division thereof) except

(a) so long as no Default has occurred and is continuing
or would occur after giving effect thereto, any such
Subsidiary may liquidate or dissolve voluntarily into, or
merge with and into, the Borrower or any other Subsidiary, and
the assets or stock of any Subsidiary may be purchased or
otherwise acquired by the Borrower or any other Subsidiary;

(b) so long as no Default has occurred and is continuing
or would occur after giving effect thereto, any Acquisition
Prospect may liquidate or dissolve voluntarily into, or merge
with and into, the Borrower or any Subsidiary, and the assets
or stock of any Acquisition Prospect may be purchased or
otherwise acquired by the Borrower or any Subsidiary; and

(i) the Borrower shall have delivered to the
Administrative Agent a duly-completed certificate in the
form of Exhibit Q (each, an "Acquisition

<PAGE>

Certificate"), confirming that the financial conditions

referred to in clause (c)(iii) below with respect to such
acquisition will be satisfied, together with (x) a
statement of the chief financial Authorized Officer of
the Borrower detailing all amounts required to consummate
the prospective Permitted Acquisition and a business
description and summary of terms of the prospective
Permitted Acquisition, (y) evidence that the prospective
Permitted Acquisition is being made pursuant to a written
agreement approved by all necessary parties, including
the Borrower and the Acquisition Prospect, and (z) a
summary description of the business of the Acquisition
Prospect in substantially similar form to the reports
delivered in connection with acquisitions under the
Original Credit Agreement,

(ii) the Administrative Agent shall have received,
in each case in form and substance reasonably
satisfactory to the Administrative Agent, with copies for
each Lender,

(x) consolidated audited financial statements for
the related Acquisition Prospect for each of the last
three fiscal years of such Acquisition Prospect and

(y) pro forma consolidated balance sheets,
--- -----
statements of income and cash flows and projections
of the Borrower and its Subsidiaries, calculated as
of a date reasonably near to the related Acquisition
Date for the five-year period immediately succeeding
the prospective Permitted Acquisition giving effect
to the consummation of such Permitted Acquisition and
all transactions contemplated in connection
therewith,

(iii) the Borrower shall be in compliance with all
financial covenants in Section 7.2.4 (x) for the period
of four consecutive Fiscal Quarters ending on the last
day of the last day of the last completed Fiscal Quarter
immediately preceding the date of the prospective
Permitted Acquisition (or, with respect to any Proposed
Acquisition, June 30, 1996) and (y) as projected by the
Borrower for the period of four consecutive Fiscal
Quarters beginning on the first day of the Fiscal Quarter
in which the date of the

<PAGE>

prospective Permitted Acquisition occurs (or, with
respect to any Proposed Acquisition, June 30, 1996),
which calculations, in each of clauses (x) and (y), shall
include the Adjusted EBITDA of the related Acquisition
Prospect for such entire four Fiscal Quarter Period,

(iv) the acquisition of the related Acquisition
Prospect shall be consummated in accordance with all
requirements of applicable law and the Borrower and its
Subsidiaries shall have obtained all consents and
approvals necessary or desirable to such consummation and
the business operations of such Acquisition Prospect
after such acquisition, including governmental and
contractual approvals and consents of landlords, except
those consents the failure to obtain which, in the
reasonable business judgment of the Borrower, will not
result in a material adverse effect in the business,
operations, assets, revenues, properties or prospects of
the Borrower and its Subsidiaries,

(v) no Default shall exist at the time of
consummation thereof or would result therefrom,

(vi) the Person to be acquired (or its Board of
Directors or equivalent governing body) has not (i)
announced it will oppose such acquisition or (ii)
commenced any action which alleges that such acquisition
violates, or will violate, any applicable law,

(vii) such acquisition is not funded with the
proceeds of any Loans,

(viii) the total consideration for all such
acquisitions (other than the Proposed Acquisitions except
as set forth below) (including cash and noncash purchase
price, liabilities assumed, deferred or financed purchase
price, purchase price characterized as noncompetition
payments and the like), plus the amount of all Excess
Capital Expenditures, does not exceed in the aggregate
(i) during the term of this Agreement (x) $17,000,000
less (y) the Western Union Commission Shortfall and (ii)
during any period of four consecutive Fiscal Quarters,
(x) $15,000,000 less (y) the Western Union Commission
Shortfall (it

<PAGE>

being understood that any increase in purchase price for
any Proposed Acquisition to an amount in excess of the
amount set forth with respect to such Proposed
Acquisition in the Borrower's Confidential Offering
Memorandum dated November 12, 1996 with respect to the
Senior Notes shall be counted against the purchase price
limitations above and in Section 7.2.7), and

(ix) such acquisition is consummated on or prior to
June 30, 1999.

SECTION 7.2.10. Asset Dispositions, etc. The Borrower will
-----------------------
not, and will not permit any of its Subsidiaries to, sell, transfer,
lease, contribute or otherwise convey, or grant options, warrants or
other rights with respect to, all or any substantial part of its
assets (including accounts receivable and capital stock of
Subsidiaries) to any Person, unless

(a) such sale, transfer, lease, contribution or
conveyance is in the ordinary course of its business or is
permitted by Section 7.2.9; or

(b) such sale, transfer, lease, contribution or
conveyance is made for fair market value, as determined in
good faith by the board of directors of the Borrower or
Subsidiary disposing of such assets and the net book value of
such assets, together with the net book value of all other
assets sold, transferred, leased, contributed or conveyed
otherwise than in the ordinary course of business by the
Borrower or any of its Subsidiaries pursuant to this clause
since the Restatement Date does not exceed $3,000,000.

SECTION 7.2.11. Modification of Certain Agreements. The
----------------------------------
Borrower will not consent to any amendment, supplement or other
modification of any of the terms or provisions contained in, or
applicable to, (a) the Merger Agreement (including all exhibits
thereto), or (b) unless any such amendment is not adverse in any
respect to the Lenders or is not reasonably likely to have a material
adverse effect on the business, operations, assets, revenues,
properties or prospects of the Borrower and its Subsidiaries, the
Senior Notes, the Senior Notes Indenture or the Registration Rights
Agreement, unless, in each case, the same shall be consented to by the
Required Lenders.

SECTION 7.2.12. Transactions with Affiliates. The Borrower
----------------------------
will not, and will not permit any of its Subsidiaries

<PAGE>

to, enter into, or cause, suffer or permit to exist any arrangement or
contract with any of its other Affiliates unless such arrangement or
contract is fair and equitable to the Borrower or such Subsidiary and
is an arrangement or contract of the kind which would be entered into
by a prudent Person in the position of the Borrower or such Subsidiary
with a Person which is not one of its Affiliates.

SECTION 7.2.13. Negative Pledges, Restrictive Agreements,
-----------------------------------------
etc. The Borrower will not, and will not permit any of its
---
Subsidiaries to, enter into any agreement (excluding this Agreement,
any other Loan Document and any agreement governing any Indebtedness
permitted by clause (d) of Section 7.2.2 as to the assets financed
with the proceeds of such Indebtedness) prohibiting

(a) the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or hereafter
acquired, or the ability of the Borrower or any other Obligor
to amend or otherwise modify this Agreement or any other Loan
Document; or

(b) the ability of any Subsidiary to make any payments,
directly or indirectly, to the Borrower by way of dividends,
advances, repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and
accruals or other returns on investments, or any other
agreement or arrangement which restricts the ability of any
such Subsidiary to make any payment, directly or indirectly,
to the Borrower.

SECTION 7.2.14. Limitation on Issuance of Guaranty
----------------------------------
Obligations. The Borrower will not permit any Subsidiary to create,
-----------
incur, assume, suffer to exist, or otherwise become or remain directly
or indirectly liable with respect to any Contingent Liability of such
Subsidiary relating to any Indebtedness of the Borrower unless

(a) such Subsidiary, if it is not already a party to the
Subsidiary Guaranty, simultaneously executes and delivers to
the Administrative Agent a counterpart to the Subsidiary
Guaranty, together with such supporting documentation as the
Administrative Agent may reasonably request, notwithstanding
Section 7.1.7,

(b) if such Indebtedness is by its terms subordinated to
the Obligations of the Borrower, any such assumption, guaranty
or other liability of such

<PAGE>

Subsidiary with respect to such Indebtedness shall be
subordinated, in form and substance satisfactory to the
Administrative Agent, to such Subsidiary's Obligations under
the Subsidiary Guaranty to the same extent as such
Indebtedness is subordinated to the Obligations of the
Borrower (provided that such Subsidiary's Contingent Liability
--------
with respect to such Indebtedness of the Borrower shall be
subordinated to the full amount of such Subsidiary's
Obligations under the Subsidiary Guaranty without giving
effect to any reduction thereto necessary to render the
Obligations of such Subsidiary thereunder not voidable under
applicable law relating to fraudulent conveyance or fraudulent
transfer), and

(c) such Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any
right of reimbursement, indemnity or subrogation or any other
rights against the Borrower or any other Subsidiary as a
result of any payment by such Subsidiary under its Contingent
Liability with respect to such other Indebtedness of the
Borrower.

ARTICLE VIII.

EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default. Each of the
----------------------------
following events or occurrences described in this Section 8.1 shall
constitute an "Event of Default".
----------------
SECTION 8.1.1. Non-Payment of Obligations. The Borrower
--------------------------
shall default in the payment or prepayment when due of any principal
of or interest on any Loan, the Borrower shall default in the payment
when due of any Reimbursement Obligation under any Letter of Credit
(unless such Reimbursement Obligation is converted to Loans pursuant
to Section 2.8.2), or the Borrower shall default (and such default
shall continue unremedied for a period of five days) in the payment
when due of any fee or of any other Obligation.

SECTION 8.1.2. Breach of Warranty. Any representation or
------------------
warranty of the Borrower or any other Obligor made or deemed to be
made hereunder or in any other Loan Document executed by it or any
other writing or certificate furnished by or on behalf of the Borrower
or any other Obligor to the Administrative Agent or any Lender for the
purposes of or in connection with this Agreement or any such other
Loan Document (including any

<PAGE>

certificates delivered pursuant to Article V) is or shall be incorrect
when made in any material respect.

SECTION 8.1.3. Non-Performance of Certain Covenants and
----------------------------------------
Obligations. The Borrower shall default in the due performance and
-----------
observance of any of its obligations under clauses (b) or (f) or (g)
of Section 7.1.1 and Section 7.2 or under the Post-Closing Matters
Letter Agreement or Holdings shall default in the due performance and
observance of any of its obligations under Section 4.11 of the
Holdings Guaranty and Pledge Agreement.

SECTION 8.1.4. Non-Performance of Other Covenants and
--------------------------------------
Obligations. Any Obligor shall default in the due performance and
-----------
observance of any other agreement contained herein or in any other
Loan Document executed by it, and such default shall continue
unremedied for a period of 30 days after notice thereof shall have
been given to the Borrower by the Administrative Agent or any Lender.

SECTION 8.1.5. Default on Other Indebtedness. A default
-----------------------------
shall occur in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any Indebtedness
(other than Indebtedness described in Section 8.1.1) of the Borrower
or any of its Subsidiaries or any other Obligor having a principal
amount, individually or in the aggregate, in excess of $1,000,000, or
a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the
effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any
applicable period of time sufficient to permit the holder or holders
of such Indebtedness, or any trustee or agent for such holders, to
cause such Indebtedness to become due and payable prior to its
expressed maturity.

SECTION 8.1.6. Judgments. Any judgment or order for the
---------
payment of money not fully covered by insurance (evidence of which
shall have been provided to the Administrative Agent) which, together
with other such outstanding judgments or orders against the Borrower
or any of its Subsidiaries or any other Obligor, exceeds $250,000 in
the aggregate shall be rendered against the Borrower or any of its
Subsidiaries or any other Obligor and either

(a) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order; or

(b) there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment

<PAGE>

or order, by reason of a pending appeal or otherwise, shall
not be in effect.

SECTION 8.1.7. Pension Plans. Any of the following events
-------------
shall occur with respect to any Pension Plan

(a) the institution of any steps by the Borrower, any
member of its Controlled Group or any other Person to
terminate a Pension Plan if, as a result of such termination,
the Borrower could reasonably be expected to be required to
make a contribution to such Pension Plan, or could reasonably
expect to incur a liability or obligation to such Pension
Plan, in excess of $250,000; or

(b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA.

SECTION 8.1.8. Control of the Borrower. Any Change in
-----------------------
Control shall occur.

SECTION 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or
---------------------------
any of its Subsidiaries or any other Obligor shall

(a) become insolvent or generally fail to pay, or admit
in writing its inability or unwillingness to pay, debts as
they become due;

(b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other
custodian for the Borrower or any of its Subsidiaries or any
other Obligor or any property of any thereof, or make a
general assignment for the benefit of creditors;

(c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a
trustee, receiver, sequestrator or other custodian for the
Borrower or any of its Subsidiaries or any other Obligor or
for a substantial part of the property of any thereof, and
such trustee, receiver, sequestrator or other custodian shall
not be discharged within 60 days, provided that the Borrower,
--------
each Subsidiary and each other Obligor hereby expressly
authorizes the Administrative Agent and each Lender to appear
in any court conducting any relevant proceeding during such
60-day period to preserve, protect and defend their rights
under the Loan Documents;

<PAGE>

(d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect
of the Borrower or any of its Subsidiaries or any other
Obligor, and, if any such case or proceeding is not commenced
by the Borrower or such Subsidiary or such other Obligor, such
case or proceeding shall be consented to or acquiesced in by
the Borrower or such Subsidiary or such other Obligor or shall
result in the entry of an order for relief or shall remain for
60 days undismissed, provided that the Borrower, each
--------
Subsidiary and each other Obligor hereby expressly authorizes
the Administrative Agent and each Lender to appear in any
court conducting any such case or proceeding during such 60-
day period to preserve, protect and defend their rights under
the Loan Documents; or

(e) take any corporate action authorizing, or in
furtherance of, any of the foregoing.

SECTION 8.1.10. Impairment of Security, etc. Any Loan
---------------------------
Document, or any Lien granted thereunder, shall (except in accordance
with its terms), in whole or in part, terminate, cease to be effective
or cease to be the legally valid, binding and enforceable obligation
of any Obligor party thereto; the Borrower, any other Obligor or any
other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien
securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions
expressly permitted by such Loan Document.

SECTION 8.1.11. Rubin Litigation. The Borrower shall enter
----------------
into any agreement to compromise or settle any claims made by Adrian
Rubin and his Affiliates (including Happy's Check Cashing and Chase
Money Loan Inc.) in connection with that certain Asset Purchase
Agreement dated January 9, 1995 or any judgment or order for the
payment of money with respect thereto shall be entered against the
Borrower if such agreement to compromise or settle, judgment or order
shall be in an amount in excess of $500,000.

SECTION 8.1.12. Registration Rights Agreement. The Borrower
-----------------------------
and its Subsidiaries shall have paid an amount in excess of $350,000
in liquidated damages under Section 5 of the Registration Rights
Agreement.

<PAGE>

SECTION 8.2. Action if Bankruptcy. If any Event of Default
--------------------
described in clauses (a) through (d) of Section 8.1.9 shall occur with
respect to the Borrower or any Subsidiary or any other Obligor, the
Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become
immediately due and payable, without notice or demand.

SECTION 8.3. Action if Other Event of Default. If any Event
--------------------------------
of Default (other than any Event of Default described in clauses (a)
through (d) of Section 8.1.9 with respect to the Borrower or any
Subsidiary or any other Obligor) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent,
upon the direction of the Required Lenders, shall by notice to the
Borrower declare all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable and/or
the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or
presentment, and/or, as the case may be, the Commitments shall
terminate.

ARTICLE IX.

THE AGENTS

SECTION 9.1. Appointment and Authorization. (a) Each Lender
-----------------------------
hereby irrevocably (subject to Section 9.9) appoints, designates and
authorizes the Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document
and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental
thereto. Each Lender hereby appoints Lehman Commercial Paper, Inc. as
Documentation Agent for the Lenders. The Documentation Agent shall
have no rights or duties in such capacity. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in
any other Loan Document, the Administrative Agent shall not have any
duties or responsibilities except those expressly set forth herein,
nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or

<PAGE>

otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent"
in this Agreement and in the other Loan Documents with reference to
the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligation arising under agency doctrine of
any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.

(b) The Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents
associated therewith until such time and except for so long as the
Administrative Agent may agree at the request of the Required Lenders
to act for the Issuer with respect thereto; provided, however, that
-------- -------
the Issuer shall have all of the benefits and immunities (i) provided
to the Administrative Agent in this Article IX with respect to any
acts taken or omissions suffered by the Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and the
applications and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent", as
used in this Article IX, included the Issuer with respect to such acts
or omissions and (ii) as additionally provided in this Agreement with
respect to the Issuer.

SECTION 9.2. Delegation of Duties. The Administrative Agent
--------------------
may execute any of its duties under this Agreement or any other Loan
Document by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

SECTION 9.3. Liability of Administrative Agent. None of the
---------------------------------
Agent-Related Persons shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct), or
(ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by the Borrower or
any Subsidiary or Affiliate of the Borrower, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or

<PAGE>

the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any
failure of the Borrower or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender to ascertain or to
inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the
Borrower or any of the Borrower's Subsidiaries or Affiliates.

SECTION 9.4. Reliance by Administrative Agent. (a) The
--------------------------------
Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Borrower),
independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive
such advice or concurrence of the Required Lenders and, if it so
requests, confirmation from the Lenders of their obligation to
indemnify the Administrative Agent against any and all liability and
expense which may be incurred by it by reason of taking or continuing
to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the
Lenders.

(b) For purposes of determining compliance with the
conditions specified in Article V or in any comparable provision of
any amendment hereto, each Lender that has executed this Agreement or
such amendment shall be deemed to have consented to, approved or
accepted, or to be satisfied with, each document or other matter
either sent by the Administrative Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such
Lender.

SECTION 9.5. Notice of Default. The Administrative Agent
-----------------
shall not be deemed to have knowledge or notice of the occurrence of
any Event of Default or Default, except with

<PAGE>

respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written
notice from a Lender or the Borrower referring to this Agreement,
describing such Event of Default or Default and stating that such
notice is a "notice of default". The Administrative Agent will notify
the Lenders of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Event of Default or
Default as may be requested by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the
-------- -------
Administrative Agent has received any such request, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Event of Default or
Default as it shall deem advisable or in the best interest of the
Lenders.

SECTION 9.6. Credit Decision. Each Lender acknowledges that
---------------
none of the Agent-Related Persons has made any representation or
warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Borrower
and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender
represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all
applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender
also represents that it will, independently and without reliance upon
any Agent-Related Person and based on such documents and information
as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly herein required to be furnished
to the Lenders by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects,
operations, property, financial and other condition or

<PAGE>

creditworthiness of the Borrower or its Subsidiaries which may come
into the possession of any of the Agent-Related Persons.

SECTION 9.7. Indemnification. The Lenders shall indemnify
---------------
upon demand the Agent-Related Persons (to the extent not reimbursed by
or on behalf of the Borrower and without limiting the obligation of
the Borrower to do so), pro rata, from and against any and all
--- ----
Indemnified Liabilities; provided, however, that no Lender shall be
-------- -------
liable for the payment to the Agent-Related Persons of any portion of
such Indemnified Liabilities resulting solely from such Person's gross
negligence or willful misconduct. Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon
demand for its ratable share of any costs or out-of-pocket expenses
(including reasonable fees of attorneys for the Administrative Agent
and, without duplication, the allocable costs of internal legal
services and all disbursements of internal counsel) incurred by the
Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document or any document contemplated by or
referred to herein, to the extent that the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section 9.7 shall survive the expiration or
termination of the Commitments and payment of the Loans and other
liabilities of the Borrower hereunder and the resignation or
replacement of the Administrative Agent.

For the purposes of this Section 9.7, "Indemnified
-----------
Liabilities" shall mean: "any and all liabilities, obligations,
-----------
losses, damages, penalties, actions, judgments, suits, costs, charges,
expenses and disbursements (including reasonable fees of attorneys for
the Administrative Agent and, without duplication, the allocable costs
of internal legal services and all disbursements of internal counsel)
of any kind or nature whatsoever which may at any time (including at
any time following expiration or termination of the Commitments,
repayment of the Loans and the termination, resignation or replacement
of the Administrative Agent or replacement of any Lender) be imposed
on, incurred by or asserted against any such Person in any way
relating to or arising out of this Agreement or any document
contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person
under or in connection with any of the foregoing, including with
respect to any investigation, litigation or proceeding (including (a)
any case, action or proceeding before

<PAGE>

any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; undertaken
under U.S. Federal, state or foreign law, including the Bankruptcy
Code or appellate proceeding) related to or arising out of this
Agreement or the Loans or the use of the proceeds thereof, whether or
not any Agent-Related Person, any Lender or any of their respective
officers, directors, employees, counsel, agents or attorneys-in-fact
is a party thereto."

SECTION 9.8. Administrative Agent in Individual Capacity.
-------------------------------------------
BofA and its Affiliates may make loans to, issue letters of credit for
the account of, accept deposits from and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business
with the Borrower and its Subsidiaries and Affiliates as though BofA
were not the Administrative Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to
such activities, BofA or its Affiliates may receive information
regarding the Borrower or its Affiliates (including information that
may be subject to confidentiality obligations in favor of the Borrower
or such Subsidiary) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them.
With respect to their Loans, BofA and its Affiliates shall have the
same rights and powers under this Agreement as any other Lender and
may exercise the same as though BofA were not the Administrative
Agent, and the terms "Lender" and "Lenders" include BofA and its
Affiliates, to the extent applicable, in their individual capacities.

SECTION 9.9. Successor Administrative Agent. The
------------------------------
Administrative Agent may resign as Administrative Agent upon 30 days'
notice to the Lenders. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders. If no successor
administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a
successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent
hereunder, such successor administrative agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent and
the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's

<PAGE>

appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article IX
and Section 10.2 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any,
as the Required Lenders appoint a successor administrative agent as
provided for above.

SECTION 9.10. Withholding Tax.
---------------
(a) If any Lender is a "foreign corporation, partnership
or trust" within the meaning of the Code and such Lender
claims exemption from, or a reduction of, U.S. withholding tax
under Sections 1441 or 1442 of the Code, such Lender agrees
with and in favor of the Administrative Agent to deliver to
the Administrative Agent:

(i) if such Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax
treaty, properly completed IRS Forms 1001 and W-8 before
the payment of any interest in the first calendar year
and before the payment of any interest in each third
succeeding calendar year during which interest may be
paid under this Agreement;

(ii) if such Lender claims that interest paid under
this Agreement is exempt from United States withholding
tax because it is effectively connected with a United
States trade or business of such Lender, two properly
completed and executed copies of IRS Form 4224 before the
payment of any interest is due in the first taxable year
of such Lender and in each succeeding taxable year of
such Lender during which interest may be paid under this
Agreement, and IRS Form W-9; and

(iii) such other form or forms as may be
required under the Code or other laws of the
United States as a condition to exemption

<PAGE>

from, or reduction of, United States withholding tax.

Such Lender agrees to promptly notify the Administrative Agent
of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.

(b) If any Lender claims exemption from, or
reduction of, withholding tax under a United States tax
treaty by providing IRS Form 1001 and such Lender
sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the
Borrower to such Lender, such Lender agrees to notify
the Administrative Agent of the percentage amount in
which it is no longer the beneficial owner of
Obligations of the Borrower to such Lender. To the
extent of such percentage amount, the Administrative
Agent will treat such Lender's IRS Form 1001 as no
longer valid.

(c) If any Lender claiming exemption from United
States withholding tax by filing IRS Form 4224 with the
Administrative Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of
the Notes of the Borrower to such Lender, such Lender
agrees to undertake sole responsibility for complying
with the withholding tax requirements imposed by
Sections 1441 and 1442 of the Code.

(d) If any Lender is entitled to a reduction in
the applicable withholding tax, the Administrative
Agent may withhold from any interest payment to such
Lender an amount equivalent to the applicable
withholding tax after taking into account such
reduction. If the forms or other documentation
required by clause (a) of this Section 9.10 are not
delivered to the Administrative Agent, then the
Administrative Agent may withhold from any interest
payment to such Lender not providing such forms or
other documentation an amount equivalent to the
applicable withholding tax.

(e) If the Internal Revenue Service or any
other Governmental Authority of the United States or
other jurisdiction asserts a claim that

<PAGE>

the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed,
or because such Lender failed to notify the Administrative
Agent of a change in circumstances which rendered the
exemption from, or reduction of, withholding tax ineffective,
or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise,
including penalties and interest, and including any taxes
imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section 9.10, together with
all costs and expenses (including reasonable fees of attorneys
for the Administrative Agent and, without duplication, the
allocable costs of internal legal services and all
disbursements of internal counsel). The obligation of the
Lenders under this subsection shall survive the expiration or
termination of the Commitments and payment of the Loans and
other liabilities of the Borrower hereunder and the
resignation or replacement of the Administrative Agent.

SECTION 9.11. Collateral Matters. (a) The Administrative
------------------
Agent is authorized on behalf of all the Lenders, without the
necessity of any notice to or further consent from the Lenders, from
time to time to take any action with respect to any collateral or the
Loan Documents which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the collateral
granted pursuant to the Loan Documents.

(b) The Lenders irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Lien
granted to or held by the Administrative Agent upon any collateral:
(i) upon termination of the Commitments and payment in full of all
Loans and all other obligations known to the Administrative Agent and
payable under this Agreement or any other Loan Document; (ii)
constituting property sold or to be sold or disposed of as part of or
in connection with any disposition permitted hereunder; (iii)
constituting property in which the Borrower or any Subsidiary owned no
interest at the time the Lien was granted or at any time thereafter;
(iv) constituting property leased to the Borrower or any Subsidiary
under a lease which has expired or been terminated in a transaction
permitted under this Agreement or is about to expire

<PAGE>

and which has not been, and is not intended by the Borrower or such
Subsidiary to be, renewed or extended; (v) consisting of an instrument
evidencing Indebtedness or other debt instrument, if the indebtedness
thereby has been paid in full; or (vi) if approved, authorized or
ratified in writing by the Required Lenders or, if required by Section
10.1(c), all the Lenders. Upon request by the Administrative Agent at
any time, the Lenders will confirm in writing the Administrative
Agent's authority to release particular types or items of collateral
pursuant to this Section 9.11(b).

ARTICLE X.

MISCELLANEOUS PROVISIONS

SECTION 10.1. Waivers, Amendments, etc. The provisions of
------------------------
this Agreement and of each other Loan Document may from time to time
be amended, modified or waived, if such amendment, modification or
waiver is in writing and consented to by the Borrower and the Required
Lenders; provided, however, that no such amendment, modification or
-------- -------
waiver which would:

(a) modify any requirement hereunder that any particular
action be taken by all the Lenders or by the Required Lenders
shall be effective unless consented to by each Lender;

(b) modify this Section 10.1 or change the definition of
"Required Lenders" shall be effective unless consented to by
----------------
each Lender and the Borrower;

(c) reduce any fees described in Article III (other than
the fee described in Section 3.3.1(a)), release all or
substantially all collateral security or release Holdings from
the Holdings Guaranty and Pledge Agreement or any Subsidiary
from the Subsidiary Guaranty, except as otherwise specifically
provided in any Loan Document, shall be made without the
consent of each Lender and each holder of a Note;

(d) extend the Commitment Termination Date shall be made
without the consent of each Lender;

(e) extend the due date for, or reduce the amount of,
any mandatory reduction of any Commitment, any scheduled or
mandatory repayment or prepayment of principal of or interest
on any Loan or any payment or cash collateralization with
respect to any Letter of

<PAGE>

Credit, or reduce the principal amount of or rate of interest
on any Loan, shall be made without the consent of the holder
of the Note evidencing such Loan;

(f) increase any Commitment of any Lender without the
consent of such Lender;

(g) affect the rights of the Issuer or reduce the fee
described in Section 3.3.1(a) unless consented to by the
Issuer; or

(h) affect adversely the interests, rights or
obligations of the Administrative Agent qua the Administrative
---
Agent shall be made without consent of the Administrative
Agent.

No failure or delay on the part of the Administrative Agent, any
Lender or the holder of any Note in exercising any power or right
under this Agreement or any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the
Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the
Administrative Agent, any Lender or the holder of any Note under this
Agreement or any other Loan Document shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted
hereunder.

SECTION 10.2. Notices. All notices and other communications
-------
provided to any party hereto under this Agreement or any other Loan
Document shall be in writing or by facsimile and addressed, delivered
or transmitted to such party at its address or facsimile number set
forth below its signature hereto or set forth in the Lender Assignment
Agreement or at such other address or facsimile number as may be
designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted.

SECTION 10.3. Payment of Costs and Expenses. The Borrower
-----------------------------
agrees to pay on demand all expenses of the Administrative Agent, BAI
in its capacity as Issuer and BA Securities, Inc. in its capacity as
arranger (including the

<PAGE>

reasonable fees and out-of-pocket expenses of counsel, of local
counsel, if any, who may be retained by counsel to such Persons and,
without duplication, the allocable costs of internal legal services
and all disbursements of internal counsel) in connection with

(a) the negotiation, preparation, execution and delivery
of this Agreement and of each other Loan Document, including
schedules and exhibits, and any amendments, waivers, consents,
supplements or other modifications to this Agreement or any
other Loan Document as may from time to time hereafter be
required, whether or not the transactions contemplated hereby
are consummated,

(b) the filing, recording, refiling or rerecording of
the Pledge Agreements and the Security Agreements and/or any
Uniform Commercial Code financing statements relating thereto
and all amendments, supplements and modifications to any
thereof and any and all other documents or instruments of
further assurance required to be filed or recorded or refiled
or rerecorded by the terms hereof or of the Pledge Agreements
or the Security Agreements, and

(c) the preparation and review of the form of any
document or instrument relevant to this Agreement or any other
Loan Document.

The Borrower further agrees to pay, and to save the Administrative
Agent and the Lenders harmless from all liability for, any stamp or
other taxes which may be payable in connection with the execution or
delivery of this Agreement, the borrowings hereunder, the issuance of
the Notes, the issuance of the Letters of Credit or any other Loan
Document. The Borrower also agrees to reimburse the Administrative
Agent and each Lender upon demand for all reasonable out-of-pocket
expenses (including attorneys' fees and legal expenses) incurred by
the Administrative Agent or such Lender in connection with (x) the
negotiation of any restructuring or "work-out", whether or not
consummated, of any Obligations and (y) the enforcement of any
Obligations.

SECTION 10.4. Indemnification. In consideration of the
---------------
execution and delivery of this Agreement by each Lender and the
extension of the Commitments, the Borrower hereby indemnifies,
exonerates and holds the Administrative Agent, the Issuer and each
Lender and each of their respective officers, directors, employees and
agents (collectively, the "Indemnified Parties")
-------------------

<PAGE>

free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and
disbursements (including, without duplication, the allocable costs of
internal legal services and all disbursements of internal counsel)
(collectively, the "Indemnified Liabilities"), incurred by the
-----------------------
Indemnified Parties or any of them as a result of, or arising out of,
or relating to

(a) any transaction financed or to be financed in whole
or in part, directly or indirectly, with the proceeds of any
Loan;

(b) the entering into and performance of this Agreement
and any other Loan Document by any of the Indemnified Parties
(including any action brought by or on behalf of the Borrower
as the result of any determination by the Required Lenders
pursuant to Article V not to make any Credit Extension);

(c) any investigation, litigation or proceeding related
to any acquisition or proposed acquisition by the Borrower or
any of its Subsidiaries of all or any portion of the stock or
assets of any Person, whether or not the Administrative Agent
or such Lender is party thereto;

(d) any investigation, litigation or proceeding related
to any environmental cleanup, audit, compliance or other
matter relating to the protection of the environment or the
Release by the Borrower or any of its Subsidiaries of any
Hazardous Material;

(e) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or
releases from, any real property owned or operated by the
Borrower or any Subsidiary thereof of any Hazardous Material
(including any losses, liabilities, damages, injuries, costs,
expenses or claims asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control
of, the Borrower or such Subsidiary; or

(f) any investigation, litigation or proceeding related
to any violation or alleged violation by the Borrower or any
Subsidiary or Holdings of any Consumer Credit Law,

<PAGE>

except for any such Indemnified Liabilities arising for the account of
a particular Indemnified Party by reason of the relevant Indemnified
Party's gross negligence or wilful misconduct. If and to the extent
that the foregoing undertaking may be unenforceable for any reason,
the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which
is permissible under applicable law.

SECTION 10.5. Survival. The obligations of the Borrower
--------
under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations
of the Lenders under Section 9.1, shall in each case survive any
termination of this Agreement, the payment in full of all Obligations
and the termination of all Commitments. The representations and
warranties made by each Obligor in this Agreement and in each other
Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.

SECTION 10.6. Severability. Any provision of this Agreement
------------
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or
such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

SECTION 10.7. Headings. The various headings of this
--------
Agreement and of each other Loan Document are inserted for convenience
only and shall not affect the meaning or interpretation of this
Agreement or such other Loan Document or any provisions hereof or
thereof.

SECTION 10.8. Execution in Counterparts, Effectiveness, etc.
---------------------------------------------
This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
This Agreement shall become effective when counterparts hereof
executed on behalf of the Borrower and each Lender (or notice thereof
satisfactory to the Administrative Agent) shall have been received by
the Administrative Agent and notice thereof shall have been given by
the Administrative Agent to the Borrower and each Lender.

SECTION 10.9. Governing Law; Entire Agreement. THIS
-------------------------------
AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL

<PAGE>

LAWS OF THE STATE OF NEW YORK. This Agreement, the Notes and the
other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede
any prior agreements, written or oral, with respect thereto.

SECTION 10.10. Successors and Assigns. This Agreement shall
----------------------
be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that:
-------- -------
(a) the Borrower may not assign or transfer its rights
or obligations hereunder without the prior written consent of
the Administrative Agent and all Lenders; and

(b) the rights of sale, assignment and transfer of the
Lenders are subject to Section 10.11.

SECTION 10.11. Sale and Transfer of Loans and Notes;
-------------------------------------
Participations in Loans and Notes. Each Lender may assign, or sell
---------------------------------
participations in, its Loans and Commitments to one or more other
Persons in accordance with this Section 10.11.

SECTION 10.11.1. Assignments. Any Lender,
-----------
(a) with notice to (but without the consent of) the
Borrower and with the written consent of the Administrative
Agent and the Issuer (which consents shall not be unreasonably
delayed or withheld) may at any time assign and delegate to
one or more commercial banks or other financial institutions
(provided, that no such consent of the Administrative Agent or
--------
the Issuer shall be required if (x) prior to such assignment,
the assigning Lender had a greater Percentage than BAI and (y)
such assignment is to an Eligible Assignee), and

(b) with notice to the Borrower and the Administrative
Agent, but without the consent of the Borrower or the
Administrative Agent, may assign and delegate to any of its
Affiliates or to any other Lender

(each Person described in either of the foregoing clauses as being the
Person to whom such assignment and delegation is to be made, being
hereinafter referred to as an "Assignee Lender"), all or any fraction
---------------
of such Lender's total Loans and Commitments in a minimum aggregate
amount of $5,000,000; provided, however, that any such Assignee Lender
-------- -------
will comply, if applicable, with the provisions contained in the last
sentence of Section 4.6 and

<PAGE>

further provided, however, that (x) no assignment and delegation shall
------- -------- -------
be made (i) to a Person engaged in the Check Cashing Business without
the prior consent of the Borrower (which consent shall not be
unreasonably withheld) it being understood that a Person engaged in
the business of making consumer loans is not, solely by virtue of such
business, engaged in the Check Cashing Business or (ii) if, as a
result of such assignment and delegation, the Borrower would be
obligated to pay any greater amount under Section 4.6 to the Assignee
Lender than the Borrower is then obligated to pay to the assigning
Lender under such Section, (y) no Lender may make any assignment or
delegation of its Loans and Commitment that does not assign an equal
pro rata interest in each and (z) each assignment and delegation must
--- ----
be of a constant, and not a varying, percentage of all Loans and
Commitments to be assigned and delegated and further, provided,
------- --------
however, that the Borrower, each other Obligor, the Administrative
-------
Agent and the Issuer shall be entitled to continue to deal solely and
directly with such Lender in connection with the interests so assigned
and delegated to an Assignee Lender until

(c) written notice of such assignment and delegation,
together with payment instructions, addresses and related
information with respect to such Assignee Lender, shall have
been given to the Borrower and the Administrative Agent by
such Lender and such Assignee Lender,

(d) such Assignee Lender shall have executed and
delivered to the Borrower and the Administrative Agent a
Lender Assignment Agreement, accepted by the Administrative
Agent and the Issuer, and

(e) the processing fee described below shall have been
paid.

From and after the date that the Administrative Agent accepts such
Lender Assignment Agreement, (x) the Assignee Lender thereunder shall
be deemed automatically to have become a party hereto and to the
extent that rights and obligations hereunder have been assigned and
delegated to such Assignee Lender in connection with such Lender
Assignment Agreement, shall have the rights and obligations of a
Lender hereunder and under the other Loan Documents, and (y) the
assignor Lender, to the extent that rights and obligations hereunder
have been assigned and delegated by it in connection with such Lender
Assignment Agreement, shall be released from its obligations hereunder
and under the other Loan Documents. Within five Business Days after
its receipt of

<PAGE>

notice that the Administrative Agent has received an executed Lender
Assignment Agreement, the Borrower shall execute and deliver to the
Administrative Agent (for delivery to the relevant Assignee Lender)
new Notes evidencing such Assignee Lender's assigned Loans and
Commitments and, if the assignor Lender has retained Loans and
Commitments hereunder, replacement Notes in the principal amount of
the Loans and Commitments retained by the assignor Lender hereunder
(such Notes to be in exchange for, but not in payment of, those Notes
then held by such assignor Lender). Each such Note shall be dated the
date of the predecessor Notes. The assignor Lender shall mark the
predecessor Notes "exchanged" and deliver them to the Borrower.
Accrued interest on that part of the predecessor Notes evidenced by
the new Notes, and accrued fees, shall be paid as provided in the
Lender Assignment Agreement. Accrued interest on that part of the
predecessor Notes evidenced by the replacement Notes shall be paid to
the assignor Lender. Accrued interest and accrued fees shall be paid
at the same time or times provided in the predecessor Notes and in
this Agreement. Such assignor Lender or such Assignee Lender must
also pay a processing fee to the Administrative Agent upon delivery of
any Lender Assignment Agreement in the amount of $3,000. Any
attempted assignment and delegation not made in accordance with this
Section 10.11.1 shall be null and void.

SECTION 10.11.2. Participations. Any Lender may at any time
--------------
sell to one or more commercial banks or other Persons (each of such
commercial banks and other Persons being herein called a
"Participant") participating interests in any of the Loans,
-----------
Commitments, or other interests of such Lender hereunder; provided,
--------
however, that
-------
(a) no participation contemplated in this
Section 10.11.2 shall relieve such Lender from its Commitments
or its other obligations hereunder or under any other Loan
Document,

(b) such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations,

(c) the Borrower and each other Obligor, the Issuer and
the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and each of the
other Loan Documents,

<PAGE>

(d) no Participant, unless such Participant is an
Affiliate of such Lender, or is itself a Lender, shall be
entitled to require such Lender to take or refrain from taking
any action hereunder or under any other Loan Document, except
that such Lender may agree with any Participant that such
Lender will not, without such Participant's consent, take any
actions of the type described in clause (c), (d) or (e) of
Section 10.1,

(e) the Borrower shall not be required to pay any amount
under Section 4.6 that is greater than the amount which it
would have been required to pay had no participating interest
been sold, and

(f) in the event that a Participant is engaged in the
Check Cashing Business, the Borrower shall consent in writing
to such participation (which consent shall not be unreasonably
withheld), it being understood that a Person engaged in the
business of making consumer loans is not, solely by virtue of
such business, engaged in the Check Cashing Business.

The Borrower acknowledges and agrees that each Participant, for
purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4,
shall be considered a Lender.

SECTION 10.12. Other Transactions. Nothing contained herein
------------------
shall preclude the Administrative Agent or any other Lender from
engaging in any transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Borrower or any of its
Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.

SECTION 10.13. Forum Selection and Consent to Jurisdiction.
-------------------------------------------
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE
BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF
THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
--------
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
-------
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
OF

<PAGE>

THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 10.14. Waiver of Jury Trial. THE ADMINISTRATIVE
--------------------
AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE
BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT
AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.

DOLLAR FINANCIAL GROUP, INC.

By: /s/ Jeffrey Weiss
---------------------------
Title: President

Address: 1436 Lancaster Avenue
Berwyn, Pennsylvania 19312
Facsimile No.: (610) 296-7844
Attention: President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent

By: /s/ L. Dustin Vincent, III
--------------------------------
Title: Managing Director

Address: 231 South LaSalle Street
Chicago, Illinois 60697
Facsimile No.: (312) 974-9102
Attention: Agency Management
Services #59696

BANK OF AMERICA ILLINOIS, as Issuer

By: /s/ L. Dustin Vincent, III
-------------------------------
Title: Managing Director

Address: 231 South LaSalle Street
Chicago, Illinois 60697
Facsimile No.: (312) 987-6828
Attention: Jess Aranas

<PAGE>

BANK OF AMERICA ILLINOIS, as a Lender

By: /s/ L. Dustin Vincent, II
---------------------------------
Title: Managing Director
-------------------------------
Domestic and
Eurodollar Offices:

231 South LaSalle Street
Chicago, Illinois 60697
Facsimile No.: (312) 828-3864
Attention: Leveraged Finance -
Chicago

LEHMAN COMMERCIAL PAPER, INC., as Documentation
Agent and as a Lender

By: /s/ Dennis J. Dee
-------------------------------
Title: Authorized Signitory
----------------------------
Domestic and
Eurodollar Offices:

Three World Financial Center
10th Floor
New York, New York 10285
Facsimile No.: (212) 528-0819
Attention: Michelle Swanson

THE FIRST NATIONAL BANK OF MARYLAND

By: /s/ Peyton J. Wise
-------------------------------
Title: Sr. Vice President
-----------------------------
Domestic and
Eurodollar Offices:

96 South George Street
York, Pennsylvania 17405
Facsimile No.: (717) 771-4917

<PAGE>

Schedule 1.1
------------
LENDERS AND COMMITMENTS

Lender Commitment Percentage
------ ---------- ----------
Bank of America Illinois $10,000,000 40%
Lehman Commercial Paper, Inc. $ 7,500,000 30%
The First National Bank of Maryland $ 7,500,000 30%

TOTAL $25,000,000 100%
<PAGE>

SCHEDULE I

DISCLOSURE SCHEDULE

[to be provided by the Borrower]
<PAGE>

EXHIBIT B
---------

BORROWING BASE CERTIFICATE

Bank of America National Trust
and Savings Association,
as Administrative Agent
231 South LaSalle Street
Chicago, Illinois 60697

Gentlemen and Ladies:

This Borrowing Base Certificate is delivered to you pursuant to
the Second Amended and Restated Credit Agreement, dated as of November
__, 1996 (together with all amendments, if any, from time to time made
thereto, the "Credit Agreement"), among Dollar Financial Group, Inc.,
----------------
a New York corporation formerly known as Monetary Management
Corporation (the "Borrower"), the various financial institutions as
--------
are, or may from time to time become, parties thereto (collectively,
the "Lenders"), Lehman Commercial Paper, Inc., as documentation agent
-------
for the Lenders, and Bank of America National Trust and Savings
Association, as administrative agent (the "Administrative Agent") for
--------------------
the Lenders. Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in, and section
references are to, the Credit Agreement.

For purposes of this Borrowing Base Certificate, the "Borrowing
Base Calculation Date" is __________, 199_.

1. The amount of cash of the Borrower and its Subsidiaries
held in store safes subject to the Cash Field Warehousing
Agreement as of the close of business on the day immediately
preceding the Borrowing Base Calculation Date is: $___________.

2. 90% of the amount designated in item 1 is:
------
$__________.

3. The amount of all balances (net of ACH transfers out of
such accounts) of the Borrower and its Subsidiaries held, on the
Borrowing Base Calculation Date, in bank accounts subject to
Blocked Account Letters (provided, that no Blocked Account
--------
Letters shall be required for the first 90 days following the
Restatement Date with respect to bank accounts maintained at
Wells Fargo, Society Bank or Banc Once Arizona) at the Borrowing
Base Calculation Date is: $__________.

<PAGE>

4. The amount of all checks of the Borrower and its
Subsidiaries held at the close of business on the day immediately
preceding the Borrowing Base Calculation Date in store safes
subject to the Cash Field Warehousing Agreement to be deposited
in the Cash Concentration Account via ACH is: $_____________.

5. 90% of the amount designated in item 4 above is:
------
$__________.

6. The amount of all ACH transfers initiated the Business
Day immediately preceding the Borrowing Base Calculation Date and
transfers of same day funds initiated on the Borrowing Base
Calculation Date from the Cash Concentration Account to be
credited to bank accounts subject to Blocked Account Letters
(provided, that no Blocked Account Letters shall be required for
the first 90 days following the Restatement Date with respect to
bank accounts maintained at Wells Fargo, Society Bank or Banc One
Arizona) is: $__________.

7. 90% of the amount designated in item 6 above is: $_____
------
____.

8. The amount of the cash and checks at the Borrowing Base
Calculation Date of the Borrower and its Subsidiaries held at
those armored car carriers that have executed letters in form and
substance satisfactory to the Administrative Agent acknowledging
that they hold such cash and checks as bailee for the Borrower or
the applicable Subsidiary (provided, that no such letters shall
be required for the first 90 days following the Restatement Date)
is $__________.

9. The face amount of all Eligible Government Receivables
of the Borrower or any of its Subsidiaries at the Borrowing Base
Calculation Date is: $___________.

10. 85% of the amount designated in item 9 above is:
------
$____________.

11. The amount of all cash balances at the Borrowing Base
Calculation Date of the Borrower or any of its Subsidiaries held
in bank accounts and/or investment accounts pledged to the
Administrative Agent pursuant to pledge agreements in form and
substance satisfactory to it is: $___________.

<PAGE>

12. As of the Borrowing Base Calculation Date, the
Borrowing Base (the sum of the amounts designated in items 2, 3,
------- -
5, 7, 8, 10 and 11) is: $__________.
- - - -- --
13. The information contained in this Borrowing Base
Certificate (including the information upon which the foregoing
calculations are based) is true and complete in all material
respects.

14. Except as disclosed in this Borrowing Base Certificate,
there has been no material adverse change in the items listed on
this certificate.

15. As of the Borrowing Base Calculation Date, the sum of
aggregate outstanding principal amount of all Loans plus the
aggregate principal amount of all Letter of Credit Outstandings
plus any Loan or Letter of Credit being requested in conjunction
with the delivery of this Borrowing Base Certificate will not
exceed the lesser of (x) the Commitment Amount and (y) the
Borrowing Base.

Borrower has caused this Borrowing Base Certificate to be
executed and delivered, and the warranties contained herein to be
made, by its Authorized Officer this ___ day of _________, ____.

DOLLAR FINANCIAL GROUP, INC.

By: __________________________
Name Printed: ________________
Title: _______________________

NYFS06...:\47\41847\0008\1710\EXHD166R.000
<PAGE>

REAFFIRMATION

Dated as of November __, 1996

To: Bank of America National Trust and Savings Association, as
Administrative Agent, and the other financial institutions party
to the Second Amended and Restated Agreement referred to below

Please refer to: (a) the Credit Agreement dated as of
June 30, 1994, as amended prior to the date hereof, among Dollar
Financial Group, Inc., a New York corporation formerly known as
Monetary Management Corporation (the "Borrower"), various financial
institutions (the "Lenders") and Bank of America National Trust and
Savings Association ("BofA"), as agent (in such capacity, the
"Agent"); (b) the Subsidiary Guaranty (as amended prior to the date
hereof, "Subsidiary Guaranty I") dated as of June 30, 1994 and
reaffirmed on August 8, 1996 from each of the entities listed on
Schedule I hereto (the "Subsidiaries") (other than Albuquerque
Investments, Inc., Check Mart of New Mexico, Inc., Check Mart of Utah,
Inc. and Check Mart of Washington, Inc.) in favor of the Agent; (c)
the Security Agreement (Subsidiaries) (the "Subsidiary Security
Agreement") dated as of June 30, 1994 and reaffirmed on August 8, 1996
executed by each Subsidiary in favor of the Agent; (d) the Subsidiary
Guaranty dated as of September 29, 1994 and reaffirmed on August 8,
1996 executed by Albuquerque Investments, Inc., Check Mart of New
Mexico, Inc., Check Mart of Utah, Inc. and Check Mart of Washington,
Inc. in favor of the Agent ("Subsidiary Guaranty II" and, together
with Subsidiary Guaranty I, the "Subsidiary Guaranties"); (e) the
Holdings Guaranty and Pledge Agreement dated as of June 30, 1994 (as
amended prior to the date hereof, the "Holdings Guaranty and Pledge
Agreement") and reaffirmed on August 8, 1996 executed by DFG Holdings,
Inc., a Delaware corporation formerly known as Monetary Management
Holdings, Inc. ("Holdings"), in favor of the Agent; (f) the Amended
and Restated Credit Agreement dated as of August 8, 1996 (the
"Restated Agreement") among the Borrower, the Lenders (including
various new Lenders), BHF-Bank Aktiengesellschaft, as co-agent, Lehman
Brothers Commercial Paper, Inc., as documentation agent, and BofA as
administrative agent (in such capacity, the "Administrative Agent");
(g) the Amended and Restated Cash Field Warehousing Agreement dated as
of August 8, 1996 (the "Restated Cash Field Warehousing Agreement")
executed by each of the entities signing this Reaffirmation in favor
of the Administrative Agent; (h) the Amended and Restated Funds
Transfer and Indemnity Agreement dated as of August 8, 1996 (the
"Restated Funds Transfer Agreement") executed by CoreStates Bank,
N.A., the Administrative Agent and the Borrower; and (i) the Second
Amended and Restated Credit Agreement dated as of November __, 1996
(the "Second Restated Agreement") among the Borrower,

<PAGE>

the Lenders [(including various new Lenders)] and BofA as
Administrative Agent.

Each of the undersigned hereby confirms to the Administrative
Agent and the Lenders that, after giving effect to the Second Restated
Agreement and the transactions contemplated thereby, each of the
Subsidiary Guaranties, the Subsidiary Security Agreement, the Holdings
Guaranty and Pledge Agreement, the Restated Cash Field Warehousing
Agreement and the Restated Funds Transfer Agreement (the "Documents")
continues in full force and effect and is the legal, valid and binding
obligation of each of the undersigned that is a party thereto,
enforceable against each of the undersigned in accordance with its
terms. Each of the undersigned further understands and agrees that
each reference in the Documents to the "Agent" shall be deemed to be a
reference to the Administrative Agent, each reference in the Documents
to the "Credit Agreement" shall be deemed a reference to the Second
Restated Agreement and each reference therein to "Notes" or "Loan
Documents" shall include references to the Notes and Loan Documents
under and as defined in the Second Restated Agreement.

<PAGE>

This Reaffirmation may be signed in counterparts and by the
various parties hereto on separate counterparts. This Reaffirmation
shall be governed by the internal laws of the State of New York.

DFG HOLDINGS, INC.

By:_______________________________
Title:____________________________

MONETARY MANAGEMENT OF CALIFORNIA,
INC.
MONETARY MANAGEMENT OF NEW YORK,
INC.
MONETARY MANAGEMENT CORPORATION OF
PENNSYLVANIA, INC.
FINANCIAL EXCHANGE COMPANY OF
MICHIGAN, INC.
FINANCIAL EXCHANGE COMPANY OF OHIO,
INC.
FINANCIAL EXCHANGE COMPANY OF
PENNSYLVANIA, INC.
FINANCIAL EXCHANGE COMPANY OF
PITTSBURGH, INC.
FINANCIAL EXCHANGE COMPANY OF
VIRGINIA, INC.
ALBUQUERQUE INVESTMENTS, INC.
CHECK MART OF NEW MEXICO, INC.
CHECK MART OF UTAH, INC.
CHECK MART OF WASHINGTON, INC.
CHECK MART OF WISCONSIN, INC.
MONETARY MANAGEMENT CORP.
PACIFIC RING ENTERPRISES
L.M.S. DEVELOPMENT CORP.

By:_______________________________
Title:____________________________

MONETARY WAREHOUSING CO., INC.

By:_______________________________
Title:____________________________

<PAGE>

Schedule I

Subsidiaries

Monetary Management of California, Inc.
Monetary Management of New York, Inc.
Monetary Management Corporation of Pennsylvania, Inc.
Financial Exchange Company of Michigan, Inc.
Financial Exchange Company of Ohio, Inc.
Financial Exchange Company of Pennsylvania, Inc.
Financial Exchange Company of Pittsburgh, Inc.
Financial Exchange Company of Virginia, Inc.
Albuquerque Investments, Inc.
Check Mart of New Mexico, Inc.
Check Mart of Utah, Inc.
Check Mart of Washington, Inc.
Check Mart of Wisconsin, Inc.
Monetary Management Corp.
Pacific Ring Enterprises
L.M.S. Development Corp.

NYFS06...:\47\41847\0008\1710\RAFD166P.340
<PAGE>

EXHIBIT Q

ACQUISITION CERTIFICATE

Date: _________________

To: Bank of America National Trust and Savings Association, as
Administrative Agent, and the Lenders party to the Credit
Agreement referred to below.

Please refer to the Second Amended and Restated Credit Agreement
dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") among Dollar
Financial Group, Inc., a New York corporation (the "Borrower"), the
various financial institutions as are, or may from time to time
become, parties thereto (collectively, the "Lenders"), Lehman
Commercial Paper, Inc., as documentation agent for the Lenders, and
Bank of America National Trust and Savings Association, as
administrative agent (the "Administrative Agent") for the Lenders.
Terms used but not otherwise defined herein are used herein as defined
in the Credit Agreement.

The Borrower has advised you that [it] [Name of Subsidiary] plans
to acquire [describe acquisition] (the "Acquisition") and such
Acquisition complies with Section 7.2.9(c) of the Credit Agreement.
The Borrower hereby certifies to you that the Acquisition is a
Permitted Acquisition and that :

(a) attached hereto as Exhibit 1 is (i) a statement of the
chief financial Authorized Officer of the Borrower detailing all
amounts required to consummate the Acquisition and a business
description and summary of terms of the Acquisition,
(ii) evidence that the Acquisition is being made pursuant to a
written agreement approved by all necessary parties, including
the Borrower and the related Acquisition Prospect and (iii) a
summary description of the business of such Acquisition Prospect
in substantially similar form to the reports delivered in
connection with acquisitions under the Original Credit Agreement,

(b) attached hereto as Exhibit 2 is:

<PAGE>

(i) consolidated audited financial statements for
the related Acquisition Prospect for each of the last
three fiscal years of such Acquisition Prospect and

(ii) pro forma consolidated balance sheets,
--- -----
statements of income and cash flows and projections of
the Borrower and its Subsidiaries, calculated as of a
date reasonably near to the related Acquisition Date
for the five-year period immediately succeeding the
Acquisition giving effect to the consummation of the
Acquisition and all transactions contemplated in
connection therewith,

(c) the Borrower is in compliance with all financial
covenants in Section 7.2.4 (x) for the period of four consecutive
-------------
Fiscal Quarters ending on the last day of the last day of the
last completed Fiscal Quarter immediately preceding the date of
the Acquisition and (y) as projected by the Borrower for the
period of four consecutive Fiscal Quarters beginning on the first
day of the Fiscal Quarter in which the date of the Acquisition
occurs, which calculations, in each of clauses (x) and (y),
----------- ---
include the Adjusted EBITDA of the related Acquisition Prospect
for such entire four Fiscal Quarter Period,

(d) the Acquisition shall be consummated in accordance with
all requirements of applicable law and the Borrower and its
Subsidiaries have obtained all consents and approvals necessary
or desirable to such consummation and the business operations of
the Acquisition Prospect after such acquisition, including
governmental and contractual approvals and consents of landlords,
except those consents the failure to obtain which, in the
reasonable business judgment of the Borrower, will not result in
a material adverse effect in the business, operations, assets,
revenues, properties or prospects of the Borrower and its
Subsidiaries,

(e) no Default exists or will result from the consummation
of the Acquisition,

(f) the Person to be acquired (or its Board of Directors or
equivalent governing body) has not (i) announced it will oppose
such acquisition or (ii) commenced any action which alleges that
such acquisition violates, or will violate, any applicable law,

<PAGE>

(g) the acquisition is not funded with the proceeds of any
Loans,

(h) the total consideration for all acquisitions (including
cash and noncash purchase price, liabilities assumed, deferred or
financed purchase price, purchase price characterized as
noncompetition payments and the like), plus the amount of all
Excess Capital Expenditures, does not exceed in the aggregate (i)
during the term of the Credit Agreement, (x) $17,000,000 less (y)
the Western Union Commission Shortfall and (ii) during the period
of four Fiscal Quarters including the current Fiscal Quarter, (x)
$15,000,000 less (y) the Western Union Commission Shortfall, and

(i) the Acquisition will be consummated on or prior to June
30, 1999.

IN WITNESS WHEREOF, the Borrower has caused this Certificate to
be executed and delivered by an Authorized Officer as of the date
first written above.

DOLLAR FINANCIAL GROUP, INC.

By:
--------------------------
Title:
-----------------------

NYFS06...:\47\41847\0008\1710\EXHD166L.440

EXHIBIT 21.1

SUBSIDIARIES OF DOLLAR FINANCIAL GROUP, INC.

SUBSIDIARY STATE OF INCORPORATION D/B/A
---------- ---------------------- -----
<S> <C> <C>
1. Financial Exchange Company of Pennsylvania Qwi Cash
Pennsylvania, Inc.

2. Financial Exchange Company of Ohio, Inc. Ohio ABC Check Cashing
Qwi Cash

3. Financial Exchange Company of Michigan, Inc. Michigan Qwi Cash

4. Monetary Management of California, Inc. California Anykind Check
Cashing
Qwi Cash
Check Mart
Cash-N-Dash
C&C Check Cashing

5. Monetary Management of New York, Inc. New York

6. Financial Exchange Company of Pittsburgh, Inc. Delaware Qwi Cash

7. Financial Exchange Company of Virginia, Inc. Delaware Almost A Banc

8. Monetary Management Corporation of Delaware PRC
Pennsylvania, Inc.

9. Check Mart of Washington, Inc. Washington Check Mart

10. Check Mart of Utah, Inc. Utah Check Mart

11. Check Mart of New Mexico, Inc. New Mexico Check Mart

12. Monetary Management Corp. Pennsylvania Check Mart

13. DFG Warehousing Co., Inc. Delaware

14. QTV Holdings, Inc. Pennsylvania

15. LMS Development Corporation Arizona Chex Cashed

16. Pacific Ring Enterprises, Inc. California Chex Cashed

17. Check Mart of Wisconsin, Inc. Wisconsin Chex Cashed

18. Check Mart of Pennsylvania, Inc. Pennsylvania Anykind Check
Cashing

SUBSIDIARY STATE OF INCORPORATION D/B/A
---------- ---------------------- -----
<S> <C>
19. Check Mart of New Jersey, Inc. New Jersey

20. Check Mart of Texas, Inc. Texas Service Centers
Anykind Check
Cashing

21. Check Mart of Louisiana, Inc. Louisiana Anykind Check
Cashing

22. Monetary Management of Maryland, Inc. Maryland Anykind Check
Cashing

23. Check Mart of Washington D.C., Inc. D.C. Anykind Check
Cashing

24. Dollar Financial Insurance Corp. Pennsylvania

25. Dollar Insurance Administration Corp. Delaware

26. Any Kind Check Cashing Centers, Inc. Arizona

27. Albuquerque Investments, Inc. New Mexico

28. Dollar Financial Canada Ltd. Canada

29. U.S. Check Exchange Limited Partnership Arizona

30. Manor Investments Co., Inc. California C&C Check Cashing

31. National Money Mart Alberta Money Mart

32. Capital Money Mart Alberta

33. 537993 Alberta Ltd. Alberta

34. Moneysoft Systems Inc. Saskatchewan

35. Ottawa Money Mart #2 Partnership Ontario

36. Tri-S Investment Inc. Alberta

</TABLE>

EXHIBIT 23.1
<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Summary Historical
and Pro Forma Financial and Operating Data," "Selected Historical and Financial
Data," and "Experts" and to the use of our reports described below included in
Amendment No. 1 to the Registration Statement (Form S-4 No. 333-18221) and the
related Prospectus of Dollar Financial Group, Inc. dated January 28, 1997.

o Our report dated August 8, 1996 (except for the second paragraph of
Note 14, as to which the date is August 28, 1996) with respect to
the consolidated balance sheets of Dollar Financial Group, Inc. and
subsidiaries as of June 30, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity and cash
flows for each of the two years in the period ended June 30, 1996
and for the six months ended June 30, 1994 and for the year ended
December 31, 1993.

o Our report dated August 30, 1996 with respect to the combined
statements of income and of cash flows of L.M.S. Development
Corporation, Pacific Ring Enterprises, Inc. and NCCI Corporation,
collectively doing business as Chex$Cashed for the year ended
December 31, 1994.

o Our report dated November 8, 1996 with respect to the balance sheets
of Cash-N-Dash Check Cashing, Inc. as of December 31, 1995 and 1994,
and the related statements of income, shareholders' equity, and cash
flows for each of the two years in the period ended December 31,
1995.

/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
January 27, 1997

EXHIBIT 23.2
<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement of our report,
dated February 23, 1996, relating to the consolidated financial statements of
Any Kind Check Cashing Centers, Inc. and consolidated partnership, and to the
reference to our Firm under the caption "Experts" in the Prospectus.

/s/ McGLADREY & PULLEN, LLP
McGLADERY & PULLEN, LLP

Anaheim, California
January 28, 1997

EXHIBIT 23.3
<PAGE>

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated March 6, 1996, with respect to the consolidated
financial statements of National Money Mart Inc. included in Amendment No. 1 to
the Registration Statement (Form S-4 No. 333-18221) and the related Prospectus
of Dollar Financial Group, Inc. dated January 28, 1997.

/s/ Ernst & Young
Victoria, Canada
January 28, 1997

EXHIBIT 25.1
<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------

FORM T-1

----------

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

----------

/ / CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

FLEET NATIONAL BANK
---------------------------------------------------------
(Exact name of trustee as specified in its charter)

<TABLE>
<S> <C>
Not applicable 04-317415
- ------------------------------- -----------------------------
(State of incorporation (I.R.S. Employer
if not a national bank) Identification No.)

One Monarch Place, Springfield, MA 01102
- ---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>

Pat Beaudry, 777 Main Street, Hartford, CT 06115 (860) 728-2065
--------------------------------------------------------------
(Name, address and telephone number of agent for service)

Dollar Financial Group, Inc.
Albuquerque Investments, Inc.
Any Kind Check Cashing Centers, Inc.
Check Mart of Louisiana, Inc.
Check Mart of New Jersey, Inc.
Check Mart of New Mexico, Inc.
Check Mart of Pennsylvania, Inc.
Check Mart of Texas, Inc.
Check Mart of Utah, Inc.
Check Mart of Washington, Inc.
Check Mart of Washington, D.C., Inc.
Check Mart of Wisconsin, Inc.
DFG Warehousing Co., Inc.
Dollar Financial Insurance Corp.
Dollar Insurance Administration Corp.
Financial Exchange Company of Michigan, Inc.
Financial Exchange Company of Ohio, Inc.
Financial Exchange Company of Pennyslvania, Inc.
Financial Exchange Company of Pittsburgh, Inc.
Financial Exchange Company of Virginia, Inc.
L.M.S. Development Corporation
Monetary Management Corp.
Monetary Management Corporation of Pennsylvania, Inc.
Monetary Management of California, Inc.
Monetary Management of Maryland, Inc.
Monetary Management of New York, Inc.
Pacific Ring Enterprises, Inc.
U.S. Check Exchange Limited Partnership
----------------------------------------------------------------
(Exact name of obligor as specified in its charter)

New York 13-2997911
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1436 Lancaster Avenue, Suite 210, Berwyn, PA 19312
- ---------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>

10 7/8% Series A Senior Notes due 2006
------------------------------------------------------------------
(Title of the indenture securities)

<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject,

The Comptroller of the Currency,
Washington, D.C.

Federal Reserve Bank of Boston
Boston, Massachusetts

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise
corporate trust powers:

The trustee is so authorized.

Item 2. Affiliations with obligor and underwriter. If the obligor or
any underwriter for the obligor is an affiliate of the trustee,
describe each such affiliation.

None with respect to the trustee.

Item 16. List of exhibits.

List below all exhibits filed as a part of this statement of
eligibility and qualification.

(1) A copy of the Articles of Association of the trustee as
now in effect.

(2) A copy of the Certificate of Authority of the trustee
to do business.

(3) A copy of the Certification of Fiduciary Powers of the
trustee.

(4) A copy of the By-Laws of the trustee as now in effect.

(5) Consent of the trustee required by Section 321(b)
of the Act.

(6) A copy of the latest Consolidated Reports of Condition and
Income of the trustee published pursuant to law or the
requirements of its supervising or examining authority.

NOTES

In as much as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base answers to Item 2, the answers to said Items are
based upon imcomplete information. Said Items may, however, be considered
correct unless amended by an amendment to this Form T-1.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Fleet National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this statement of
of eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Hartford, and State of
Connecticut, on the 8th day of January 1997.

FLEET NATIONAL BANK,
AS TRUSTEE

By: /s/ Kathy A. Larimore
-------------------------
Its: Assistant Vice President

<PAGE>

EXHIBIT 1

ARTICLES OF ASSOCIATION
OF
FLEET NATIONAL BANK

FIRST. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "Fleet National Bank."

SECOND. The main office of the Association shall be in Springfield, Hampden
County Commonwealth of Massachusetts. The general business of the Association
shall be conducted at its main office and its branches.

THIRD. The board of directors of this Association shall consist of not less than
five (5) nor more than twenty-five (25) shareholders, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors.

FOURTH. The annual meeting of the shareholders for the election of directors and
the transaction of whatever other business may be brought before said meeting
shall be held at the main office or such other place as the board of directors
may designate, on the day of each year specified therefore in the bylaws, but if
no election is held on that day, it may be held on any subsequent day according
to the provisions of law; and all elections shall be held according to such
lawful regulations as may be prescribed by the board of directors.

FIFTH. The authorized amount of capital stock of this Association shall be eight
million five hundred thousand (8,500,000) shares of which three million five
hundred thousand (3,500,000) shares shall be common stock with a par value of
six and 25/100 dollars ($6.25) each, and of which five million (5,000,000)
shares without par value shall be preferred stock. The capital stock may be
increased or decreased from time to time, in accordance with the provisions of
the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the board
of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.

<PAGE>

The board of directors of the Association is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for the
issuance from time to time in one or more series of any number of the preferred
shares, and to establish the number of shares be included in each series, and to
fix the designation, relative rights, preferences, qualifications and
limitations of the shares of each such series. The authority of the board of
directors with respect to each series shall include, but not be limited to,
determination of the following:

a. The number of shares constituting that series and the distinctive
designation of that series;

b. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and whether they shall be
payable in preference to, or in another relation to, the dividends payable
to any other class or classes or series of stock;

c. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;

d. Whether that series shall have conversion or exchange privileges, and, if
so, the terms and conditions of such conversion or exchange, including
provision for the adjustment of the conversion or exchange rate in such
events as the board of directors shall determine;

e. Whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the manner of
selecting shares for redemption if less than all shares are to be redeemed,
the date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

f. Whether that series shall be entitled to the benefit of a sinking fund to
be applied to the purchase or redemption of shares of that series, and, if
so, the terms and amounts of such sinking fund;

g. The right of the shares of that series to the benefit of conditions and
restrictions upon the creation of indebtedness of the Association or any
subsidiary, upon the issue of any additional stock (including additional
shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase,
redemption or other acquisition by the Association or any subsidiary of any
outstanding stock of the Association;

h. The right of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Association and
whether such rights shall be in preference to, or in another relation to,
the comparable rights of any other class or classes or series of stock; and

i. Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.

Shares of any series of preferred stock which have been redeemed (whether
through the operation of a sinking fund or otherwise) or which, if convertible
or exchangeable, have been converted into or exchanged for shares of stock of
any other class or classes shall have the status of authorized and unissued
shares of preferred stock of the same series and may be reissued as a part of
the series of which they were originally a part or may be reclassified and
reissued as part of a new series of preferred stock to be created by resolution
or resolutions of the board of directors or as part of any other series or

<PAGE>

preferred stock, all subject to the conditions and the restrictions adopted by
the board of directors providing for the issue of any series of preferred stock
and by the provisions of any applicable law.

Subject to the provisions of any applicable law, or except as otherwise provided
by the resolution or resolutions providing for the issue of any series of
preferred stock, the holders of outstanding shares of common stock shall
exclusively possess voting power for the election of directors and for all
purposes, each holder of record of shares of common stock being entitled to one
vote for each share of common stock standing in his name on the books of the
Association.

Except as otherwise provided by the resolution or resolutions providing for the
issue of any series of preferred stock, after payment shall have been made to
the holders of preferred stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any other series of preferred stock, the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to receive such dividends as from time to time may be declared by the
board of directors.

Except as otherwise provided by the resolution or resolutions for the issue of
any series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Association, whether voluntary or involuntary, after payment
shall have been made to the holders of preferred stock of the full amount to
which they shall be entitled pursuant to the resolution or resolutions providing
for the issue of any series of preferred stock the holders of common stock shall
be entitled, to the exclusion of the holders of preferred stock of any and all
series, to share, ratable according to the number of shares of common stock held
by them, in all remaining assets of the Association available for distribution
to its shareholders.

The number of authorized shares of any class may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of the
Association entitled to vote.

<PAGE>
SIXTH. The board of directors shall appoint one of its members president of this
Association, who shall be chairman of the board, unless the board appoints
another director to be the chairman. The board of directors shall have the power
to appoint one or more vice presidents; and to appoint a secretary and such
other officers and employees as may be required to transact the business of this
Association.

The board of directors shall have the power to define the duties of the officers
and employees of the Association; to fix the salaries to be paid to them; to
dismiss them; to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of
directors to do and perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of the City of Hartford,
Connecticut, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

NINTH. The board of directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.

TENTH. (a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer or employee of the Association or is or was serving at the
request of the Association as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust, or other enterprise, including service with respect to an employee
benefit plan, shall be indemnified and held harmless by the Association to the
fullest extent authorized by the law of the state in which the Association's
ultimate parent company is incorporated, except as provided in subsection (b).
The aforesaid indemnity shall protect the indemnified person against all
expense, liability and loss (including attorney's fees, judgements, fines ERISA
excise taxes or penalties, and amounts paid in settlement) reasonably incurred
by such person in connection with such a proceeding. Such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors, and administrators,
but shall only cover such person's period of service with the Association. The
Association may, by action of its Board of Directors, grant rights to
indemnification to agents of the Association and to any director, officer,
employee or agent of any of its subsidiaries with the same scope and effect as
the foregoing indemnification of directors and officers.

(b) Restrictions on Indemnification. Notwithstanding the foregoing, (i) no
person shall be indemnified hereunder by the Association against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by a federal bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties against that person,
requiring affirmative action by that person in the form of payments to the
Association, or removing or prohibiting that person from service with the
Association, and any advancement of expenses to that person in that proceeding
must be repaid; and (ii) no person shall be indemnified hereunder by the
Association and no advancement of expenses shall be made to any person hereunder
to the extent such indemnification or advancement of expenses would violate or
conflict with any applicable federal statute now or hereafter in force or any
applicable final regulation or interpretation now or hereafter adopted by the
Office of the Comptroller of the Currency ("OCC") or the Federal Deposit
Insurance Corporation ("FDIC"). The Association shall comply with any
requirements imposed on it by any such statue or regulation in connection with
any indemnification or advancement of expenses hereunder by the Association.
With respect to proceedings to enforce a claimant's rights to indemnification,
the Association shall indemnify any such claimant in connection with such a
proceeding only as provided in subsection (d) hereof.

(c) Advancement of Expenses. The conditional right to indemnification conferred
in this section shall be a contract right and shall include the right to be paid
by the Association the reasonable expenses (including attorney's fees) incurred
in defending a proceeding in advance of its final disposition (an "advancement
of expenses"); provided, however, that an advancement of expenses shall be made
only upon (i) delivery to the Association of a binding written undertaking by or
on behalf of the person receiving the advancement to repay all amounts so
advanced if it is ultimately determined that such person is not entitled to be
indemnified in such proceeding, including if such proceeding results in a final
order assessing civil money penalties against that person, requiring affirmative
action by that person in the form of payments to the Association, or removing or
prohibiting that person from service with the Association, and (ii) compliance
with any other actions or determinations required by applicable law, regulation
or OCC or FDIC interpretation to be taken or made by the Board of Directors of
the Association

<PAGE>
or other persons prior to an advancement of expenses. The Association shall
cease advancing expenses at any time its Board of Directors believes that any of
the prerequisites for advancement of expenses are no longer being met.

(d) Right of Claimant to Bring Suit. If a claim under subsection (a) of the
section is not paid in full by the Association within thirty (30) days after
written claim has been received by the Association, the claimant may at any time
thereafter bring suit against the Association to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Association to recover an advancement of expenses pursuant to the
terms of an undertaking, the claimant shall be entitled to be paid also the
expense of prosecuting or defending such claim. It shall be a defense to any
such action brought by the claimant to enforce a right to indemnification
hereunder (other than an action brought to enforce a claim for an advancement of
expenses where the required undertaking, if any, has been tendered to the
Association) that the claimant has not met any applicable standard for
indemnification under the law of the state in which the Association's ultimate
parent company is incorporated. In any suit brought by the Association to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Association shall be entitled to recover such expenses upon a final adjudication
that the claimant has not met any applicable standard for indemnification
standard for indemnification under the law of the state in which the
Association's ultimate parent company is incorporated.

(e) Non-Exclusivity of Rights. The rights to indemnification and the advancement
of expenses conferred in this section shall not be exclusive of any other right
which any person may have or hereafter acquired under any statute, agreement,
vote of stockholders or disinterested directors or otherwise.

(f) Insurance. The Association may purchase, maintain, and make payment or
reimbursement for reasonable premiums on, insurance to protect itself and any
director, officer, employee or agent of the Association or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Association would have the power to
indemnify such person against such expense, liability or loss under the law of
the state in which the Association's ultimate parent company is incorporated;
provided however, that such insurance shall explicitly exclude insurance
coverage for a final order of a federal bank regulatory agency assessing civil
money penalties against an Association director, officer, employee or agent.

ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The notice of any shareholders' meeting at which an
amendment to the articles of association of this Association is to be considered
shall be given as hereinabove set forth.

I hereby certify that the articles of association of this Association, in their
entirety, are listed above in items first through eleventh.

Secretary/Assistant Secretary
- --------------------------------------------------

Dated at , as of .
--------------------------------------- --------------------

Revision of February 15, 1996

<PAGE>

EXHIBIT 2

[LOGO]

- --------------------------------------------------------------------------------
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
- --------------------------------------------------------------------------------

Washington, D.C. 20219

CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify
that:

(1) The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and supervision
of all National Banking Associations.

(2) "Fleet National Bank of Connecticut", Hartford, Connecticut,
(Charter No. 1338), is a National Banking Association formed under the
laws of the United States and is authorized thereunder to transact the
business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department, in the City of
Washington and District of Columbia, this
4th day of April, 1996.

/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency

<PAGE>
EXHIBIT 2

[LOGO]

Washington, D.C. 20219

Certification of Fiduciary Powers

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify the records
in this Office evidence "Fleet National Bank of Connecticut", Hartford,
Connecticut, (Charter No. 1338), was granted, under the hand and seal of the
Comptroller, the right to act in all fiduciary capacities authorized under the
provisions of The Act of Congress approved September 28, 1962, 76 Stat. 668, 12
U.S.C. 92a. I further certify the authority so granted remains in full force and
effect.

IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
Office of the Comptroller of the Currency
to be affixed to these presents at the
Treasury Department, in the City of
Washington and District of Columbia, this
4th day of April, 1996.

/s/ EUGENE A. LUDWIG
----------------------------------
Comptroller of the Currency

<PAGE>

EXHIBIT 4

AMENDED AND RESTATED BY-LAWS OF

FLEET NATIONAL BANK

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The regular annual meeting of the shareholders for
the election of Directors and the transaction of any other business that may
properly come before the meeting shall be held at the Main Office of the
Association, or such other place as the Board of Directors may designate, on the
fourth Thursday of April in each year at 1:15 o'clock in the afternoon unless
some other hour of such day is fixed by the Board of Directors.

If, from any cause, an election of Directors is not made on such day, the Board
of Directors shall order the election to be held on some subsequent day, of
which special notice shall be given in accordance with the provisions of law,
and of these bylaws.

Section 2. Special Meetings. Special meetings of the shareholders may be called
at any time by the Board of Directors, the President, or any shareholders
owning not less than twenty-five percent (25%) of the stock of the Association.

Section 3. Notice of Meetings of Shareholders. Except as otherwise provided by
law, notice of the time and place of annual or special meetings of the
shareholders shall be mailed, postage prepaid, at least ten (10) days before the
date of the meeting to each shareholder of record entitled to vote thereat at
his address as shown upon the books of the Association; but any failure to mail
such notice to any shareholder or any irregularity therein, shall not affect the
validity of such meeting or of any of the proceedings thereat.

Notice of a special meeting shall also state the purpose of the meeting.

Section 4. Quorum; Adjourned Meetings. Unless otherwise provided by law, a
quorum for the transaction of business at every meeting of the shareholders
shall consist of not less than two-fifths (2/5) of the outstanding capital stock
represented in person or by proxy; less than such quorum may adjourn the meeting
to a future time. No notice need be given of an adjourned annual or special
meeting of the shareholders if the adjournment be to a definite place and time.

Section 5. Votes and Proxies. At every meeting of the shareholders, each share
of the capital stock shall be entitled to one vote except as otherwise provided
by law. A majority of the votes cast shall decide every question or matter
submitted to the shareholder at any meeting, unless otherwise provided by law or
by the Articles of Association or these By-laws. Shareholders may vote by
proxies duly authorized in writing and filed with the Cashier, but no officer,
clerk, teller or bookeeper of the Association may act as a proxy.

<PAGE>

Section 6. Nominations to Board of Directors. At any meeting of shareholders
held for the election of Directors, nominations for election to the Board of
Directors may be made, subject to the provisions of this section, by any
shareholder of record of any outstanding class of stock of the Association
entitled to vote for the election of Directors. No person other than those whose
names are stated as proposed nominees in the proxy statement accompanying the
notice of the meeting may be nominated as such meeting unless a shareholder
shall have given to the President of the Association and to the Comptroller of
the Currency, Washington, DC written notice of intention to nominate such other
person mailed by certified mail or delivered not less than fourteen (14) days
nor more than fifty (50) days prior to the meeting of shareholders at which such
nomination is to be made; provided, however, that if less than twenty-one (21)
days' notice of such meeting is given to shareholders, such notice of intention
to nominate shall be mailed by certified mail or delivered to said President and
said Comptroller on or before the seventh day following the day on which the
notice of such meeting was mailed. Such notice of intention to nominate shall
contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Association that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Association owned by the notifying
shareholder. In the event such notice is given, the proposed nominee may be
nominated either by the shareholder giving such notice or by any other
shareholder present at the meeting at which such nomination is to be made. Such
notice may contain the names of more than one proposed nominee, and if more than
one is named, any one or more of those named may be nominated.

Section 7. Action Taken Without a Shareholder Meeting. Any action requiring
shareholder approval or consent may be taken without a meeting and without
notice of such meeting by written consent of the shareholders.

ARTICLE II

DIRECTORS

Section 1. Number. The Board of Directors shall consist of such number of
shareholders, not less than five (5) nor more than twenty-five (25), as from
time to time shall be determined by a majority of the votes to which all of its
shareholders are at the time entitled, or by the Board of Directors as
hereinafter provided.

Section 2. Mandatory Retirement for Directors. No person shall be elected a
director who has attained the age of 68 and no person shall continue to serve as
a director after the date of the first meeting of the stockholders of the
Association held on or after the date on which such person attains the age of
68; provided, however, that any director serving on the Board as of December 15,
1995 who has attanined the age of 65 on or prior to such date shall be permitted
to continue to serve as a director until the date of the first meeting of the
stockholders of the Association held on or after the date on which such person
attains the age of 70.

-2-

<PAGE>

Section 3. General Powers. The Board of Directors shall exercise all the
coporate powers of the Association, except as expressly limited by law, and
shall have the control, management, direction and dispositon of all its property
and affairs.

Section 4. Annual Meeting. Immediately following a meeting of shareholders held
for the election of Directors, the Cashier shall notify the directors-elect who
may be present of their election and they shall then hold a meeting at the Main
Office of the Association, or such other place as the Board of Directors may
designate, for the purpose of taking their oaths, organizing the new Board,
electing officers and transacting any other business that may come before such
meeting.

Section 5. Regular Meeting. Regular meetings of the Board of Directors shall be
held without notice at the Main Office of the Association, or such other place
as the Board of Directors may designate, at such dates and times as the Board
shall determine. If the day designated for a regular meeting falls on a legal
holiday, the meeting shall be held on the next business day.

Section 6. Special Meetings. A special meeting of the Board of Directors may be
called at anytime upon the written request of the Chairman of the Board, the
President, or of two Directors, stating the purpose of the meeting. Notice of
the time and place shall be given not later than the day before the date of the
meeting, by mailing a notice to each Director at his last known address, by
delivering such notice to him personally, or by telephoning.

Section 7. Quorum; Votes. A majority of the Board of Directors at the time
holding office shall constitute a quorum for the transaction of all business,
except when otherwise provided by law, but less than a quorum may adjourn a
meeting from time to time, and the meeting may be held, as adjourned, without
further notice. If a quorum is present when a vote is taken, the affirmative
vote of a majority of Directors present is the act of the Board of Directors.

Section 8. Action by Directors Without a Meeting. Any action requiring Director
approval or consent may be taken without a meeting and without notice of such
meeting by written consent of all the Directors.

Section 9. Telephonic Participation in Directors' Meetings. A Director or member
of a Committee of the Board of Directors may participate in a meeting of the
Board or of such Committee may participate in a meeting of the Board or of such
Committee by means of a conference telephone or similar communications equipment
enabling all Directors participating in the meeting to hear one another, and
participation in such a meeting shall constitute presence in person at such a
meeting.

Section 10. Vacancies. Vacancies in the Board of Directors may be filled by
the remaining members of the Board at any regular or special meeting of the
Board.

Section 11. Interim Appointments. The Board of Directors shall, if the
shareholders at any meeting for the election of Directors have determined a
number of Directors less than twenty-five (25), have the power, by affirmative
vote of the majority of all the Directors, to increase such number of Directors
to not more than twenty-five (25) and to elect Directors to fill the resulting
vacancies and to serve until the next annual meeting of shareholders or the next
election of Directors; provided, however, that the number of Directors shall not
be so increased by more than two (2) if the number last determined by
shareholders was fifteen (15) or less, or increased by more than four (4) if the
number last determined by shareholders was sixteen (16) or more.

Section 12. Fees. The Board of Directors shall fix the amount and direct the
payment of fees which shall be paid to each Director for attendance at any
meeting of the Board of Directors or of any Committees of the Board.

ARTICLE III

COMMITTEES OF THE BOARD

Section 1. Executive Committee. The Board of Directors shall appoint from its
members an Executive Committee which shall consist of such number of persons as
the Board of Directors shall determine; the Chairman of the Board and the
President shall be members ex-officio of the Executive Committee with full
voting power. The Chairman of the Board or the President may from time to time
appoint from the Board of Directors as temporary additional members of the
Executive Committee, with full voting powers, not more than two members to serve
for such periods as the Chairman of the Board or the President may determine.
The Board of Directors shall designate a member of the Executive Committee to
serve as Chairman thereof. A meeting of the Executive Committee may be called at
any time upon the written request of the Chairman of the Board, the President or
the Chairman of the Executive Committee, stating the purpose of the meeting. Not
less than twenty four hours' notice of said meeting shall be given to each
member of the Committee personally, by telephoning, or by mail. The Chairman of
the Executive Committee or, in his absence, a member of the Committee chosen by
a majority of the members present shall preside at meetings of the Executive
Committee.

-3-

<PAGE>
The Executive Committee shall possess and may exercise all the powers of the
Board when the Board is not in session except such as the Board, only, by law,
is authorized to exercise; it shall keep minutes of its acts and proceedings and
cause same to be presented and reported at every regular meeting and at any
special meeting of the Board including specifically, all its actions relating to
loans and discounts.

All acts done and powers and authority conferred by the Executive Committee,
from time to time, within the scope of its authority, shall be deemed to be, and
may be certified as being, the acts of and under the authority of the Board.

Section 2. Risk Management Committee. The Board shall appoint from its members a
Risk Management Committee which shall consist of such number as the Board shall
determine. The Board shall designate a member of the Risk Management Committee
to serve as Chairman thereof. It shall be the duty of the Risk Management
Committee to (a) serve as the channel of communication with management and the
Board of Directors of Fleet Financial Group, Inc. to assure that formal
processes supported by management information systems are in place for the
identification, evaluation and management of significant risks inherent in or
associated with lending activities, the loan portfolio, asset-liablity
management, the investment portfolio, trust and investment advisory activities,
the sale of nondeposit investment products and new products and services and
such additional activities or functions as the Board may determine from time to
time; (b) assure the formulation and adoption of policies approved by the Risk
Management Committee or Board governing lending activities, management of the
loan portfolio, the maintenance of an adequate allowance for loan and lease
losses, asset-liability management, the investment portfolio, the retail sale of
non-deposit investment products, new products and services and such additional
activities or functions as the Board may determine from time to time (c) assure
that a comprehensive independent loan review program is in place for the early
detection of problem loans and review significant reports of the loan review
department, management's responses to those reports and the risk attributed to
unresolved issues; (d) subject to control of the Board, exercise general
supervision over trust activities, the investment of trust funds, the
disposition of trust investments and the acceptance of new trusts and the terms
of such acceptance, and (e) perform such additional duties and exercise such
additional powers of the Board as the Board may determine from time to time.

Section 3. Audit Committee. The Board shall appoint from its members and Audit
Committee which shall consist of such number as the Board shall determine no one
of whom shall be an active officer or employee of the Association or Fleet
Financial Group, Inc. or any of its affiliates. In addition, members of the
Audit Committee must not (i) have served as an officer or employee of the
Association or any of its affiliates at any time during the year prior to their
appointment; or (ii) own, control, or have owned or controlled at any time
during the year prior to appointment, ten percent (10%) or more of any
outstanding class of voting securities of the Association. At least two (2)
members of the Audit Committee must have significant executive, professional,
educational or regulatory experience in financial, auditing, accounting, or
banking matters. No member of the Audit Commitee may have significant direct or
indirect credit or other relationships with the Association, the termination of
which would materially adversely affect the Association's financial condition or
results of operations.

The Board shall designate a member of the Audit Committee to serve as Chairman
thereof. It shall be the duty of the Audit Committee to (a) cause a continuous
audit and examination to be made on its behalf into the affairs of the
Association and to review the results of such examination; (b) review
significant reports of the internal auditing department, management's responses
to those reports and the risk attributed to unresolved issues; (c) review the
basis for the reports issued under Section 112 of The Federal Deposit Insurance
Corporation Improvement Act of 1991; (d) consider, in consultation with the
independent auditor and an internal auditing executive, the adequacy of the
Association's internal controls, including the resolution of identified material
weakness and reportable conditions; (e) review regulatory communications
received from any federal or state agency with supervisory jurisdiction or other
examining authority and monitor any needed corrective action by management; (f)
ensure that a formal system of internal controls is in place for maintaining
compliance with laws and regulations; (g) cause an audit of the Trust Department
at least once during each calendar year and within 15 months of the last such
audit or, in liew thereof, adopt a continuous audit system and report to the
Board each calendar year and within 15 months of the previous report on the
performance of such audit function; and (h) perform such additional duties and
exercise such additional powers of the Board as the Board may determine from
time to time.

The Audit Committee may consult with internal counsel and retain its own outside
counsel without approval (prior or otherwise) from the Board or management and
obligate the Association to pay the fees of such counsel.

-4-

<PAGE>

Section 4. Community Affairs Committee. The Board shall appoint from its members
a Community Affairs Committee which shall consist of such number as the Board
shall determine. The Board shall designate a member of the Community Affairs
Committee to serve as Chairman thereof. It shall be the duty of the Commmunity
Affairs Committee to (a) oversee compliance by the Association with the
Community Reinvestment Act of 1977, as amended, and the regulations promulgated
thereunder; and (b) perform such additional duties and exercise such additional
powers of the Board as the Board may determine from time to time.

Section 5. Regular Meetings. Except for the Executive Committee which shall meet
on an ad hoc basis as set forth in Section 1 of this Article, regular meetings
of the Committees of the Board of Directors shall be held, without notice, at
such time and place as the Committee or the Board of Directors may appoint and
as often as the business of the Association may require.

Section 6. Special Meetings. A Special Meeting of any of the Committees of the
Board of Directors may be called upon the written request of the Chairman of the
Board or the President, or of any two members of the respective Committee,
stating the purpose of the meeting. Not less than twenty-four hours' notice of
such special meeting shall be given to each member of the Committee personally,
by telephoning, or by mail.

Section 7. Emergency Meetings. An Emergency Meeting of any of the Committees of
the Board of Directors may be called at the request of the Chairman of the Board
or the President, who shall state that an emergency exists, upon not less than
one hour's notice to each member of the Committee personally or by telephoning.

Section 8. Action Taken Without a Committee Meeting. Any Committee of the Board
of Directors may take action without a meeting and without notice of such
meeting by resolution assented to in writing by all members of such Committee.

Section 9. Quorum. A majority of a Committee of the Board of Directors shall
constitute a quorum for the transaction of any business at any meeting of such
Committee. If a quorum is not available, the Chairman of the Board or the
President shall have power to make temporary appointments to a Committee
of-members of the Board of Directors, to act in the place and stead of members
who temporarily cannot attend any such meeting; provided, however, that any
temporary appointment to the Audit Committee must meet the requirements for
members of that Committee set forth in Section 3 of this Article.

Section 10. Record. The committes of the Board of Directors shall keep a record
of their respective meetings and proceedings which shall be presented at the
regular meeting of the Board of Directors held in the calendar month next
following the meetings of the Committees. If there is no regular Board of
Directors meeting held in the calendar month next following the meeting of a
Committee, then such Committee's records shall be presented at the next regular
Board of Directors meeting held in a month subsequent to such Committee meeting.

Section 11. Changes and Vacancies. The Board of Directors shall have power to
change the members of any Committee at any time and to fill vacancies on any
Committee; provided, however, that any newly appointed member of the Audit
Committee must meet the requirements for members of that Committee set forth in
Section 3 of this Article.

Section 12. Other Committees. The Board of Directors may appoint, from time to
time, other committees of one or more persons, for such purposes and with such
powers as the Board may determine.

ARTICLE IV

WAIVER OF NOTICE OF MEETINGS

Section 1. Waiver. Whenever notice is required to be given to any shareholder,
Director, or member of a Committee of the Board of Directors, such notice may be
waived in writing either before or after such meeting by any shareholder,
Director or Committee member respectively, as the case may be, who may be
entitled to such notice; and such notice will be deemed to be waived by
attendance at any such meeting.

-5-
<PAGE>

ARTICLE V

OFFICERS AND AGENTS

Section 1. Officers. The Board shall appoint a Chairman of the Board and a
President, and shall have the power to appoint one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
Cashier, a Secretary, an Auditor, a Controller, one or more Trust Officers
and-such other officers as are deemed necessary or desirable for the proper
transaction of business of the Association. The Chairman of the Board and the
President shall be appointed from members of the Board of Directors. Any two or
more offices, except those of President and Cashier, or Secretary, may be held
by the same person. The Board may, from time to time, by resolution passed by a
majority of the entire Board, designate one or more officers of the Association
or of an affiliate or of Fleet Financial Group, Inc. with power to appoint one
or more Vice Presidents and such other officers of the Association below the
level of Vice President as the officer or officers designated in such resolution
deem necessary or desirable for the proper transaction of the business of the
Association.

Section 2. Chairman of the Board. The chairman of the Board shall preside at all
meetings of the Board of Directors. Subject to definition by the Board of
Directors, he shall have general executive powers and such specific powers and
duties as from time to time may be conferred upon or assigned to him by the
Board of Directors.

Section 3. President. The President shall preside at all meetings of the Board
of Directors if there be no Chairman or if the Chairman be absent. Subject to
definition by the Board of Directors, he shall have general executive powers and
such specific powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors.

-6-

<PAGE>

Section 4. Cashier and Secretary. The Cashier shall be the Secretary of the
Board and of the Executive Committee, and shall keep accurate minutes of their
meetings and of all meetings of the shareholders. He shall attend to the
giving of all notices required by these By-laws. He shall be custodian of the
corporate seal, records, documents and papers of the Association. He shall
have such powers and perform such duties as pertain by law or regulation to the
office of Cashier, or as are imposed by these By-laws, or as may be delegated to
him from time to time by the Board of Directors, the Chairman of the Board or
the President.

Section 5. Auditor. The Auditor shall be the chief auditing officer of the
Association. He shall continuously examine the affairs of the Association and
from time to time shall report to the Board of Directors. He shall have such
powers and perform such duties as are conferred upon, or assigned to him by
these By-laws, or as may be delegated to him from time to time by the Board of
Directors.

Section 6. Officers Seriatim. The Board of Directors shall designate from time
to time not less than two officers who shall in the absence or disability of the
Chairman or President or both, succeed seriatim to the duties and
responsibilities of the Chairman and President respectively.

Section 7. Clerks and Agents. The Board of Directors may appoint, from time to
time, such clerks, agents and employees as it may deem advisable for the prompt
and orderly transaction of the business of the Association, define their duties,
fix the salaries to be paid them and dismiss them. Subject to the authority of
the Board of Directors, the Chairman of the Board or the President, or any other
officer of the Association authorized by either of them may appoint and dismiss
all or any clerks, agents and employees and prescribe their duties and the
conditions of their employment, and from time to time fix their compensation.

Section 8. Tenure. The Chairman of the Board of Directors and the President
shall, except in the case of death, resignation, retirement or disqualification
under these By-laws, or unless removed by the affirmative vote of at least
two-thirds of all of the members of the Board of Directors, hold office for the
term of one year or until their respective successors are appointed. Either of
such officers appointed to fill a vacancy occurring in an unexpired term shall
serve for such unexpired term of such vacancy. All other officers, clerks,
agents, attorneys-in-fact and employees of the Association shall hold office
during the pleasure of the Board of Directors or of the officer or committee
appointing them respectively.

ARTICLE VI

TRUST DEPARTMENT

Section 1. General Powers and Duties. All fiduciary powers of the Association
shall be exercised through the Trust Department, subject to such regulations as
the Comptroller of the Currency shall from time to time establish. The Trust
Department shall be to placed under the management and immediate supervision of
an officer or officers appointed by the Board of Directors. The duties of all
officers of the Trust Department shall be to cause the policies and instructions
of the Board and the Risk Management Committee with respect to the trusts under
their supervision to be carried out, and to supervise the due performance of the
trusts and agencies entrusted to the Association and under their supervision, in
accordance with law and in accordance with the terms of such trusts and
agencies.

-7-
<PAGE>

ARTICLE VII

BRANCH OFFICES

Section 1. Establishment. The Board of Directors shall have full power to
establish, to discontinue, or, from time to time, to change the location of any
branch office, subject to such limitations as may be provided by law.

Section 2. Supervision and Control. Subject to the general supervision and
control of the Board of Directors, the affairs of branch offices shall be under
the immediate supervision and control of the President or of such other officer
or officers, employee or employees, or other individuals as the Board of
Directors may from time to time determine, with such powers and duties as the
Board of Directors may confer upon or assign to him or them.

ARTICLE VIII

SIGNATURE POWERS

Section 1. Authorization. The power of officers, employees, agents and attorneys
to sign on behalf of and to affix the seal of the Association shall be
prescribed by the Board of Directors or by the Executive Committee or by both;
provided that the President is authorized to restrict such power of any officer,
employee, agent or attorney to the business of a specific department or
departments, or to a specific branch office or branch offices. Facsimile
signatures may be authorized.

-8-

<PAGE>

ARTICLE IX

STOCK CERTIFICATES AND TRANSFERS

Section 1. Stock Records. The Trust Department shall have custody of the stock
certificate books and stock ledgers of the Association, and shall make all
transfers of stock, issue certificates thereof and disburse dividends declared
thereon.

Section 2. Form of Certificate. Every shareholder shall be entitled to a
certificate conforming to the requirements of law and otherwise in such form as
the Board of Directors may approve. The certificates shall state on the face
thereof that the stock is transferable only on the books of the Association and
shall be signed by such officers as may be prescribed from time to time by the
Board of Directors or Executive Committee. Facsimile signatures may be
authorized.

Section 3. Transfers of Stock. Transfers of stock shall be made only on the
books of the Association by the holder in person, or by attorney duly authorized
in writing, upon surrender of the certificate therefor properly endorsed, or
upon the surrender of such certificate accompanied by a properly executed
written assignment of the same, or a written power of attorney to sell, assign
or transfer the same or the shares represented thereby.

Section 4. Lost Certificate. The Board of Directors or Executive Committee may
order a new certificate to be issued in place of a certificate lost or
destroyed, upon proof of such loss or destruction and upon tender to the
Association by the shareholder, of a bond in such amount and with or without
surety, as may be ordered, indemnifying the Association against all liability,
loss, cost and damage by reason of such loss or destruction and the issuance of
a new certificate.

Section 5. Closing Transfer Books. The Board of Directors may close the
transfer books for a period not exceeding thirty days preceding any regular or
special meeting of the shareholders, or the day designated for the payment of a
dividend or the allotment of rights. In lieu of closing the transfer books the
Board of Directors may fix a day and hour not more than thirty days prior to the
day of holding any meeting of the shareholders, or the day designated for the
payment of a dividend, or the day designated for the allotment of rights, or the
day when any change of conversion or exchange of capital stock is to go into
effect, as the day as of which shareholders entitled to notice of and to vote at
such meetings or entitled to such dividend or to such allotment of rights or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, shall be determined, and only such shareholders as shall be
shareholders of record on the day and hour so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be.

ARTICLE X

THE CORPORATE SEAL

Section 1. Seal. The following is an impression of the seal of the
Association adopted by the Board of Directors.

ARTICLE XI

BUSINESS HOURS

Section 1. Business Hours. The main office of this Association and each branch
office thereof shall be open for business on such days, and for such hours as
the Chairman, or the President, or any Executive Vice President, or such other
officer as the Board of Directors shall from time to time designate, may
determine as to each office to conform to local custom and convenience, provided
that any one or more of the main and branch offices or certain departments
thereof may be open for such hours as the President, or such other officer as
the Board of Directors shall from time to time designate, may determine as to
each office or department on any legal holiday on which work is not prohibited
by law, and provided further that any one or more of the main and branch offices
or certain departments thereof may be ordered closed or open on any day for such
hours as to each office or department as the President, or such other officer as
the Board of Directors shall from time to time designate, subject to applicable
laws regulations, may determine when such action may be required by reason of
disaster or other emergency condition.

ARTICLE IX

CHANGES IN BY-LAWS

Section 1. Amendments. These By-laws may be amended upon vote of a majority of
the entire Board of Directors at any meeting of the Board, provided ten (10)
day's notice of the proposed amendment has been given to each member of the
Board of Directors. No amendment may be made unless the By-law, as amended, is
consistent with the requirements of law and of the Articles of Association.
These By-laws may also be amended by the Association's shareholders.

A true copy

Attest:
Secretary/Assistant Secretary
- ---------------------------------------

Dated at , as of .
--------------------------------------- ----------------------

Revision of January 11, 1993

-9-

<PAGE>
EXHIBIT 5

CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939

The undersigned, as Trustee under the Indenture to be entered into among
Dollar Financial Group, Inc., as obligor, and each of Albuquerque Investments,
Inc., Any Kind Check Cashing Centers, Inc., Check Mart of Louisiana, Inc., Check
Mart of New Jersey, Inc., Check Mart of New Mexico, Inc., Check Mart of
Pennsylvania, Inc., Check Mart of Texas, Inc., Check Mart of Utah, Inc., Check
Mart of Washington, Inc., Check Mart of Washington, D.C., Inc., Check Mart of
Wisconsin, Inc., DFG Warehousing Co., Inc., Dollar Financial Insurance Corp.,
Dollar Insurance Administration Corp., Financial Exchange Company of Michigan,
Inc., Financial Exchange Company of Ohio, Inc., Financial Exchange Company of
Pennyslvania, Inc., Financial Exchange Company of Pittsburgh, Inc., Financial
Exchange Company of Virginia, Inc., L.M.S. Development Corporation, Monetary
Management Corp., Monetary Management Corporation of Pennsylvania, Inc.,
Monetary Management of California, Inc., Monetary Management of Maryland, Inc.,
Monetary Management of New York, Inc., Pacific Ring Enterprises, Inc. and U.S.
Check Exchange Limited Partnership, as guarantors, and Fleet National Bank, as
Trustee, does hereby consent that, pursuant to Section 321(b) of the Trust
Indenture Act of 1939, reports of examinations with respect to the undersigned
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

FLEET NATIONAL BANK,
AS TRUSTEE

By: /s/ Kathleen A. Larimore
-------------------------------

Its: Assistant Vice President

Dated:

<PAGE>

EXHIBIT 6

Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036

Federal Deposit Insurance
Corporation
OMB Number: 3064-0052

Office of the Comptroller
of the Currency
OMB Number: 1557-0081

Expires March 31, 1999

Federal Financial Institutions Examination Council
- -------------------------------------------------------------------------------
[LOGO] [1]
Please refer to page i, Table of
Contents, for the required
disclosure of estimated burden.
- -------------------------------------------------------------------------------

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES -- FFIEC 031

(960930)
REPORT AT THE CLOSE OF BUSINESS SEPTEMBER 30, 1996 --------
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).

This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
international Banking Facilities.

- -------------------------------------------------------------------------------

NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.

I, Giro S. DeRosa, Vice President
---------------------------------------------------
Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.

/s/ Giro DeRosa
- -----------------------------------------------------
Signature of Officer Authorized to Sign Report

10/26/96
- -----------------------------------------------------
Date of Signature

<PAGE>

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.

NOTE: These instructions may in some cases differ from generally accepted
accounting principles.

We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

/s/ [SIGNATURE ILLEGIBLE]
- -----------------------------------------------------
Director (Trustee)

- -------------------------------------------------------------------------------

FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Reserve District Bank.

STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.

NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.

- -------------------------------------------------------------------------------

0 2 4 9 9
FDIC Certificate Number -----------
(RCRI 9050)

[ADDRESS LABEL]

<PAGE>
FFIEC 031
Page i
/2/

Consolidated Reports of Condition and Income for
Bank With Domestic and Foreign Offices
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

SIGNATURE PAGE COVER

REPORT OF INCOME

Schedule RI -- Income Statement ................................... RI-1, 2, 3

Schedule RI-A -- Changes in Equity Capital .............................. RI-4

Schedule RI-B -- Charge-offs and Recoveries and Changes in
Allowance for Loan and Lease Losses ............................... RI-4, 5

Schedule RI-C -- Applicable Income Taxes by Taxing Authority ............ RI-5

Schedule RI-D -- Income from International Operations ................... RI-6

Schedule RI-E -- Explanations ........................................ RI-7, 8

REPORT OF CONDITION

Schedule RC -- Balance Sheet ......................................... RC-1, 2

Schedule RC-A -- Cash and Balances Due From Depository Institutions ..... RC-3

Schedule RC-B -- Securities ....................................... RC-3, 4, 5

Schedule RC-C -- Loans and Lease Financing
Receivables:
Part I. Loans and Leases ......................................... RC-6, 7
Part II. Loans to Small Businesses and Small Farms
(included in the forms for June 30 only) ............... RC-7a, 7b

Schedule RC-D -- Trading Assets and Liabilities
(to be completed only by selected banks) ............................. RC-8

Schedule RC-E -- Deposit Liabilities ............................ RC-9, 10, 11

Schedule RC-F -- Other Assets .......................................... RC-11

Schedule RC-G -- Other Liabilities ..................................... RC-11

Schedule RC-H -- Selected Balance Sheet Items for
Domestic Offices .................................................... RC-12

Schedule RC-I -- Selected Assets and Liabilities of IBFs ............... RC-13

Schedule RC-K -- Quarterly Averages .................................... RC-13

Schedule RC-L -- Off Balance Sheet Items ....................... RC-14, 15, 16

Schedule RC-M -- Memoranda ......................................... RC-17, 18

Schedule RC-N -- Past Due and Nonaccrual Loans, Leases,
and Other Assets ................................................ RC-19, 20

Schedule RC-O -- Other Data for Deposit Insurance Assessments ...... RC-21, 22

Schedule RC-R -- Regulatory Capital ................................ RC-23, 24

Optional Narrative Statement Concerning the Amounts Reported
in the Reports of Condition and Income .............................. RC-25

Special Report (to be completed by all banks)

Schedule RC-J -- Repricing Opportunities (sent only to and to be
completed only by savings banks)

DISCLOSURE OF ESTIMATED BURDEN

THE ESTIMATED AVERAGE BURDEN ASSOCIATED WITH THIS INFORMATION COLLECTION IS
32.2 HOURS PER RESPONDENT AND IS ESTIMATED TO VARY FROM 15 TO 230 HOURS PER
RESPONSE, DEPENDING ON INDIVIDUAL CIRCUMSTANCES. BURDEN ESTIMATES INCLUDE THE
TIME FOR REVIEWING INSTRUCTIONS, GATHERING AND MAINTAINING DATA IN THE REQUIRED
FORM, AND COMPLETING THE INFORMATION COLLECTION, BUT EXCLUDE THE TIME FOR
COMPILING AND MAINTAINING BUSINESS RECORDS IN THE NORMAL COURSE OF A
RESPONDENT'S ACTIVITIES. COMMENTS CONCERNING THE ACCURACY OF THIS BURDEN
ESTIMATE AND SUGGESTIONS FOR REDUCING THIS BURDEN SHOULD BE DIRECTED TO THE
OFFICE OF INFORMATION AND REGULATORY AFFAIRS, OFFICE OF MANAGEMENT AND BUDGET,
WASHINGTON, D.C. 20503, AND TO ONE OF THE FOLLOWING:

SECRETARY
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C. 20551

LEGISLATIVE AND REGULATORY ANALYSIS DIVISION
OFFICE OF THE COMPTROLLER OF THE CURRENCY
WASHINGTON, D.C. 20219

ASSISTANT EXECUTIVE SECRETARY
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429

For information or assistance, National and State nonmember banks should contact
the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C.
20429, toll-free on (800) 688-FDIC(3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.

<PAGE>

Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

Call Date: 9/30/96
ST-BK: 25-0590 FFIEC 031
Page RI-1

CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 1996-SEPTEMBER 30, 1996

All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

SCHEDULE RI--INCOME STATEMENT

<TABLE>
<CAPTION>
I480
-------------------------
Dollars Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate .............................................. 4011 854,388 1.a.(1)(a)
(b) Loans to depository institutions .......................................... 4019 1,052 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers ....... 4024 405 1.a.(1)(c)
(d) Commercial and industrial loans ........................................... 4012 850,473 1.a.(1)(d)
(e) Acceptances of other banks ................................................ 4026 261 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards and related plans ........................................ 4054 13,229 1.a.(1)(f)(1)
(2) Other ................................................................. 4055 144,012 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions ..................... 4056 0 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations ................................................... 4503 0 1.a.(1)(h)(1)
(2) Tax-exempt obligations ................................................ 4504 7,756 1.a.(1)(h)(2)
(i) All other loans in domestic offices ....................................... 4058 115,822 1.a.(1)(1)

(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ................. 4059 2,981 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases ................................................................ 4505 114,095 1.b.(1)
(2) Tax-exempt leases ............................................................. 4307 1,130 1.b.(2)
c. Interest income on balances due from depository institutions: (1)
(1) In domestic offices ........................................................... 4105 1,047 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs .................. 4106 142 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation
obligations ................................................................... 4027 323,294 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities ........................................................ 4506 0 1.d.(2)(a)
(b) Tax-exempt securities ..................................................... 4507 4,736 1.d.(2)(b)
(3) Other domestic debt securities ................................................ 3657 12,668 1.d.(3)
(4) Foreign debt securities ....................................................... 3658 4,985 1.d.(4)
(5) Equity securities (including investments in mutual funds) ..................... 3659 15,296 1.d.(5)
e. Interest income from trading assets ............................................... 4069 429 i.e.
</TABLE>
- --------------
(1) Includes interest income on time certificates of deposit not held for
trading.

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RI-2
FDIC Certificate No.: 0 2 4 9 9
-----------

SCHEDULE RI--CONTINUED

<TABLE>
<CAPTION>
--------------
Dollar Amounts in Thousands Year-to-date
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Interest income (continued) RIAD Bil Mil Thou
f. Interest income on federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs.............................. 4020 25,381 1.f.
g. Total interest income (sum of items 1.a through 1.f)................. 4107 2,493,582 1.g.
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts)............. 4508 10,989 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs)................. 4509 196,360 2.a.(1)(b)(1)
(2) Other savings deposits................................ 4511 38,216 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more...... 4174 130,069 2.a.(1)(b)(3)
(4) All other time deposits............................... 4512 310,562 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs.......................................... 4172 74,619 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs......................... 4180 221,536 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money................................ 4185 145,395 2.c.
d. Interest on mortgage indebtedness and obligations under capitalized
leases............................................................... 4072 630 2.d.
e. Interest on subordinated notes and debentures........................ 4200 47,710 2.e.
f. Total interest expense (sum of items 2.a through 2.e)................ 4073 1,176,086 2.f.
-----------------------
3. Net interest income (item 1.g minus 2.f)................................. RIAD 4074 1,317,496 3.
-----------------------
4. Provisions:
-----------------------
a. Provision for loan and lease losses.................................. RIAD 4230 24,179 4.a.
b. Provision for allocated transfer risk................................ RIAD 4243 0 4.b.
-----------------------
5. Noninterest income:
a. Income from fiduciary activities..................................... 4070 217,705 5.a.
b. Service charges on deposit accounts in domestic offices.............. 4080 169,866 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d)............................................... A220 16,406 5.c.
d. Other foreign transaction gains (losses)............................. 4076 781 5.d.
e. Not applicable
f. Other noninterest income:
(1) Other fee income................................................ 5407 576,559 5.f.(1)
(2) All other noninterest income*................................... 5408 270,460 5.f.(2)
-----------------------
g. Total noninterest income (sum of items 5.a through 5.f).............. RIAD 4079 1,251,777 5.g.
6. a. Realized gains (losses) on held-to-maturity securities............... RIAD 3521 1 6.a.
b. Realized gains (losses) on available-for-sale securities............. RIAD 3196 16,196 6.b.
-----------------------
7. Noninterest expense:
a. Salaries and employee benefits....................................... 4135 480,905 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest)..... 4217 164,769 7.b.
c. Other noninterest expense*........................................... 4092 942,296 7.c.
-----------------------
d. Total noninterest expense (sum of items 7.a through 7.c)............. RIAD 4093 1,587,970 7.d.
-----------------------
8. Income (loss) before income taxes and extraordinary items and other
-----------------------
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) RIAD 4301 973,321 8.
9. Applicable income taxes (on item 8)...................................... RIAD 4302 397,990 9.
-----------------------
10. Income (loss) before extraordinary items and other adjustments (item 8
-----------------------
minus 9)................................................................. RIAD 4300 575,331 10.
-----------------------
</TABLE>
- --------------------
*Describe on Schedule RI-E--Explanations.

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RI-3
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RI--CONTINUED

<TABLE>
<CAPTION>
Year-to-date
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments, gross of income taxes* ..... 4310 0 11.a.
b. Applicable income taxes (on item 11.a)* ............................... 4315 0 11.b.
c. Extraordinary items and other adjustments, net of income taxes
(item 11.a minus 11.b) ................................................ RIAD 4320 0 11.c
12. Net income (loss) (sum of items 10 and 11.c) ............................. RIAD 4340 575,331 12.
-------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------
I481 <-
Memoranda ------------
Year-to-date
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after
August 7, 1986, that is not deductible for federal income tax purposes ......................... 4513 2,092 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic offices
(included in Schedule RI, item 8) .............................................................. 8431 33,068 M.2.
3.-4. Not applicable
5. Number of full-time equivalent employees on payroll at end of current period (round to Number
nearest whole number) .......................................................................... 4150 12,552 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push down MM DD YY
accounting this calendar year, report the date of the bank's acquisition ....................... 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments)
(sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c): Bil Mil Thou
a. Interest rate exposures ..................................................................... 8757 2,536 M.8.a.
b. Foreign exchange exposures .................................................................. 8758 13,870 M.8.b.
c. Equity security and index exposures ......................................................... 8759 0 M.8.c.
d. Commodity and other exposures ............................................................... 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income .................................................. 8761 (1,530) M.9.a.
b. Net (increase) decrease to interest expense ................................................. 8762 (7,731) M.9.b.
c. Other (noninterest) allocations ............................................................. 8763 235 M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) .............................. A251 0 M.10.
--------------------
</TABLE>

- ------------
*Describe on Schedule RI-E--Explanations.

<PAGE>
Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 02499

Call Date: 9/30/96
ST-BK: 25-0590 FFIEC 031
Page RI-4

SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL

Indicate decreases and losses in parentheses.

<TABLE>
<CAPTION>
I483 <-
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------- ---- --- --- ----
<S> <C> <C> <C> <C>
1. Total equity capital originally reported in the December
31, 1995, Reports of Condition and Income................ 3215 1,342,473 1.
2. Equity capital adjustments from amended Reports of
Income, net*............................................. 3216 0 2.
3. Amended balance end of previous calendar year
(sum of items 1 and 2)................................... 3217 1,342,473 3.
4. Net income (loss) (must equal Schedule RI, item 12)...... 4340 575,331 4.
5. Sale, conversion, acquisition, or retirement of
capital stock, net....................................... 4346 0 5.
6. Changes incident to business combinations, net........... 4356 4,161,079 6.
7. LESS: Cash dividends declared on preferred stock......... 4470 0 7.
8. LESS: Cash dividends declared on common stock............ 4460 625,239 8.
9. Cumulative effect of changes in accounting principles
from prior years* (see instructions for this schedule)... 4411 0 9.
10. Corrections of material accounting errors from prior
years* (see instructions for this schedule).............. 4412 0 10.
11. Change in net unrealized holding gains (losses) on
available-for-sale securities............................ 8433 (30,167) 11.
12. Foreign currency translation adjustments................. 4414 0 12.
13. Other transactions with parent holding company* (not
included in items 5, 7, or 8 above)...................... 4415 (1,003,722) 13.
14. Total equity capital end of current period (sum of
items 3 through 13) (must equal Schedule RC, item 28).... 3210 4,419,755 14.

- -----------
*Describe on Schedule RI-E--Explanations.

</TABLE>

SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES AND CHANGES
IN ALLOWANCE FOR LOAN AND LEASE LOSSES

PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES

Part I excludes charge-offs and recoveries through the allocated transfer risk
reserve.

I486 <-
------------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
------------------------------------------------
Calendar year-to-date
------------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ---------------------------------------------------------- ---- --- --- ---- ---- --- --- ----
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate: ////////////////////////////////////////////////////////////
a. To U.S. addressees (domicile)....................... 4651 52,012 4661 10,568 1.a.
b. To non-U.S. addressees (domicile)................... 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances
of other banks: ////////////////////////////////////////////////////////////
a. To U.S. banks and other U.S. depository institutions 4653 0 4663 0 2.a.
b. To foreign banks.................................... 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other
loans to farmers....................................... 4655 6 4665 89 3.
4. Commercial and industrial loans: ////////////////////////////////////////////////////////////
a. To U.S. addressees (domicile)....................... 4645 58,172 4617 39,649 4.a.
b. To non-U.S. addressees (domicile)................... 4646 0 4618 102 4.b.
5. Loans to individuals for household, family, and /////////////////////////////////////////////////////////////
other personal expenditures: ////////////////////////////////////////////////////////////
a. Credit cards and related plans...................... 4656 1,340 4666 1,125 5.a.
b. Other (includes single payment, installment, and all
student loans)...................................... 4657 17,633 4667 2,946 5.b.
6. Loans to foreign governments and official institutions.. 4643 0 4627 0 6.
7. All other loans......................................... 4644 2,987 4628 750 7.
8. Lease financing receivables: /////////////////////////////////////////////////////////////
a. Of U.S. addressees (domicile)........................ 4658 11,644 4668 3,670 8.a.
b. Of non-U.S. addressees (domicile).................... 4659 0 4669 0 8.b.
Total (sum of items 1 through 8)........................ 4635 143,794 4605 58,899 9.

</TABLE>

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Page RI-5

Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
SCHEDULE RI-B -- CONTINUED

PART I. CONTINUED

<TABLE>
<CAPTION>
-------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
-------------------------------------------
Calendar year-to-date
-----------------------------------------------
Memoranda Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1-3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above ......................... 5409 513 5410 1,374 M.4.
5. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development ................................ 3582 189 3583 253 M.5.a.
b. Secured by farmland .............................................. 3584 145 3585 220 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit ................ 5411 3,647 5412 536 M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties.. 5413 23,744 5414 2,707 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ........ 3588 4,055 3589 395 M.5.d.
e. Secured by nonfarm nonresidential properties ..................... 3590 20,232 3591 6,457 M.5.e.
-------------------------------------------
</TABLE>

PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES

<TABLE>
<CAPTION>
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1995, Reports of Condition and Income .. 3124 266,943 1.
2. Recoveries (must equal part I, item 9, column B above) ................................. 4605 58,899 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above) .......................... 4635 143,794 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a) ................. 4230 24,179 4.
5. Adjustments* (see instructions for this schedule) ...................................... 4815 634,542 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC,
item 4.b) .............................................................................. 3123 840,769 6.
</TABLE>
- -----------------
* Describe on Schedule RI-E -- Explanations.

SCHEDULE RI-C -- APPLICABLE INCOME TAXES BY TAXING AUTHORITY

SCHEDULE RI-C IS TO BE REPORTED WITH THE DECEMBER REPORT OF INCOME.

<TABLE>
<CAPTION>
---------
I489 <-
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Federal ................................................................................... 4780 N/A 1.
2. State and local ........................................................................... 4790 N/A 2.
3. Foreign ................................................................................... 4795 N/A 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ........ 4770 N/A 4.
---------------------------
5. Deferred portion of item 4 ................................... RIAD 4772 N/A 5.
-------------------------------------------------
</TABLE>

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Page RI-6

Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RI-D--INCOME FROM INTERNATIONAL OPERATIONS

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.

PART I. ESTIMATED INCOME FROM INTERNATIONAL OPERATIONS

<TABLE>
<CAPTION>
-------
I492
--------------------
Year-to-date
--------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou <-
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, //////////////////
and IBFs: //////////////////
a. Interest income booked................................................................... 4837 N/A 1.a.
b. Interest expense booked.................................................................. 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and //////////////////
IBFs (item 1.a minus 1.b)................................................................ 4839 N/A 1.c.
2. Adjustments for booking location of international operations: //////////////////
a. Net interest income attributable to international operations booked at domestic offices.. 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign offices.......... 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b)..................................... 4842 N/A 2.c.
3. Noninterest income attributable to international operations: //////////////////
a. Noninterest income attributable to international operations.............................. 4097 N/A 3.a.
b. Provision for loan and lease losses attributable to international operations............. 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations....................... 4239 N/A 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a //////////////////
minus 3.b and 3.c)....................................................................... 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before capital allocation //////////////////
adjustment (sum of items 1.c, 2.c, and 3.d).................................................. 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international operations to reflect //////////////////
the effects of equity capital on overall bank funding costs.................................. 4845 N/A 5.
6. Estimated pretax income attributable to international operations after capital allocation //////////////////
adjustment (sum of items 4 and 5)............................................................ 4846 N/A 6.
7. Income taxes attributable to income from international operations as estimated in item 6..... 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7)............... 4341 N/A 8.
---------------------

Memoranda
---------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
1. Intracompany interest income included in item 1.a above...................................... 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above..................................... 4848 N/A M.2.
---------------------

PART II. SUPPLEMENTARY DETAILS ON INCOME FROM INTERNATIONAL OPERATIONS REQUIRED
BY THE DEPARTMENTS OF COMMERCE AND TREASURY FOR PURPOSES OF THE U.S.
INTERNATIONAL ACCOUNTS AND THE U.S. NATIONAL INCOME AND PRODUCT ACCOUNTS

--------------------
YEAR-to-date
---------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
1. Interest income booked at IBFs............................................................... 4849 N/A 1.
2. Interest expense booked at IBFs.............................................................. 4850 N/A 2.
3. Noninterest income attributable to international operations booked at domestic offices //////////////////
(excluding IBFs): //////////////////
a. Gains (losses) and extraordinary items................................................... 5491 N/A 3.a.
b. Fees and other noninterest income........................................................ 5492 N/A 3.b.
4. Provision for loan and lease losses attributable to international operations booked at //////////////////
domestic offices (excluding IBFs)............................................................ 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at domestic //////////////////
offices (excluding IBFs)..................................................................... 4853 N/A 5.
---------------------
</TABLE>

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Page RI-7
Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RI-E--EXPLANATIONS

SCHEDULE RI-E IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

<TABLE>
<CAPTION>
I495
--------------
Year-to-date
------------------------- <-
Dollars Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned .............................................. 5415 0 1.a.
b. Net gains on sales of loans ....................................................... 5416 0 1.b.
c. Net gains on sales of premises and fixed assets ................................... 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 5.f.(2):

d. TEXT 4461 Income on Mortgages Held For Resale 4461 115,563 1.d.
-----------------------------------------------------------------------------------
e. TEXT 4462 Gain From Branch Divestitures 4462 77,976 1.e.
-----------------------------------------------------------------------------------
f. TEXT 4463 4463 1.f.
--- -------------------------------------------------------------------------------
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets ......................................... 4531 207,168 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned ............................................. 5418 0 2.b.
c. Net losses on sales of loans ...................................................... 5419 0 2.c.
d. Net losses on sales of premises and fixed assets .................................. 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
Item 7.c:

e. TEXT 4464 Intercompany Corporate Support Function Charges 4464 219,071 2.e.
-----------------------------------------------------------------------------------
f. TEXT 4467 Intercompany Data Processing & Programming Charges 4467 238,115 2.f.
-----------------------------------------------------------------------------------
g. TEXT 4468 4468 2.g.
-----------------------------------------------------------------------------------
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI, item 11.b) (itemize and describe all
extraordinary items and other adjustments):
a. (1) TEXT 4469 4469 3.a.(1)
-------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4486 3.a.(2)
------------ -----------
b. (1) TEXT 4487 4487 3.b.(1)
-------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4488 3.b.(2)
------------ -----------
c. (1) TEXT 4489 4489 3.c.(1)
-------------------------------------------------------------------------------
(2) Applicable income tax effect RIAD 4491 3.c.(2)
-----------
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2)
(itemize and describe all adjustments:
a. TEXT 4492 4492 4.a.
-----------------------------------------------------------------------------------
b. TEXT 4493 4493 4.b.
-----------------------------------------------------------------------------------
5. Cumulative effect of changes in accounting principles from prior years
(from Schedule RI-A, item 9) (itemize and describe all changes in accounting
principles):
a. TEXT 4494 4494 5.a.
-----------------------------------------------------------------------------------
B. TEXT 4495 4495 5.b.
-----------------------------------------------------------------------------------
6. Corrections of material accounting errors from prior years (from Schedule
RI-A, item 10) (itemize and describe all corrections):
a. TEXT 4496 4496 6.a.
-----------------------------------------------------------------------------------
b. TEXT 4497 4497 6.b.
-----------------------------------------------------------------------------------

</TABLE>
9

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Page RI-8
Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RI-E--CONTINUED

--------------
Year-to-date
-----------------------
Dollars Amounts in Thousands RIAD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13)
(itemize and describe all such transactions):
a. TEXT 4498 Fleet National Bank Surplus Distribution to FFG 4498 (1,003,722) 7.a.
--------------------------------------------------------------------------------
b. TEXT 4499 4499 7.b
--------------------------------------------------------------------------------
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II,
item 5) (itemize and describe all adjustments):
a. TEXT 4521 12/31/95 ending Balance of Pooled Entities 4521 636,497 8.a.
--------------------------------------------------------------------------------
b. TEXT 4522 Divested Allowance Related to Sold Loans 4522 (1,955) 8.b.
-------------------------------------------------------------------------------- -----------------------
9. Other explanations (the space below is provided for the bank to briefly describe,
at its option, any other significant items affecting the Report of Income): I498 I499 <-
No comment /x/ (RIAD 4769) -----------------------
Other explanations (please type or print clearly):
(TEXT) 4769)
</TABLE>
10

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Page RC-1
Legal Title of Bank: Fleet National Bank
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

C400
Dollar Amounts in Thousands RCFC Bil Mil Thou <-
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS

1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)....................... 0081 3,929,278 1.a.
b. Interest-bearing balances(2)................................................ 0071 30,710 1.b.

2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A).................. 1754 284,288 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)................ 1773 7,315,890 2.b.

3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds sold.......................................................... 0276 32,521 3.a.
b. Securities purchased under agreements to resell............................. 0277 0 3.b.

4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C).................................RCFD 2122 32,002,964 4.a.
b. LESS: Allowance for loan and lease losses.............RCFD 3123 840,769 4.b.
c. LESS: Allocated transfer risk reserve.................RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c)............................................... 2125 31,162,195 4.d.

5. Trading assets (from Schedule RC-D)............................................ 3545 48,111 5.

6. Premises and fixed assets (including capitalized leases)....................... 2145 560,725 6.

7. Other real estate owned (from Schedule RC-M)................................... 2150 22,784 7.

8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M).......................................................... 2130 0 8.

9. Customers' liability to this bank on acceptances outstanding................... 2155 14,235 9.

10. Intangible assets (from Schedule RC-M)......................................... 2143 2,311,234 10.

11. Other assets (from Schedule RC-F).............................................. 2160 3,699,236 11.

12. Total assets (sum of items 1 through 11)....................................... 2170 49,411,207 12.
</TABLE>

- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-2
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC--CONTINUED

<TABLE>
<CAPTION>
-----------------------
Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) ................................................................................. RCON 2200 33,574,312 13.a.
----------------------
(1) Noninterest-bearing(1) ...................................... RCON 6631 10,385,307 13.a.(1)
(2) Interest-bearing ............................................ RCON 6636 23,189,005 13.a.(2)
----------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) ................................................................................ RCFN 2200 1,817,711 13.b.
----------------------
(1) Noninterest-bearing ......................................... RCFN 6631 36 13.b.(1)
(2) Interest-bearing ............................................ RCFN 6636 1,817,675 13.b.(2)
----------------------
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased ................................................................. RCFD 0278 4,393,064 14.a.
b. Securities sold under agreements to repurchase .......................................... RCFD 0279 133,568 14.b
15. a. Demand notes issued to the U.S. Treasury ................................................ RCON 2840 1,589,048 15.a.
b. Trading liabilities (from Schedule RC-D) ................................................ RCFD 3548 34,078 15.b.
16. Other borrowed money:
a. With a remaining maturity of one year or less ........................................... RCFD 2332 575,600 16.a.
b. With a remaining maturity of more than one year ......................................... RCFD 2333 647,284 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ............................. RCFD 2910 11,403 17.
18. Bank's liability on acceptances executed and outstanding ................................... RCFD 2920 14,235 18.
19. Subordinated notes and debentures .......................................................... RCFD 3200 1,213,219 19.
20. Other liabilities (from Schedule RC-G) ..................................................... RCFD 2930 987,930 20.
21. Total liabilities (sum of items 13 through 20) ............................................. RCFD 2948 44,991,452 21.

22. Limited-life preferred stock and related surplus ........................................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .............................................. RCFD 3838 125,000 23.
24. Common stock ............................................................................... RCFD 3230 19,487 24.
25. Surplus (exclude all surplus related to preferred stock) ................................... RCFD 3839 2,551,927 25.
26. a. Undivided profits and capital reserves .................................................. RCFD 3632 1,739,604 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities .................. RCFD 8434 (16,263) 26.b
27. Cumulative foreign currency translation adjustments ........................................ RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) .......................................... RCFD 3210 4,419,755 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21,
22, and 28) ................................................................................ RCFD 3300 49,411,207 29.
----------------------
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

<TABLE>
<CAPTION>
Number
------------------
<S> <C> <C> <C>
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external
auditors as of any date during 1995 ........................................................... RCFD 6724 N/A M.1.
------------------
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- ------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-3
City State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS

Exclude assets held for trading.

<TABLE>
<CAPTION>
C405
--------------------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
-------------------- ---------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and
coin..................................................................... 0022 3,629,071 1.
a. Cash items in process of collection and unposted debits............... 0020 2,937,263 1.a.
b. Currency and coin..................................................... 0080 691,808 1.b.
2. Balances due from depository institutions in the U.S..................... 0082 153,295 2.
a. U.S. branches and agencies of foreign banks (including their IBFs).... 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository institutions
in the U.S. (including their IBFs).................................... 0085 153,370 2.b
3. Balances due from banks in foreign countries and foreign central banks... 0070 8,998 3.
a. Foreign branches of other U.S. Banks.................................. 0073 454 3.a.
b. Other banks in foreign countries and foreign central banks............ 0074 9,045 3.b.
4. Balances due from Federal Reserve Banks.................................. 0090 168,048 0090 168,048 4.
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b)................................... 0010 3,959,988 0010 3,959,412 5.
--------------------------------------------

Memorandum Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2,
column B above) 0050 122,585 M.1.
</TABLE>

SCHEDULE RC-B--SECURITIES

Exclude assets held for trading.

<TABLE>
<CAPTION>
C410
-----------------------------------------------------------------------------------------
Held-to-maturity Available-for-sale
------------------------------------------- -------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
-------------------- -------------------- -------------------- --------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities....... 0211 250 0213 250 1286 1,501,551 1287 1,483,819 1.
2. U.S. Government agency and
corporation obligations
(exclude mortgage-backed
securities):
a. Issued by U.S. Government
agencies(2)................. 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3)....... 1294 0 1295 0 1297 499 1298 503 2.b.
-----------------------------------------------------------------------------------------
</TABLE>

- ----------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.
(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.
(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-4
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-B--CONTINUED
<TABLE>
<CAPTION>
Held-to-maturity Available-for-sale
------------------------------------ ----------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
----------------- ----------------- ----------------- --------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ----------------------------- ----------------- ----------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations...... 1676 172,838 1677 172,764 1678 0 1679 0 3.a.
b. Revenue obligations...... 1681 13,265 1686 13,268 1690 0 1691 0 3.b.
c. Industrial development
and similar obligations.. 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed
securities (MBS):
a. Pass-through securities:
(1) Guaranteed by
GNMA................ 1698 0 1699 0 1701 826,767 1702 821,306 4.a.(1)
(2) Issued by FNMA
and FHLMC........... 1703 886 1705 886 1706 4,672,031 1707 4,668,468 4.a.(2)
(3) Other pass-through
securities.......... 1709 4 1710 4 1711 4 1713 0 4.a.(3)
b. Other mortgage-backed
securities (include
CMOs, REMICs, and
stripped MBS):
(1) Issued or
guaranteed by FNMA,
FHLMC, or GNMA...... 1714 0 1715 0 1716 0 1717 0 4.b.(1)
(2) Collateralized by
MBS issued or
guaranteed by FNMA,
FHLMC, or GNMA...... 1718 0 1719 0 1731 0 1732 0 4.b.(2)
(3) All other mortgage-
backed securities... 1733 0 1734 0 1735 481 1736 481 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities.............. 1737 0 1738 0 1739 715 1741 709 5.a.
b. Foreign debt
securities.............. 1742 97,045 1743 84,773 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds................... 1747 28,870 1748 28,870 6.a.
b. Other equity securities
with readily determin-
able fair values........ 1749 0 1751 0 6.b.
c. All other equity
securities(1)........... 1752 311,734 1753 311,734 6.c.
7. Total (sum of items 1
through 6) (total of
column A must equal
Schedule RC, item 2.a)
(total of column D must
equal Schedule RC,
item 2.b).................. 1754 284,288 1771 271,945 1772 7,342,648 1773 7,315,890 7.
</TABLE>

- ------------------

(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.c, column D.

<PAGE>

Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-5
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-B--CONTINUED

<TABLE>
<CAPTION>
--------
Memoranda C412
--------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Pledged securities(2) ................................................................. 0416 3,825,264 M.1.
2. Maturity and repricing data for debt securities(2), (3), (4) (excluding those in
nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less ........................................................... 0343 70,352 M.2.a.(1)
(2) Over three months through 12 months ............................................ 0344 102,839 M.2.a.(2)
(3) Over one year through five years ............................................... 0345 2,792,361 M.2.a.(3)
(4) Over five years ................................................................ 0346 2,959,066 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through
2.a.(4) ........................................................................ 0347 5,924,618 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently ................................................... 4544 504,558 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ................ 4545 830,398 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually ......... 4551 0 M.2.b.(3)
(4) Less frequently than every five years .......................................... 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through
2.b.(4) ........................................................................ 4553 1,334,956 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal
total debt securities from Schedule RC-B, sum of items 1 through 5, columns A and D,
minus nonaccrual debt securities included in Schedule RC-N, item 9, column C) ...... 0393 7,259,574 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with modified terms
(included in Schedule RC-B, items 3 through 5, column A, above) ....................... 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less(2), (4)
(included in memorandum items 2.b.(1) through 2.b.(4) above) .......................... 5519 4,700 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-
sale or trading securities during the calendar year-to-date (report the amortized cost
at date of sale or transfer) .......................................................... 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost ..................................................................... 8780 0 M.8.a.
b. Fair value ......................................................................... 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in
Schedule RC-B, items 2, 3, and 5):
a. Amortized cost ..................................................................... 8782 0 M.9.a.
b. Fair value ......................................................................... 8783 0 M.9.b.
---------------------
</TABLE>

- --------------
(2) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.
(3) Excludes equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum items 2 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.

<PAGE>

Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-6
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-C--LOANS AND LEASE FINANCING RECEIVABLES

PART I. LOANS AND LEASES
Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading.

<TABLE>
<CAPTION>
C415
----------------------- -----------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
----------------------- -----------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
1. Loans secured by real estate............................. 1410 11,784,177 1.
a. Construction and land development...................... 1415 548,373 1.a.
b. Secured by farmland (including farm residential and
other improvements).................................... 1420 2,097 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines
of credit.......................................... 1797 1,993,022 1.c.(1)
(2) All other loans secured by 1-4 family residential
properties:
(a) Secured by first liens......................... 5367 4,386,615 1.c.(2)(a)
(b) Secured by junior liens........................ 5368 492,852 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential
properties............................................. 1460 534,555 1.d.
e. Secured by nonfarm nonresidential properties........... 1480 3,826,663 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. ....................... 1505 184,751 2.a.
(1) To U.S. branches and agencies of foreign banks.... 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. ............ 1507 184,751 2.a.(2)
b. To other depository institutions in the U.S. ......... 1517 13,595 1517 13,595 2.b.
c. To banks in foreign countries......................... 1510 1,346 2.c.
(1) To foreign branches of other U.S. banks........... 1513 160 2.c.(1)
(2) To other banks in foreign countries............... 1516 1,186 2.c.(2)
3. Loans to finance agricultural production and other
loans to farmers......................................... 1590 5,208 1590 5,208 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)......................... 1763 13,126,493 1763 13,078,732 4.a.
b. To non-U.S. addressees (domicile)..................... 1764 63,365 1764 30,053 4.b.
5. Acceptances of other banks:
a. Of U.S. banks......................................... 1756 0 1756 0 5.a.
b. Of foreign banks...................................... 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other
personal expenditures (i.e., consumer loans) (includes
purchased paper)......................................... 1975 2,129,035 6.
a. Credit cards and related plans (includes check credit
and other revolving credit plans)..................... 2008 98,959 6.a.
b. Other (includes single payment, installment, and all
student loans)........................................ 2011 2,030,076 6.b.
7. Loans to foreign governments and official institutions
(including foreign central banks)........................ 2081 0 2081 0 7.
8. Obligations (other than securities and leases) of
states and political subdivisions in the U.S.
(includes nonrated industrial development obligations)... 2107 155,642 2107 155,642 8.
9. Other loans.............................................. 1563 2,082,709 9.
a. Loans for purchasing or carrying securities
(secured and unsecured)............................... 1545 157,698 9.a.
b. All other loans (exclude consumer loans).............. 1564 1,925,011 9.b.
10. Lease financing receivables (net of unearned income).... 2165 2,456,643 10.
a. Of U.S. addressees (domicile)......................... 2182 2,456,643 10.a.
b. Of non-U.S. addressees (domicile)..................... 2183 0 10.b.
11. LESS: Any unearned income on loans reflected in
items 1-9 above.......................................... 2123 0 2123 0 11.
12. Total loans and leases, net of unearned income (sum
of items 1 through 10 minus item 11) (total of
column A must equal Schedule RC, item 4.a)............... 2122 32,002,964 2122 31,921,891 12.
</TABLE>

<PAGE>

Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-7
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-C--CONTINUED
PART I. CONTINUED

(Column A) (Column B)
Consolidated Domestic
Bank Offices
----------------- -----------------
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- -------------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above .................. 1496 0 1496 0 M.1.

2. Loans and leases restructured and in compliance with modified terms
(included in Schedule RC-C, part I, above and not reported as past due or
nonaccrual in Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile) ...................................... 1687 6,593 M.2.a.(1)
(2) To non-U.S. addressees (domicile) .................................. 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to
individuals for household, family, and other personal expenditures) .... 8691 1,770 M.2.b.
c. Commercial and industrial loans to and lease financing receivables
of non-U.S. addresses (domicile) included in Memorandum item 2.b
above................................................................... 8692 0 M.2.c.

3. Maturity and repricing data for loans and leases(1) (excluding those in
nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less ............................................... 0348 1,695,265 M.3.a.(1)
(2) Over three months through 12 months ............................... 0349 1,681,892 M.3.a.(2)
(3) Over one year through five years ................................... 0356 5,059,493 M.3.a.(3)
(4) Over five years .................................................... 0357 1,758,418 M.3.a.(4)
(5) Total fixed rate loans and leases (sum of Memorandum
items 3.a.(1) through 3.a.(4))...................................... 0358 10,195,068 M.3.a.(5)
b. Floating rate loans with a repricing frequency
(1) Quarterly or more frequently ....................................... 4554 18,981,879 M.3.b.(1)
(2) Annually or more frequently, but less frequently than quarterly .... 4555 1,675,386 M.3.b.(2)
(3) Every five years or more frequently, but less frequently than
annually ........................................................... 4561 758,500 M.3.b.(3)
(4) Less frequently than every five years .............................. 4564 79,024 M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1)
through 3.b.(4)) ................................................... 4567 21,494,789 M.3.b.(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and
3.b.(5)) (must equal the sum of total loans and leases, net, from
Schedule RC-C, part I, item 12, plus unearned income from Schedule RC-C,
part I, item 11, minus total nonaccrual loans and
leases from Schedule RC-N, sum of items 1 through 8, column C) ......... 1479 31,689,857 M.3.c.
d. Floating rate loans with a remaining maturity of one year or less
(included in Memorandum items 3.b.(1) through 3.b.(4) above) ........... A246 0 M.3.d.

4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2) ............... 2746 305,298 M.4.

5. Loans and leases held for sale (included in Schedule RC-C, part I,
above) ..................................................................... 5369 0 M.5.
------------------------
6. Adjustable rate closed-end loans secured by first liens on 1-4 family RCON Bil Mil Thou
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), ------------------------
column B, page RC-6) ....................................................... <C> <C> <C>
5370 1,706,916 M.6.
</TABLE>

- --------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J. (2) Exclude loans secured by real estate that are
included in Schedule RC-C, part I, item 1, column A.

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-8
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

<TABLE>
<CAPTION>
-----
C420
-----------------------
Dollar Amounts in Thousands Bil Mil Thou
- -------------------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>

ASSETS
1. U.S. Treasury securities in domestic offices ................................................ RCON 3531 0 1.

2. U.S. Government agency and corporation obligations in domestic offices (exclude mortgage-
backed securities) .......................................................................... RCON 3532 0 2.

3. Securities issued by states and political subdivisions in the U.S. in domestic offices ...... RCON 3533 0 3.

4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... RCON 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS) ................................................. RCON 3535 0 4.b.
c. All other mortgage-backed securities ..................................................... RCON 3536 0 4.c.

5. Other debt securities in domestic offices ................................................... RCON 3537 0 5.

6. Certificates of deposit in domestic offices ................................................. RCON 3538 0 6.

7. Commercial paper in domestic offices ........................................................ RCON 3539 0 7.

8. Bankers acceptances in domestic offices ..................................................... RCON 3540 0 8.

9. Other trading assets in domestic offices .................................................... RCON 3541 0 9.

10. Trading assets in foreign offices ........................................................... RCFN 3542 0 10.

11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity
contracts:
a. In domestic offices ...................................................................... RCON 3543 43,581 11.a.
b. In foreign offices ....................................................................... RCFN 3544 4,530 11.b.

12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... RCFD 3545 48,111 12.
-----------------------
LIABILITIES Bil Mil Thou
-----------------------
13. Liability for short positions ............................................................... RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity
contracts ................................................................................... RCFD 3547 34,078 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... RCFD 3548 34,078 15.
-----------------------
</TABLE>

<PAGE>

Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-9
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-E--DEPOSIT LIABILITIES
PART I. DEPOSITS IN DOMESTIC OFFICES

<TABLE>
<CAPTION>
--------
C425
---------------------------------------------------------------
Nontransaction
Transaction Accounts Accounts
------------------------------------------- ---------------
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
------------------- ------------------- -------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
- ------------------------------------------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Deposits of:

1. Individuals, partnerships, and corporations ....... 2201 9,213,807 2240 8,820,326 2346 21,863,734 1.
2. U.S. Government ................................... 2202 36,789 2280 36,769 2520 29,856 2.
3. States and political subdivisions in the U.S. ..... 2203 683,890 2290 461,287 2530 680,014 3.
4. Commercial banks in the U.S. ...................... 2206 653,505 2310 653,505 2550 771 4.
5. Other depository institutions in the U.S. ......... 2207 225,732 2312 225,732 2349 2,968 5.
6. Banks in foreign countries ........................ 2213 11,881 2320 11,881 2236 0 6.
7. Foreign governments and official institutions
(including foreign central banks) ................. 2216 1,386 2300 1,386 2377 0 7.
8. Certified and official checks ..................... 2330 169,979 2330 169,979 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC,
item 13.a) ........................................ 2215 10,996,969 2210 10,380,865 2385 22,577,343 9.
------------------- ------------------- -------------------
</TABLE>

Memoranda

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------- -----------------
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts .......................... 6835 2,679,044 M.1.a.
b. Total brokered deposits ...................................................................... 2365 1,542,597 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000 ............................................ 2343 2,240 M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less ................ 2344 1,540,357 M.1.c.(2)
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with a remaining
maturity of one year or less (included in Memorandum item 1.c.(1) above) ................. A243 110 M.1.d.(a)
(2) Brokered deposits issued in denominations of $100,000 or more with a remaining
maturity of one year or less (included in Memorandum item 1.b above) ..................... A244 601,205 M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S.
reported in item 3 above which are secured or collateralized as required under state law) .... 5590 477,275 M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d
must equal item 9, column C above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs) .................................................... 6810 10,310,776 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) .................................................. 0352 2,519,554 M.2.a.(2)
b. Total time deposits of less than $100,000 .................................................... 6648 7,097,828 M.2.b.
c. Time certificates of deposit of $100,000 or more ............................................. 6645 2,649,185 M.2.c.
d. Open-account time deposits of $100,000 or more ............................................... 6646 0 M.2.d.
3. All NOW accounts (included in column A above) .................................................... 2398 616,104 M.3.
-------------------
4. Not applicable

</TABLE>

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Legal Title of Bank: Fleet National Bank Page PR-10
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-E--CONTINUED

PART I. CONTINUED

Memoranda (continued)

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

5. Maturity and repricing data for time deposits of less than $100,000 (sum of
Memorandum items 5.a.(1) through 5.b.(3) must equal memorandum item 2.b
above):(1) a. Fixed rate time deposits of less than $100,000 with a
remaining maturity of:
(1) Three months or less ................................................................ A225 1,708,719 M.5.a.(1)
(2) Over three months through 12 months ................................................. A226 3,119,370 M.5.a.(2)
(3) Over one year ....................................................................... A227 2,182,483 M.5.a.(3)
b. Floating rate time deposits of less than $100,000 with a repricing frequency of:
(1) Quarterly or more frequently ........................................................ A228 87,256 M.5.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ..................... A229 0 M.5.b.(2)
(3) Less frequently than annually ....................................................... A230 0 M.5.b.(3)
c. Floating rate time deposits of less than $100,000 with a remaining maturity of
one year or less (included in memorandum items 5.b.(1) through 5.b.(3) above) ........... A231 59,897 M.5.c.
6. Maturity and repricing data for time deposits of $100,000 or more (i.e., time certificates
of deposit of $100,000 or more and open-account time deposits of $100,000 or
more) (sum of Memorandum items 6.a.(1) through 6.b.(4) must equal the sum of
Memorandum items 2.c and 2.d above):(1)
a. Fixed rate time deposits of $100,000 or more with a remaining maturity of:
(1) Three months or less ................................................................ A232 660,156 M.6.a.(1)
(2) Over three months through 12 months ................................................. A233 868,600 M.6.a.(2)
(3) Over one year through five years .................................................... A234 1 ,111,843 M.6.a.(3)
(4) Over five years ..................................................................... A235 8,586 M.6.a.(4)
b. Floating rate time deposits of $100,000 or more with a repricing frequency of:
(1) Quarterly or more frequently ........................................................ A236 0 M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly ..................... A237 0 M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually .............. A238 0 M.6.b.(3)
(4) Less frequently than every five years ............................................... A239 0 M.6.b.(4)
c. Floating rate time deposits of $100,000 or more with a remaining maturity of
one year or less (included in Memorandum items 6.b.(1) through 6.b.(4) above) ........... A240 0 M.6.c.
-----------------
</TABLE>

- --------------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Legal Title of Bank: Fleet National Bank Page RC-11
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-E--CONTINUED

PART II. DEPOSITS IN FOREIGN OFFICES (INCLUDING EDGE AND
AGREEMENT SUBSIDIARIES AND IBFS)

<TABLE>
<CAPTION>
-------------------------
Dollars Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and corporations........................................... 2621 1,746,651 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks) ....................... 2623 0 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs)............................................................... 2625 0 3.
4. Foreign governments and official institutions (including foreign central banks)....... 2650 0 4.
5. Certified and official checks ........................................................ 2330 0 5.
6. All other deposits.................................................................... 2668 71,060 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b).................. 2200 1,817,711 7.

-------------------------
Memorandum Dollars Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
1. Time deposits with a remaining maturity of one year or less
(included in Part II, item 7 above)................................................ A245 1,817,674 M.1.
</TABLE>

SCHEDULE RC-F--OTHER ASSETS

<TABLE>
<CAPTION>
C430
-----------------------------
Dollars Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Income earned, not collected on loans................................................. RCFD 2164 161,790 1.
2. Net deferred tax assets(1)............................................................ RCFD 2148 0 2.
3. Excess residential mortgage servicing fees receivable................................. RCFD 5371 153,788 3.
4. Other (itemize and describe amounts that exceed 25% of this item)..................... RCFD 2168 3,383,658 4.
------------- --------------------------
a. TEXT 3549 Mortgages Held For Resale RCFD 3549 1,555,298 4.a.
------------- ------------------------------------------
b. TEXT 3550 RCFD 3550 4.b.
------------- ------------------------------------------
c. TEXT 3551 RCFD 3551 4.c.
-----------------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11).................... RCFD 2160 3,699,236 5.

-------------------------
Memorandum Dollars Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes........................ RCFD 5610 0 M.1.
</TABLE>

SCHEDULE RC-G--OTHER LIABILITIES

<TABLE>
<CAPTION>
C435
-----------------------------
Dollars Amounts in Thousands Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2)..................... RCON 3645 47,460 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable).......... RCFD 3646 565,126 1.b.
2. Net deferred tax liabilities(1)....................................................... RCFD 3049 268,231 2.
3. Minority interest in consolidated subsidiaries........................................ RCFD 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item)..................... RCFD 2938 107,113 4.
------------- --------------------------
a. TEXT 3552 RCFD 3552 4.a.
------------- ------------------------------------------
b. TEXT 3553 RCFD 3553 4.b.
------------- ------------------------------------------
c. TEXT 3554 RCFD 3554 4.c.
-----------------------------------------------------------------------------------
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20).................... RCFD 2930 987,930 5.

</TABLE>
- --------------
(1) See discussion of deferred income taxes in Glossary entry on"income taxes."
For savings banks, include "dividends" accrued and unpaid on deposits.

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Legal Title of Bank: Fleet National Bank Page RC-12
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-H--SELECTED BALANCE SHEET ITEMS FOR DOMESTIC OFFICES

<TABLE>
<CAPTION>
--------
C440 <-
--------------------
Domestic Offices
--------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Customers' liability to this bank on acceptances outstanding .................................. 2155 14,235 1.
2. Bank's liability on acceptances executed and outstanding ...................................... 2920 14,235 2.
3. Federal funds sold and securities purchased under agreements to resell ........................ 1350 32,521 3.
4. Federal funds purchased and securities sold under agreements to repurchase .................... 2800 4,526,632 4.
5. Other borrowed money .......................................................................... 3190 1,222,884 5.
EITHER ////////////////////
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs ................... 2163 N/A 6.
OR ////////////////////
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ..................... 2941 1,800,174 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and ////////////////////
IBFs) ......................................................................................... 2192 49,324,712 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and ////////////////////
IBFs) ......................................................................................... 3129 43,104,783 9.
--------------------

Items 10-17 include held-to-maturity and available-for-sale securities in
domestic offices.

--------------------
RCON Bil Mil Thou
--------------------
<S> <C> <C> <C>
10. U.S. Treasury securities ...................................................................... 1779 1,484,069 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed ////////////////////
securities) ................................................................................... 1785 503 11.
12. Securities issued by states and political subdivisions in the U.S. ............................ 1786 186,103 12.
13. Mortgage-backed securities (MBS): ////////////////////
a. Pass-through securities: ////////////////////
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ........................................... 1787 5,490,660 13.a.(1)
(2) Other pass-through securities .......................................................... 1869 4 13.a.(2)
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): ////////////////////
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA ........................................... 1877 0 13.b.(1)
(2) All other mortgage-backed securities ................................................... 2253 481 13.b.(2)
14. Other domestic debt securities ................................................................ 3159 709 14.
15. Foreign debt securities ....................................................................... 3160 97,045 15.
16. Equity securities: ////////////////////
a. Investments in mutual funds ................................................................ 3161 28,870 16.a.
b. Other equity securities with readily determinable fair values .............................. 3162 0 16.b.
c. All other equity securities ................................................................ 3169 311,734 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) ......... 3170 7,600,178 17.
--------------------

Memorandum (to be completed only by banks with ibfs and other "foreign" offices)

--------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EITHER ////////////////////
1. Net due from the IBF of the domestic offices of the reporting bank ............................ 3051 0 M.1.
OR ////////////////////
2. Net due to the IBF of the domestic offices of the reporting bank .............................. 3059 N/A M.2.
--------------------
</TABLE>

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Legal Title of Bank: Fleet National Bank Page RC-13
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-I--SELECTED ASSETS AND LIABILITIES OF IBFs

To be completed only by banks with IBFs and other "foreign" offices.

<TABLE>
<CAPTION>
C445
--------------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)............... 2133 0 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I,
item 12, column A........................................................................... 2076 0 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4,
column A)................................................................................... 2077 0 3.
4. Total IBF liabilities (component of Schedule RC, item 21)................................... 2898 0 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E,
part II, items 2 and 3)..................................................................... 2379 0 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5 and 6).... 2381 0 6.
--------------------
</TABLE>

SCHEDULE RC-K--QUARTERLY AVERAGES(1)

<TABLE>
<CAPTION>
C455
------------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions........................ RCFD 3381 11,877 1.
2. U.S. Treasury securities and U.S. Government agency and corporation
obligations(2).................................................................... RCFD 3382 7,015,138 2.
3. Securities issued by states and political subdivisions in the U.S.(2)............. RCFD 3383 170,402 3.
4. a. Other debt securities(2)....................................................... RCFD 3647 98,284 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock)................................................................. RCFD 3648 347,251 4.b.
5. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs....................................................................... RCFD 3365 34,682 5.
Loans:
a. Loans in domestic offices:
(1) Total loans................................................................ RCON 3360 28,984,270 6.a.(1)
(2) Loans secured by real estate............................................... RCON 3385 11,632,311 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers........ RCON 3386 5,556 6.a.(3)
(4) Commercial and industrial loans............................................ RCON 3387 12,739,363 6.a.(4)
(5) Loans to individuals for household, family, and other personal
expenditures............................................................... RCON 3388 2,145,195 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs...... RCFN 3360 70,538 6.b.
7. Trading assets.................................................................... RCFD 3401 78,267 7.
8. Lease financing receivables (net of unearned income).............................. RCFD 3484 2,345,903 8.
9. Total assets(4)................................................................... RCFD 3368 48,195,765 9.
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS
accounts, and telephone and preauthorized transfer accounts) (exclude demand
deposits)......................................................................... RCON 3485 621,447 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs).......................................... RCON 3486 9,575,516 11.a.
b. Other savings deposits......................................................... RCON 3487 3,366,546 11.b.
c. Time certificates of deposit of $100,000 or more............................... RCON 3345 2,591,101 11.c.
d. All other time deposits........................................................ RCON 3469 7,248,888 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries,
and IBFs.......................................................................... RCFN 3404 1,891,869 12.
13. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs.............................................................................. RCFD 3353 5,441,316 13.
14. Other borrowed money.............................................................. RCFD 3355 1,166,403 14.
-------------------------------
</TABLE>

- ----------
(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-14
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

<TABLE>
<CAPTION>
C460
-----------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties,
e.g., home equity lines.................................................... 3814 1,603,462 1.a.
b. Credit card lines.......................................................... 3815 35,582 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate....................... 3816 447,874 1.c.(1)
(2) Commitments to fund loans not secured by real estate................... 6550 467,237 1.c.(2)
d. Securities underwriting.................................................... 3817 0 1.d.
e. Other unused commitments................................................... 3818 18,958,713 1.e.
2. Financial standby letters of credit and foreign office guarantees............. 3819 2,194,339 2.
a. Amount of financial standby letters of credit conveyed to others
RCFD 3820 85,446 2.a.
3. Performance standby letters of credit and foreign office guarantees........... 3821 173,093 3.
a. Amount of performance standby letters of credit conveyed to others
RCFD 3822 11,025 3.a.
4. Commercial and similar letters of credit...................................... 3411 155,635 4.
5. Participations in acceptances (as described in the instructions)
conveyed to others by the reporting bank...................................... 3428 13,822 5.
6. Participations in acceptances (as described in the instructions)
acquired by the reporting (nonaccepting) bank................................. 3429 11,805 6.
7. Securities borrowed........................................................... 3432 0 7.
8. Securities lent (including customers' securities lent where the customer
is indemnified against loss by the reporting bank)............................ 3433 200,546 8.
9. Loans transferred (i.e., sold or swapped) with recourse that have been
treated as sold for Call Report purposes:
a. FNMA and FHLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date............................................................ 3650 239,132 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date... 3651 239,132 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan
pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date............................................................ 3652 32,676 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date... 3653 32,676 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the
report date............................................................ 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date... 3655 0 9.c.(2)
d. Small business obligations transferred with recourse under Section 208
of the Riegle Community Development and Regulatory Improvement Act
of 1994:
(1) Outstanding principal balance of small business obligations
transferred as of the report date...................................... A249 0 9.d.(1)
(2) Amount of retained recourse on these obligations as of the
report date............................................................ A250 0 9.d.(2)
10. When-issued securities:
a. Gross commitments to purchase............................................. 3434 0 10.a.
b. Gross commitments to sell................................................. 3435 0 10.b.
11. Spot foreign exchange contracts............................................... 8765 1,897,509 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet
derivatives) (itemize and describe each component of this item over 25%
of Schedule RC, item 28, "Total equity capital").............................. 3430 0 12.
a. TEXT 3555 RCFD 3555 12.a.
b. TEXT 3556 RCFD 3556 12.b.
c. TEXT 3557 RCFD 3557 12.c.
d. TEXT 3558 RCFD 3558 12.d.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-15
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-L--CONTINUED

<TABLE>
<CAPTION>
-----------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)
itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital").................................................... 5591 0 13.

------------- --------------------------
a. TEXT 5592 RCFD 5592 13.a.
------------- ------------------------------------------
b. TEXT 5593 RCFD 5593 13.b.
------------- ------------------------------------------
c. TEXT 5594 RCFD 5594 13.c.
------------- ------------------------------------------
d. TEXT 5595 RCFD 5594 13.d.
-----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------
C461
---------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- ------------------------------ Contracts Contracts Contracts Other Contracts
Off-balance Sheet Derivatives ---------------------------------------------------------------------------------------
Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou
- ------------------------------ ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
14. Gross amounts (e.g.,
notional amounts) (for each
column, sum of items 14.a
through 14.e must equal
sum of items 15, 16.a, and
16.b):
---------------------- --------------------- --------------------- --------------------

744,062 0 0 42,510 14.a.
---------------------- --------------------- --------------------- --------------------
a. Futures contracts...... RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
---------------------- --------------------- --------------------- --------------------

b. Forward contracts...... 2,569,500 1,809,728 0 27,422 14.b.
---------------------- --------------------- --------------------- --------------------
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
---------------------- --------------------- --------------------- --------------------

c. Exchange-traded option
contracts:
---------------------- --------------------- --------------------- --------------------
(1) Written options.... 0 0 0 0 14.c.(1)
---------------------- --------------------- --------------------- --------------------
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
---------------------- --------------------- --------------------- --------------------

(2) Purchased options.. 902,500 0 0 1,746 14.c.(2)
---------------------- --------------------- --------------------- --------------------

d. Over-the-counter option
contracts: RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
---------------------- --------------------- --------------------- --------------------
(1) Written options.... 1,251,332 1,443 0 0 14.d.(1)

---------------------- --------------------- --------------------- --------------------
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
---------------------- --------------------- --------------------- --------------------

(2) Purchased options.. 13,125,235 1,443 0 0 14.d.(2)
---------------------- --------------------- --------------------- --------------------
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716

---------------------- --------------------- --------------------- --------------------

e. Swaps.................. 18,810,986 0 0 0 14.e.
---------------------- --------------------- --------------------- --------------------
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
---------------------- --------------------- --------------------- --------------------

15. Total gross notional
amount of derivative
contracts held for
trading................... 5,345,761 1,812,614 0 1,746 15.
---------------------- --------------------- --------------------- --------------------
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724

---------------------- --------------------- --------------------- --------------------

16. Total gross notional
amount of derivative
contracts held for
purposes other than
trading:
---------------------- --------------------- --------------------- --------------------
a. Contracts not marked to
market................. 3,930,500 0 0 42,510 16.a.
---------------------- --------------------- --------------------- --------------------
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
---------------------- --------------------- --------------------- --------------------

b. Contracts not marked
to market.............. 28,127,354 0 0 27,422 16.b.
---------------------- --------------------- --------------------- --------------------
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
---------------------- --------------------- --------------------- --------------------
</TABLE>

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-16
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC--L--CONTINUED

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
- ----------------------------- Contracts Contracts Contracts Other Contracts
Off-balance Sheet Derivatives -------------------------------------------------------------------------------------
Position Indicators RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values of
derivative contracts:
a. Contracts held for
trading:
(1) Gross positive
fair value............. 8733 29,453 8734 18,658 8735 0 8736 61 17.a.(1)
(2) Gross negative
fair value............. 8737 20,216 8738 13,862 8739 0 8740 0 17.a.(2)
b. Contracts held for
purposes other than
trading that are marked
to market:
(1) Gross positive
fair value............. 8741 655 8742 0 8743 0 8744 2,261 17.b.(1)
(2) Gross negative
fair value 8745 4,613 8746 0 8747 0 8748 0 17.b.(2)
c. Contracts held for
purposes other than
trading that are not
marked to market:
(1) Gross positive
fair value............. 8749 67,825 8750 0 8751 0 8752 123 17.c.(1)
(2) Gross negative
fair value............. 8753 112,527 8754 0 8755 0 8756 0 17.c.(2)
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the
unused portions of commitments
that are fee paid or otherwise legally binding)................................................. 3833 16,723,351 M.3.
a. Participations in commitments with an original maturity ------------------------
exceeding one year conveyed to others............................. RCFD 3834 | 1,632,422 M.3.a.
------------------------
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial and performance) issued
to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above............... 3377 332,359 M.4.
5. Installment loans to individuals for household, family, and other personal expenditures that
have been securitized and sold without recourse (with servicing retained), amounts outstanding
by type of loan:
a. Loans to purchase private passenger automobiles (to be completed for the
September report only)....................................................................... 2741 6,842 M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY)................................... 2742 0 M.5.b.
c. All other consumer installment credit (including mobile home loans) (to be completed for the
September report only)....................................................................... 2743 0 M.5.c.
---------------------------
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-17
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-M--MEMORANDA

<TABLE>
<CAPTION>
C465
-------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal
shareholders, and their related interests as of the report date:

a. Aggregate amount of all extensions of credit to all executive officers, directors,
principal shareholders, and their related interests...................................... 6164 550,070 1.a

b. Number of executive officers, directors, and principal shareholders to whom the amount of
all extensions of credit by the reporting bank (including extensions of credit to related
interests) equals or exceeds the lesser of $500,000 or 5 percent Number
----------------
of total capital as defined for this purpose in agency regulations. RCFD 6165 22 1.b
----------------
2. Federal funds sold and securities purchased under agreements to resell with U.S. branches
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b)............... 3405 0 2.

3. Not applicable.

4. Outstanding principal balance of 1-4 family residential mortgage loans
serviced for others (include both retained servicing and purchased
servicing):

a. Mortgages serviced under a GNMA contract ................................................ 5500 25,856,990 4.a.

b. Mortgages serviced under a FHLMC contract:

(1) Serviced with recourse to servicer................................................... 5501 54,298 4.b.(1)

(2) Serviced without recourse to servicer................................................ 5502 34,252,992 4.b.(2)

c. Mortgages serviced under a FNMA contract:

(1) Serviced under a regular option contract............................................. 5503 184,834 4.c.(1)

(2) Serviced under a special option contract............................................. 5504 40,751,543 4.c.(2)

d. Mortgages serviced under other servicing contracts....................................... 5505 11,239,928 4.d.

5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items
5.a and 5.b must equal Schedule RC, item 9):

a. U.S. addressees (domicile)............................................................... 2103 14,104 5.a.

b. Non-U.S. addressees (domicile)........................................................... 2104 131 5.b.

6. Intangible assets:

a. Mortgage servicing rights............................................................... 3164 1,534,859 6.a.

b. Other identifiable intangible assets:

(1) Purchased credit card relationships................................................. 5506 0 6.b.(1)

(2) All other identifiable intangible assets............................................ 5507 116,198 6.b.(2)

c. Goodwill................................................................................ 3163 660,177 6.c.

d. Total (sum of items 6.a through 6.c) (must equal schedule RC, item 10).................. 2143 2,311,234 6.d.

e. Amount of intangible assets (included in item 6.b. (2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes............... 6442 0 6.e.

7. Mandatory convertible debt, net of common or perpetual stock dedicated to redeem the debt.. 3295 75,000 7.

</TABLE>

- ------------
(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-18
FDIC Certificate No.: 0 2 4 9 9
-----------

SCHEDULE RC-M--CONTINUED

<TABLE>
<CAPTION>
-------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures........................ RCFD 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices...................... RCON 5508 2,221 8.a.(2)(a)
(b) Farmland in domestic offices............................................... RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices...................... RCON 5510 9,228 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices......... RCON 5511 441 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices...................... RCON 5512 10,894 8.a.(2)(e)
(f) In foreign offices......................................................... RCFN 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (Must equal Schedule RC, item 7)...... RCFD 2150 22,784 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures........................ RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies.. RCFD 5375 0 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8)...... RCFD 2130 0 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies............... RCFD 5376 0 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus".............................. RCFD 3778 125,000 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include
proprietary, private label, and third party products):
a. Money market funds................................................................. RCON 6441 129,353 10.a.
b. Equity securities funds............................................................ RCON 8427 105,157 10.b.
c. Debt securities funds.............................................................. RCON 8428 10,646 10.c.
d. Other mutual funds................................................................. RCON 8429 0 10.d.
e. Annuities.......................................................................... RCON 8430 97,532 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above)........................................................................ RCON 8784 220,741 10.f.
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
--------------------
Memorandum Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report only):
a. Reciprocal holdings of banking organizations' capital instruments....................... 3836 N/A M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments.................... 3837 N/A M.1.b.
--------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-19
FDIC Certificate No.: 0 2 4 9 9
-----------

SCHEDULE RC-N--PAST DUE AND NONACCRUAL LOANS, LEASES,
AND OTHER ASSETS

The FFIEC regards the information reported in ----all of Memorandum item 1, in
items 1 through 10, C470 column A, and in Memorandum items 2 through 4,
- -------------------------------------------------------------- <-
column A, as confidential. (Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual
30 through 89 days or more
days and still and still
accruing accruing
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate: ////////////////// ////////////////// //////////////////
a. To U.S. addresses (domicile) ................. 1245 1246 63,732 1247 236,175 1.a.
b. To non-U.S. addressees (domicile) ............ 1248 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances ///// ////////////////// //////////////////
of other banks: ///// ////////////////// //////////////////
a. To U.S. banks and other U.S. depository ///// ////////////////// //////////////////
institutions ................................. 5377 5378 160 5379 0 2.a.
b. To foreign banks ............................. 5380 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and ///// ////////////////// //////////////////
other loans to farmers .......................... 1594 1597 0 1583 715 3.
4. Commercial and industrial loans: ///// ////////////////// //////////////////
a. To U.S. addressees (domicile) ................ 1251 1252 5,283 1253 60,030 4.a.
b. To non-U.S. addressees (domicile) ............ 1254 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, and ///// ////////////////// //////////////////
other personal expenditures: ///// ////////////////// //////////////////
a. Credit cards and related plans ............... 5383 5384 1,272 5385 968 5.a.
b. Other (includes single payment, installment, ///// ////////////////// //////////////////
and all student loans) ....................... 5386 5387 22,269 5388 9,380 5.b.
6. Loans to foreign governments and official ///// ////////////////// //////////////////
institutions .................................... 5389 5390 0 5391 0 6.
7. All other loans ................................. 5459 5460 7,982 5461 645 7.
8. Lease financing receivables: ///// ////////////////// //////////////////
a. Of U.S. addressees (domicile) ................ 1257 1258 114 1259 5,194 8.a.
b. Of non-U.S. addressees (domicile) ............ 1271 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other ///// ////////////////// //////////////////
real estate owned and other repossessed assets) . 3505 3506 0 3507 25,944 9.
----- ------------------ ------------------

Amounts reported in items 1 through 8 above include guaranteed portions of past
due and nonaccrual loans and leases. Report in item 10 below certain guaranteed
loans and have already been included in the amounts reported in items 1 through
8.

------------------ ------------------ ------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
10. Loans and leases reported in items 1 ------------------ ------------------ ------------------
through 8 above which are wholly or partially ///// ////////////////// //////////////////
guaranteed by the U.S. Government ............... 5612 5613 16,166 5614 15,817 10.
a. Guaranteed portion of loans and leases ///// ////////////////// //////////////////
included in item 10 above .................... 5615 5616 15,781 5617 11,488 10.a.
------------------ ------------------ ------------------
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-20
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-N -- CONTINUED

<TABLE>
<CAPTION>
C473
------

(Column A) (Column B) (Column C)
Past Due Past Due 90 Nonaccrual
30 through 89 days or more
days and still and still
Memoranda accruing accruing
------------------ ------------------ ------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
--------------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
1. Restructured loans and leases included in ////
Schedule RC-N, items 1 through 8, above (and not ////
reported in Schedule RC-C, part I, Memorandum ////
item 2).............................................. 1658
2. Loans to finance commercial real estate, ////
construction, and land development activities ////
(not secured by real estate) included in ///// ////////////////// //////////////////
Schedule RC-N, items 4 and 7, above................. 6558 6559 0 6560 2,851 M.2.
---- ------------------ ------------------

3. Loans secured by real estate in domestic offices RCON RCON Bil Mil Thou RCON Bil Mil Thou
---- ------------------ ------------------
(included in Schedule RC-N, item 1, above): ///// ////////////////// //////////////////
a. Construction and land development................ 2759 2769 589 3492 22,571 M.3.a.
b. Secured by farmland.............................. 3493 3494 0 3495 159 M.3.b.
c. Secured by 1-4 family residential properties: ///// ////////////////// //////////////////
(1) Revolving, open-end loans secured by ///// ////////////////// //////////////////
1-4 family residential properties and ///// ////////////////// //////////////////
extended under lines of credit............... 5398 5399 3,769 5400 13,509 M.3.c.(1)
(2) All other loans secured by 1-4 family ///// ////////////////// //////////////////
residential properties....................... 5401 5402 53,378 5403 90,447 M.3.c.(2)
d. Secured by multifamily (5 or more) residential ///// ////////////////// //////////////////
properties....................................... 3499 3500 774 3501 9,472 M.3.d.
e. Secured by nonfarm nonresidential properties..... 3502 3503 5,222 3504 100,017 M.3.e.
---- ------------------ ------------------
</TABLE>

---- ------------------
(Column B)
Pa Past due 90
thr? days or more
---- ------------------
RCFD RCFD Bil Mil Thou
---- ------------------
<S> <C> <C>
4. Interest rate, foreign exchange rate, and other ///// //////////////////
commodity and equity contracts: ///// //////////////////
a. Book value of amounts carried as assets.......... 3522 3528 0 M.4.a.
b. Replacement cost of contracts with a ///// //////////////////
positive replacement cost........................ 3529 3530 0 M.4.b.

</TABLE>

<PAGE>
<TABLE>
<S> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590
Address: One Monarch Place Page RC-21
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: |0|2|4|9|9|
SCHEDULE RC-O -- OTHER DATA FOR DEPOSIT INSURANCE ASSESSMENTS
</TABLE>

<TABLE>
<CAPTION>
C475
-----------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------- -----------------------
<S> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits....................................... 0030 64 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits.................... 0031 N/A 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1)....... 0032 N/A 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits...................................... 3510 64 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits................... 3512 N/A 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1)...... 3514 N/A 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not
included in total deposits in domestic offices)............................... 3520 145,532 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured
branches in Puerto Rico and U.S. territories and possessions (not included in
total deposits):
a. Demand deposits of consolidated subsidiaries............................... 2211 194,247 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries.................. 2351 17,598 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries....... 5514 9 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories
and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)... 2229 0 5.a.
b. Time and savings deposits(1) in insured branches (included
in Schedule RC-E, Part II)................................................. 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches
(included in Schedule RC-G, item 1.b)...................................... 5515 0 5.c.

Item 6 is not applicable to state nonmember banks that have not been authorized
by the Federal Reserve to act as pass-through correspondents.

6. Reserve balances actually passed through to the Federal Reserve by the
reporting bank on behalf of its respondent depository institutions that are
also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I,
item 4 or 5, column B)..................................................... 2314 0 6.a.
b. Amount reflected in time and savings deposits(1) (included in
Schedule RC-E, Part I, item 4 or 5, column A or C, but not column B)....... 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums....................................................... 5516 786 7.a.
b. Unamortized discounts...................................................... 5517 0 7.b.
- -------------------------------------------------------------------------------------------------------------------------
8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits" of all institutions acquired under
Section 5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC
Oakar Transaction Worksheet(s))............................................... 5518 2,188,589 8.
- -------------------------------------------------------------------------------------------------------------------------
9. Deposits in lifeline accounts................................................. 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in
total deposits in domestic offices)........................................... 8432 0 10.
</TABLE>

- ---------------
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.

<PAGE>

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-22
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-O--CONTINUED

------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11. Adjustments to demand deposits in domestic offices reported in Schedule RC-E for //////////////////
certain reciprocal demand balances: //////////////////
a. Amount by which demand deposits would be reduced if reciprocal demand balances //////////////////
between the reporting bank and savings associations were reported on a net basis //////////////////
rather than a gross basis in Schedule RC-E ............................................... 8785 0 11.a.
b. Amount by which demand deposits would be increased if reciprocal demand balances //////////////////
between the reporting bank and U.S. branches and agencies of foreign banks were //////////////////
reported on a gross basis rather than a net basis in Schedule RC-E ....................... A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of //////////////////
collection were included in the calaculation of net reciprocal demand balances between //////////////////
the reporting bank and the domestic offices of U.S. banks and savings associations //////////////////
in Schedule RC-E ......................................................................... A182 0 11.c.
------------------
</TABLE>
<TABLE>
<CAPTION>

Memoranda (To Be Completed Each Quarter Except As Noted)

------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and //////////////////
1.b.(1) must equal Schedule RC, item 13.a): //////////////////
a. Deposit accounts of $100,000 or less: //////////////////
(1) Amount of deposit accounts of $100,000 or less ....................................... 2702 18,512,871 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number //////////////////
--------------------------
completed for the June report only) ....................... RCON 3779 N/A ////////////////// M.1.a.(2)
--------------------------
b. Deposit accounts of more than $100,000: //////////////////
(1) Amount of deposit accounts of more than $100,000 ..................................... 2710 15,061,441 M.1.b.(1)
Number //////////////////
--------------------------
(2) Number of deposit accounts of more than $100,000 .......... RCON 2722 28,530 ////////////////// M.1.b.(2)
----------------------------------------------
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the
number of deposit accounts of more than $100,000 reported in Memorandum
item 1.b.(2) above by $100,000 and subtracting the result from the amount
of deposit accounts of more than $100,000 reported in Memorandum item
1.b.(1) above.

Indicate in the appropriate box at the right whether your bank has a method or YES NO
procedure for determining a better estimate of uninsured deposits than the ------------------
estimate described above ................................................................. 6861 /// x M.2.a.
------------------
RCON Bil Mil Thou
b. If the box marked YES has been checked, report the estimate of uninsured deposits ------------------
determined by using your bank's method or procedure ...................................... 5597 N/A M.2.b.
------------------

- -----------------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: C477 <-
----
Pamela S. Flynn, Vice President (401) 278-5194
- ------------------------------------------------------------------------------ --------------------------------------------
Name and Title (TEXT 8901) Area code/phone number/extension (TEXT 8902)

</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Address: One Monarch Place Page RC-23
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------
</TABLE>

SCHEDULE RC-R--CONTINUED

This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1995,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 through 3 below or Schedule RC-R
in its entirety, depending on their response to item 1 below.

<TABLE>
<S> <C> <C> <C> <C>
--------------
C480
1. Test for determining the extent to which Schedule RC-R must be completed. To be ---------------
completed only by banks with total assets of less than $1 billion. Indicate in the Yes No
appropriate box at the right whether the bank has total capital greater than or -------------------------
equal to eight percent of adjusted total assets ..................................... RCFD 6056 1.
-------------------------
For purposes of this test, adjusted total assets equals total assets less
cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent of
U.S. Government-sponsored agency obligations plus the allowance for loan and
lease losses and selected off-balance sheet items as reported on Schedule
RC-L (see instructions).
If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box marked NO has been checked, the bank must
complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.
-----------------------------------------------------------------
NOTE: All banks are required to complete items 2 and 3 below.
See optional worksheet for items 3.a through 3.f. ------------------------------------------
----------------------------------------------------------------- (Column A) (Column B)
Dollar Amounts in Thousands Subordinated Debt(1) Other
- ---------------------------------------------------------------------- and Intermediate Limited-Life
2. Subordinated debt(1) and other limited-life capital instruments Term Preferred Stock Capital Instruments
(original weighted average maturity of at least five years) -------------------- --------------------
with a remaining maturity of: RDFD Bil Mil Thou RCFD Bil Mil Thou
------------------------------------------
a. One year or less................................................ 3780 25,737 3786 0 2.a.
b. Over one year through two years................................. 3781 737 3787 0 2.b.
c. Over two years through three years.............................. 3782 10,745 3788 0 2.c.
d. Over three years through four years............................. 3783 0 3789 0 2.d.
e. Over four years through five years.............................. 3784 0 3790 0 2.e.
f. Over five years................................................. 3785 1,101,000 3791 0 2.f.
------------------------------------------
3. Amounts used in calculated regulatory capital ratios (report amounts
determined by the bank for its own internal regulatory capital --------------------
analyses consistent with applicable capital standards): RCFD Bil Mil Thou
--------------------
a. Tier 1 capital........................................................................ 8274 3,659,643 3.a.
b. Tier 2 capital........................................................................ 8275 1,757,001 3.b.
c. Total risk-based capital.............................................................. 3792 5,416,644 3.c.
d. Excess allowance for loan and lease losses............................................ A222 264,213 3.d.
e. Risk-weighted assets (net of all deductions, including excess allowance).............. A223 45,860,269 3.e.
f. "Average total assets" (net of all assets deducted from Tier 1 capital)(2)............ A224 47,419,390 3.f.
------------------------------------------
(Column A) (Column B)
Items 4-9 and Memoranda items 1 and 2 are to be completed Assets Credit Equiv-
by banks that answered NO to Item 1 above and Recorded alent Amount
by banks with total assets of $1 billion or more. on the of Off-Balance
Balance Sheet Sheet Items(3)
-------------------- --------------------
4. Assets and credit equivalent amounts of off-balance sheet items RCFD Bil Mil Thou RCFD Bil Mil Thou
assigned to the Zero percent risk category: -------------------- --------------------
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and claims
unconditionally guaranteed by, the U.S. Government
and its agencies and other OECD central governments......... 3794 2,335,793 4.a.(1)
(2) All other................................................... 3795 968,339 4.a.(2)
b. Credit equivalent amount of off-balance sheet items............. 3796 296,454 4.b.
------------------------------------------

</TABLE>

- ----------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.
(2) Do not deduct excess allowance for loan and lease losses.
(3) Do not report in column B the risk-weighted amount of assets reported in
column A.

<PAGE>
Call Date: 9/30/96 ST-BK: 25-0590 FFIEC 031
Legal Title of Bank: Fleet National Bank Page RC-24
Address: One Monarch Place
City, State Zip: Springfield, MA 01102
FDIC Certificate No.: 0 2 4 9 9
---------

SCHEDULE RC-R--CONTINUED

(Column A) (Column B)
Assets Credit Equiv-
Recorded alent Amount
on the of Off-Balance
Balance Sheet Sheet Items(1)
----------------------- -----------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
- ------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S.
Government and its agencies and other OECD
central governments................................ 3798 692,459 5.a.(1)
(2) Claims collateralized by securities issued by the
U.S. Government and its agencies and other OECD
central governments; by securities issued by
U.S. Government-sponsored agencies; and by cash
on deposit......................................... 3799 0 5.a.(2)
(3) All other.......................................... 3800 8,538,080 5.a.(3)
b. Credit equivalent amount of off-balance sheet items.... 3801 926,409 5.b.
6. Assets and credit equivalent amounts of off-balance
sheet items assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet................... 3802 5,601,621 6.a.
b. Credit equivalent amount of off-balance sheet items.... 3803 413,089 6.b.
7. Assets and credit equivalent amount of off-balance
sheet items assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet................... 3804 32,091,416 7.a.
b. Credit equivalent amount of off-balance sheet items.... 3805 9,770,697 7.b.
8. Balance sheet asset values excluded from the
calculation of the risk-based capital ratio(2)............ 3806 24,268 8.
9. Total assets recorded on the balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a, and 8, column A) (must equal
Schedule RC, item 12 plus items 4.b and 4.c).............. 3807 50,251,976 9.
</TABLE>

Dollar Amounts in Thousands RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C>
1. Current credit exposure across all off-balance sheet derivative contracts
covered by the risk-based capital standards........................................ 8764 118,571 M.1

</TABLE>

With a remaining maturity of
------------------------------------------------------------------------------------
(Column A) (Column B) (Column C)
One year or less Over one year Over five years
through five years
------------------------------------------------------------------------------------
RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2. Notional principal amounts
of off-balance sheet
derivative contracts(3):
a. Interest rate
contracts................. 3809 8,972,794 8766 20,272,746 8767 719,181 M.2.a.
b. Foreign exchange
contracts................. 3812 1,431,018 8769 52,587 8770 0 M.2.b.
c. Gold contracts............ 8771 15,034 8772 0 8773 0 M.2.c.
d. Other previous metals
contracts................. 8774 14,134 8775 0 8776 0 M.2.d.
e. Other commodity
contracts................. 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative
contracts................. A000 0 A001 0 A002 0 M.2.f.
</TABLE>

(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-balance
sheet asset values (or portions thereof) of off-balance sheet interest rate,
foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8
margin accounts and accrued receivables not included in the calculation of
credit equivalent amounts of off-balance sheet derivatives as well as any
portion of the allowance for loan and lease losses in excess of the amount
that may be included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.

<PAGE>
Legal Title of Bank: Fleet National Bank Call Date: 9/30/96
Address: One Monarch Place ST-BK: 25-0590 FFIEC 031
City, State Zip: Springfield, MA 01102 Page RC-25
FDIC Certificate No.: 0 2 4 9 9
----------

OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS
REPORTED IN THE REPORTS OF CONDITION AND INCOME
AT CLOSE OF BUSINESS ON SEPTEMBER 30, 1996

FLEET NATIONAL BANK SPRINGFIELD MASSACHUSETTS
- ---------------------------- -------------------, ----------------------
Legal Title of Bank City State

The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."

The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.

All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who thereby
attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.

The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY

<PAGE>

PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
- -------------------------------------------------------------------------------
No comment [X] (RCON 6979) C471 C472 <-

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)

/s/ Guo DeRosa 10/24/96
-------------------------------------- -----------------
Signature of Executive Officer of Bank Date of Signature

EXHIBIT 99.1
<PAGE>

LETTER OF TRANSMITTAL

DOLLAR FINANCIAL GROUP, INC.

Offer for all Outstanding
107/8% Senior Notes Due 2006
in Exchange for
107/8% Series A Senior Notes Due 2006,
Which Have Been Registered Under
the Securities Act of 1933, As Amended,
Pursuant to the Prospectus, dated , 1997

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

Delivery To: Fleet National Bank, Exchange Agent

By Mail:
Fleet National Bank
Corporate Trust Operations
CT/OP/0238
P.O. Box 1440
777 Main Street
Hartford, Connecticut 06143

Attention: Patricia Williams

By Overnight Courier:
Fleet Bank
Corporate Trust Operations
CT/OP/0238
One Talcott Plaza
Hartford, Connecticut 06106

Attn: Patricia Williams

By Facsimile:
(860) 986-7908

Confirm by Telephone:
(860) 986-1271

<PAGE>

Delivery of this instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.

The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated _________, 1997 (the "Prospectus"), of Dollar Financial
Group, Inc., a New York corporation (the "Company"), and this Letter of
Transmittal (the "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to
$110,000,000 of its 107/8% Series A Senior Notes Due 2006 (the "New Notes") of
the Company, which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), of the Company for a like principal amount of
the issued and outstanding 107/8% Senior Notes Due 2006 (the "Old Notes") of the
Company from the registered holders (the "Holders") thereof.

For each Old Note accepted for exchange, the Holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. The New Notes will bear interest from the most recent date
to which interest has been paid on the Old Notes or, if no interest has been
paid on the Old Notes, from November 15, 1996. Accordingly, registered holders
of New Notes on the relevant record date for the first interest payment date
following the consummation of the Exchange Offer will receive interest accruing
from the most recent date to which interest has been paid or, if no interest has
been paid, from November 15, 1996. Old Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange Offer.
Holders whose Old Notes are accepted for exchange will not receive any payment
in respect of accrued interest on such Old Notes otherwise payable on any
interest payment date the record date for which occurs on or after consummation
of the Exchange Offer.

This Letter is to be completed by a Holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer -- Book-Entry Transfer" section of the Prospectus. Holders of Old
Notes whose certificates are not immediately available, or who are unable to
deliver their certificates or confirmation of the book-entry tender of their Old
Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and has
signed this Letter to indicate the action the undersigned desires to take with
respect to the Exchange Offer.

<PAGE>

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated below. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or to the order of, the Company all right, title and interest
in and to such Old Notes as are being tendered hereby.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the undersigned, that neither the Holder of such Old Notes nor any such other
person has an arrangement or understanding with any person to participate in the
distribution of such New Notes and that neither the Holder of such Old Notes nor
any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company.

The undersigned also acknowledges that this Exchange Offer is being
made in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred by
Holders thereof (other than any such Holder which is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary course
of such Holders' business and such Holders have no arrangement with any person
to participate in a distribution of such New Notes. However, the SEC has not
considered the Exchange Offer in the context of a no-action letter and there can
be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of New Notes and has no
arrangement or understanding to participate in a distribution of New Notes. If
any Holder is an affiliate of the Company, is engaged in or intends to engage
in, or has any arrangement or understanding with any person to participate in, a
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
such Holder (i) could not rely on the applicable interpretations of the staff of
the SEC and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. If
the undersigned is a broker-dealer that will receive New Notes for its own
account pursuant to the Exchange Offer, it represents that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes

3
<PAGE>

tendered hereby. All authority conferred or agreed to be conferred in this
Letter and every obligation of the undersigned hereunder shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer -- Withdrawal Rights" section of the Prospectus.

Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated below maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown below in the box entitled
"Description of Old Notes."

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD NOTES AS SET FORTH IN SUCH BOX BELOW.

4
<PAGE>

List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES 1 2 3
- --------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Certificate Aggregate Principal Principal Amount
(Please fill in, if blank) Number(s)* Amount of Old Note(s) Tendered**
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
Total
- --------------------------------------------------------------------------------------------------------------------
<FN>
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in
column 2. See Instruction 2. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
- --------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution
---------------------------------------------

Account Number_____________________ Transaction Code Number_______________

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)___________________________________________

Window Ticket Number (if any)_____________________________________________

Date of Execution of Notice of Guaranteed Delivery________________________

Name of Institution which guaranteed delivery_____________________________

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number_______________________ Transaction Code Number_____________

5
<PAGE>

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.

Name:_____________________________________________________________________

Address:__________________________________________________________________

<PAGE>

If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

SPECIAL ISSUANCE INSTRUCTIONS (See
Instructions 3 and 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be issued in the name of and sent to someone other than the person
or persons whose signatures(s) appear(s) on this Letter above, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.

Issue: New Notes and/or Old Notes to:

Name(s)_________________________________________________________________________
(Please type or print)

________________________________________________________________________________
(Please type or print)

Address_________________________________________________________________________

________________________________________________________________________________
(City, State, Zip Code)

(Complete Substitute Form W-9)

[_] Credit unexchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.

________________________________________________________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 3 and 4)

To be completed ONLY if certificates for Old Notes not exchanged and/or
New Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at an
address other than shown in the box entitled "Description of Old Notes" on this
Letter above.

Mail: New Notes and/or Old Notes to:

Name(s)_________________________________________________________________________
(Please type or print)

________________________________________________________________________________
(Please type or print)

Address_________________________________________________________________________

________________________________________________________________________________
(City, State, Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

7
<PAGE>

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ATTACHED HERETO)

DATED: , 1997
--------------------------------------------------------------------
X , , 1997
-------------------------------------- -------------------------
X , , 1997
-------------------------------------- -------------------------
SIGNATURE(S) OF OWNER DATE

AREA CODE AND TELEPHONE NUMBER

IF A HOLDER IS TENDERING ANY OLD NOTES, THIS LETTER MUST BE SIGNED BY
THE REGISTERED HOLDER(S) AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE OLD NOTES OR BY ANY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S)
BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A
TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, OFFICER OR OTHER PERSON ACTING
IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH FULL TITLE. SEE
INSTRUCTION 3.

NAME(S):
--------------------------------------------------------------
--------------------------------------------------------------
(PLEASE TYPE OR PRINT)

CAPACITY:
--------------------------------------------------------------
ADDRESS:
--------------------------------------------------------------
(INCLUDING ZIP CODE)

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)

SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION:_______________________________________________
(AUTHORIZED SIGNATURE)

--------------------------------------------------------------
(TITLE)

--------------------------------------------------------------
(NAME AND FIRM)

DATED: , 1997
-------------------------------------------------------

8
<PAGE>
INSTRUCTIONS

Forming Part of the Terms and Conditions of the
Exchange Offer for the 107/8% Senior Notes Due
2006 in Exchange for the
107/8% Series A Senior Notes Due 2006 of Dollar Financial Group, Inc.,
Which Have Been Registered Under the Securities Act of 1933, As Amended,
Pursuant to the Prospectus, dated , 1997

1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

This Letter is to be completed by Holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer -- Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

Holders whose certificates for Old Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer
- -- Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution (as
defined in Instruction 3), (ii) on or prior to the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex, facsimile
transmission, mail or hand delivery), setting forth the name and address of the
Holder of Old Notes and the amount of Old Notes tendered stating that the tender
is being made thereby and guaranteeing that within three New York Stock Exchange
("NYSE") trading days after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Old Notes, or a
Book-Entry Confirmation, and any other documents required by the Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for transfer,
or Book-Entry Confirmation, as the case may be, and all other documents required
by this Letter, are deposited by the Eligible Institution within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering Holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing
be registered mail, properly insured, with return receipt requested, and made
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date.

See "The Exchange Offer" section of the Prospectus.

9
<PAGE>

2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).

If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Old Notes to be tendered in the box above entitled
"Description of Old Notes -- Principal Amount Tendered." A reissued certificate
representing the balance of non-tendered Old Notes will be sent to such
tendering Holder, unless otherwise provided in the appropriate box of this
Letter, promptly after the Expiration Date. All of the Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.

3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS, GUARANTEE OF
SIGNATURES.

If this Letter is signed by the registered Holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.

If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this letter as there are different registrations of certificates.

When this Letter is signed by the registered Holder or Holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered Holder, then endorsements of any certificates transmitted hereby
or separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an institution that is a member of a Signature Guarantee Program
recognized by the Exchange Agent (i.e., the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York
Stock Exchange Medallion Signature Program (MSP)) (an "Eligible Institution").

If this Letter is signed by a person other than the registered Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed and accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF
OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED
THE

10
<PAGE>

BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS"
ON THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering Holders of Old Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer identification
or social security number of the person named must also be indicated. Holders
tendering Old Notes by book-entry transfer may request that Old Notes not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such Holder may designate hereon. If no such instructions are given,
such Old Notes not exchanged will be returned to the name and address of the
person signing this Letter.

5. TAX IDENTIFICATION NUMBER.

Federal income tax law generally requires that a tendering Holder whose
Old Notes are accepted for exchange must provide the Company (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on the Substitute
Form W-9 attached hereto, which, in the case of a tendering Holder who is an
individual, is his or her social security number. If the Company is not provided
with the current TIN or an adequate basis for an exemption, such tendering
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, delivery to such tendering Holder of New Notes may be subject to
backup withholding in an amount equal to 31% of all reportable payments made
after the exchange. If withholding results in an overpayment of taxes, a refund
may be obtained.

Exempt Holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

To prevent backup withholding, each tendering Holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 attached hereto,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the
Holder has not been notified by the Internal Revenue Service that such Holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the Holder that
such Holder is no longer subject to backup withholding. If the tendering Holder
of Old Notes is a nonresident alien or foreign entity not subject to backup
withholding, such Holder must give the Company a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Old Notes are in more than one name or are not in the name of the actual owner,
such Holder should consult the W-9 Guidelines for information on which TIN to
report. If such Holder does not have a TIN, such Holder should consult the W-9
Guidelines for instructions on applying for a TIN, check the box in Part 2 of
the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
Checking this box and writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If such Holder does not provide its TIN to the Company within
60 days, backup withholding will begin and will continue until such Holder
furnishes its TIN to the Company.

11
<PAGE>

6. TRANSFER TAXES.

The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or to its order pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Old Notes not exchanged are to be delivered
to, or are to be registered or issued in the name of, any person other than the
registered Holder of Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of Old
Notes to the Company or to its order pursuant to the Exchange Offer, the amount
of any such transfer taxes (whether imposed on the registered Holder or any
other persons) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering Holder.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.

7. WAIVER OF CONDITIONS.

The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS.

No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.

Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

Any Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.

12
<PAGE>

TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instruction 5)

PAYOR'S NAME: [ ]
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN:_________________________
TIN IN THE BOX AT RIGHT AND __
FORM W-9 CERTIFY BY SIGNING AND Social Security Number or
DATING BELOW. Employer Identification
DEPARTMENT OF THE Number
TREASURY
INTERNAL REVENUE
SERVICE
PAYOR'S REQUEST FOR
TAXPAYER
IDENTIFICATION NUMBER
("TIN")
AND CERTIFICATION
------------------------------------------------------------------------------------------------
Part 2 - TIN Applied for |_|
------------------------------------------------------------------------------------------------
CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY
THAT:
(1) The number shown on this form is my
correct Taxpayer Identification
Number (or I am waiting for a number
to be issued to me.).
* (2) I am not subject to backup with-
holding either because: (a) I am
exempt from backup withholding, or
(b) I have not been notified by the
Internal Revenue Service (the "IRS")
that I am subject to backup
withholding as a result of failure to
report all interest or dividends, or
(c) the IRS has notified me that I am
no longer subject to backup
withholding, and
(3) any other information provided on
this form is true and correct.

SIGNATURE___________________________________DATE____________
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
* You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding.
- ---------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF THE SUBSTITUTE FORM W-9 ABOVE
================================================================================
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.

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Signature Date
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EXHIBIT 99.2
<PAGE>

NOTICE OF GUARANTEED DELIVERY FOR
DOLLAR FINANCIAL GROUP, INC.

THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED TO
ACCEPT THE EXCHANGE OFFER OF DOLLAR FINANCIAL GROUP, INC. (THE "COMPANY") MADE
PURSUANT TO THE PROSPECTUS, DATED , 1997 (THE "PROSPECTUS"), IF
CERTIFICATES FOR THE OUTSTANDING 10-7/8% SENIOR NOTES DUE 2006 OF THE COMPANY
(THE "OLD NOTES") ARE NOT IMMEDIATELY AVAILABLE OR IF THE PROCEDURE FOR
BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY BASIS OR TIME WILL NOT
PERMIT ALL REQUIRED DOCUMENTS TO REACH THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE OF THE EXCHANGE OFFER. SUCH FORM MAY
BE DELIVERED OR TRANSMITTED BY TELEGRAM, TELEX, FACSIMILE TRANSMISSION, MAIL OR
HAND DELIVERY TO FLEET NATIONAL BANK (THE "EXCHANGE AGENT") AS SET FORTH BELOW.
IN ADDITION, IN ORDER TO UTILIZE THE GUARANTEED DELIVERY PROCEDURE TO TENDER OLD
NOTES PURSUANT TO THE EXCHANGE OFFER, A COMPLETED, SIGNED AND DATED LETTER OF
TRANSMITTAL (OR FACSIMILE THEREOF) MUST ALSO BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. CAPITALIZED
TERMS NOT DEFINED HEREIN ARE DEFINED IN THE PROSPECTUS.

DELIVERY TO: FLEET NATIONAL BANK, EXCHANGE AGENT.

BY MAIL:

FLEET NATIONAL BANK
CORPORATE TRUST OPERATIONS
CT/OP/0238
P.O. BOX 1440
777 MAIN STREET,
HARTFORD, CONNECTICUT 06143

ATTENTION: PATRICIA WILLIAMS

BY OVERNIGHT COURIER:

FLEET BANK
CORPORATE TRUST OPERATIONS
CT/OP/0238
ONE TALCOTT PLAZA
HARTFORD, CONNECTICUT 06106

ATTN: PATRICIA WILLIAMS

BY FACSIMILE:

(860) 986-7908

CONFIRM BY TELEPHONE:

(860) 986-1271

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

LADIES AND GENTLEMEN:

UPON THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE
ACCOMPANYING LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY TENDERS TO THE
COMPANY THE PRINCIPAL AMOUNT OF OLD NOTES SET FORTH BELOW, PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURE DESCRIBED IN "THE EXCHANGE OFFER -- GUARANTEED
DELIVERY PROCEDURES" SECTION OF THE PROSPECTUS.

<PAGE>

PRINCIPAL AMOUNT OF OLD NOTES TENDERED:*

$_____________________________________

CERTIFICATE NOS. (IF AVAILABLE):

______________________________________

<TABLE>
<CAPTION>
<S> <C>
TOTAL PRINCIPAL AMOUNT REPRESENTED BY IF OLD NOTES WILL BE DELIVERED BY BOOK-ENTRY
OLD NOTES CERTIFICATE(S): TRANSFER TO THE DEPOSITORY TRUST COMPANY,
PROVIDE ACCOUNT NUMBER:

$_____________________________________ ACCOUNT NUMBER_____________________________

<FN>
*MUST BE IN DENOMINATIONS OF PRINCIPAL AMOUNT OF $1,000 AND ANY INTEGRAL MULTIPLE THEREOF.
</FN>
</TABLE>

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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE
THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE
UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
- --------------------------------------------------------------------------------

PLEASE SIGN HERE

X_______________________________________ _____________________________________

X_______________________________________ _____________________________________
SIGNATURE(S) OF OWNERS(S) DATE
OR AUTHORIZED SIGNATORY

AREA CODE AND TELEPHONE NUMBER:_______________________________

MUST BE SIGNED BY THE HOLDER(S) OF OLD NOTES AS THEIR NAME(S) APPEAR(S)
ON CERTIFICATES FOR OLD NOTES OR ON A SECURITY POSITION LISTING, OR BY PERSON(S)
AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY ENDORSEMENT AND DOCUMENTS
TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS BY A
TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER
PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST SET
FORTH HIS OR HER FULL TITLE BELOW.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

NAME(S): ____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
CAPACITY: ____________________________________________________
____________________________________________________
ADDRESS(ES): ____________________________________________________

<PAGE>

GUARANTEE

THE UNDERSIGNED, A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE,
OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR A
COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED
STATES, HEREBY GUARANTEES THAT THE CERTIFICATES REPRESENTING THE PRINCIPAL
AMOUNT OF OLD NOTES TENDERED HEREBY IN PROPER FORM FOR TRANSFER, OR TIMELY
CONFIRMATION OF THE BOOK-ENTRY TRANSFER OF SUCH OLD NOTES INTO THE EXCHANGE
AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY PURSUANT TO THE PROCEDURES SET
FORTH IN "THE EXCHANGE OFFER -- GUARANTEED DELIVERY PROCEDURES" SECTION OF THE
PROSPECTUS, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) WITH ANY REQUIRED SIGNATURE
GUARANTEE AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, WILL BE
RECEIVED BY THE EXCHANGE AGENT AT THE ADDRESS SET FORTH ABOVE, NO LATER THAN
THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE DATE OF EXECUTION HEREOF.

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NAME OF FIRM AUTHORIZED SIGNATURE

- --------------------------------------------------------------------------------
ADDRESS TITLE

NAME:
- --------------------------------------------------------------------------------
ZIP CODE (PLEASE TYPE OR PRINT)

AREA CODE AND TEL. NO. DATED:
- --------------------------------------------------------------------------------

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES
FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EXHIBIT 99.3
<PAGE>

EXCHANGE AGENCY AGREEMENT

This Agreement is entered into as of [ ], 1997 between Fleet National
Bank, as Exchange Agent (the "Agent"), and Dollar Financial Group, Inc., a
corporation organized under the laws of the State of New York (the "Company").

The Company is offering, upon the terms and subject to the conditions set
forth in the Prospectus and the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange an aggregate principal
amount of up to $110,000,000 of 10-7/8% Series A Senior Notes due 2006 (the "New
Notes") of the Company, which have been registered under the Securities Act of
1933, as amended, for a like principal amount of the issued and outstanding
10-7/8% Senior Notes due 2006 (the "Old Notes") of the Company from the
registered holders thereof. The terms of the New Notes are identical in all
material respects to the Old Notes, except for certain transfer restrictions
relating to the Old Notes. The New Notes will evidence the same class of debt as
the Old Notes and will be issued pursuant to, and entitled to the benefits of,
the Indenture governing the Old Notes.

The Company will accept for exchange any and all Old Notes validly
tendered and not withdrawn prior to 5:00 P.M., New York City time, on [ ],
1997 unless extended (as so extended, the "Expiration Date"). Tenders of Old
Notes may be withdrawn at any time prior to the Expiration Date. The Exchange
Offer is not conditioned upon any minimum principal amount of Old Notes being
tendered for exchange pursuant to the Exchange Offer. The Exchange Offer is
subject to certain other customary conditions.

Subject to the provisions hereof, the Company hereby appoints the Agent as
Exchange Agent, and the Agent hereby accepts the appointment as Exchange Agent,
for the purposes of receiving, accepting for delivery and otherwise acting upon
tenders of the Company's Old Notes in accordance with the form of Letter of
Transmittal attached hereto (the "L/T") and with the terms and conditions of the
"Exchange Offer" section of the Company's Prospectus.

The Agent has received the following documents in connection with its
appointment:

<PAGE>

(1) Prospectus dated [ ], 1997;

(2) L/T;

(3) Notice of Guaranteed Delivery; and

(4) Guidelines for Certification of Taxpayer
Identification Number.

The Agent shall request from The Depository Trust Company (in the case of
book-entry Certificates) no later than the date hereof, a Special Security
Position Listing of all Participants eligible to participate in the Exchange
Offer, and the amount owned of record by each such Participant. The Agent will
not be responsible for any changes in Participants or of the beneficial
ownership during the Exchange Offer.

The Agent is authorized and hereby agrees to act as follows:

(a) to receive all tenders of Old Notes made
pursuant to the Exchange Offer (including
tenders made through the Depository Trust
Company's Automated Tender Offer Program
("ATOP") and Book-Entry Confirmation (as
defined in the Prospectus) thereof), and to
stamp each Old Note, L/T, ATOP confirmation
and any other document received by the Agent
to show the date and time of receipt;

(b) to examine each L/T and Old Note (and any other documents
required by the L/T) received to determine that all
requirements necessary to constitute a valid tender have been
met;

(c) to take such actions necessary and
appropriate to correct any irregularity or
deficiency associated with any tender not in
proper order;

(d) to follow instructions of the Company or its counsel, Weil,
Gotshal & Manges LLP, with respect to the waiver of any
irregularities or deficiencies associated with any tender;

(e) to hold all valid tenders subject to further
instructions from the Company;

2
<PAGE>

(f) to render a written report, in the form of Exhibit A attached
hereto, on each business day during the Exchange Offer and
periodically confirm, by telephone, the information contained
therein to Donald F. Gayhardt, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of the Company, at
610-296-3400;

(g) to follow and act upon any written amendments, modifications
or supplements to these instructions, any of which may be
given to the Agent by the President or any Vice President of
the Company or such other person or persons as they shall
designate in writing;

(h) to return to the presenters, in accordance with the provisions
of the L/T, any Old Notes that were not received in proper
order and as to which the irregularities or deficiencies were
not cured or waived;

(i) to deliver by First Class Mail, postage prepaid, the New Notes
to which the presenters are entitled, at the addresses
specified in the L/T's, as soon as practicable after receipt
thereof;

(j) to determine that all endorsements, guarantees, signatures,
authorities, transfer taxes (if any) and such other
requirements are fulfilled in connection with any request for
issuance of the consideration in a name other than that of the
registered owner of the Old Notes; and

(k) to deliver to, or upon the order of the Company all
certificates representing Old Notes received under the
Exchange Offer, together with any related assignment forms
and other documents.

<PAGE>

Agent shall:

(a) have no duties or obligations other than those specifically
set forth herein and those set forth under the section
entitled "The Exchange Offer" in the Prospectus;

(b) not be required to and shall make no representations and have
no responsibilities as to the validity, accuracy, value or
genuineness of (i) the Exchange Offer, (ii) any Old Notes,
L/T's or documents prepared by the Company in connection with
the Exchange Offer or (iii) any signatures or endorsements,
other than its own;

(c) not be obligated to take any legal action hereunder that
might, in its judgement, involve any expense or liability,
unless it has been furnished with reasonable indemnity by the
Company;

(d) be able to rely on and shall be protected in acting on the
written instructions with respect to any matter relating to
its actions as Agent specifically covered by this Agreement,
of any officer of the Company authorized to give instructions
under paragraph (g) above;

(e) be able to rely on and shall be protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or
any other document or security delivered to it and believed by
it reasonably and in good faith to be genuine and to have been
signed by the proper party or parties;

(f) not be responsible for or liable in any respect on account of
the identity, authority or rights of any person executing or
delivering or purporting to execute or deliver any document or
property under this Agreement and shall have no responsibility
with respect to the use or application of any property
delivered by it pursuant to the provisions hereof;

<PAGE>

(g) be able to consult with counsel satisfactory to it (including
counsel for the Company) and the advice or opinion of such
counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with advice or
opinion of such counsel;

(h) not be called on at any time to advise, and shall not advise,
any person delivering an L/T pursuant to the Exchange Offer as
to the value of the consideration to be received (other than
the principal amount of New Notes to be exchanged thereby);

(i) not be liable for anything which it may do or refrain from
doing in connection with this Agreement except for its own
gross negligence, willful misconduct or bad faith;

(j) not be bound by any notice or demand, or any waiver or
modification of this Agreement or any of the terms hereof,
unless evidenced by a writing delivered to the Agent signed by
the proper authority or authorities and, if the Agent's duties
or rights are affected, unless the Agent shall give its prior
written consent thereto;

(k) have no duty to enforce any obligation of any person to make
delivery, or to direct or cause any delivery to be made, or to
enforce any obligation of any person to perform any other act;

(l) have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or
an event by reason of which an action would or might be taken
by the Agent does not exist or has not occurred without
incurring liability for any action taken or omitted, or any
action suffered by the Agent to be taken or omitted, in good
faith or in the exercise of the Agent's best judgment, in
reliance upon such assumption; and

<PAGE>

(m) be entitled to compensation of $2,500 for its services
hereunder plus reimbursement of its out-of-pocket expenses and
as hereinafter provided.

The Company covenants and agrees to reimburse the Agent for, indemnify it
against, and hold it harmless from any and all reasonable costs and expenses
(including reasonable fees and expenses of counsel) that may be paid or incurred
or suffered by it or to which it may become subject without gross negligence,
willful misconduct or bad faith on its part by reason of or as a result of its
compliance with the instructions set forth herein or with any additional or
supplemental written instructions delivered to it pursuant hereto, or which may
arise out of or in connection with the administration and performance of its
duties under this Agreement.

This Agreement shall be construed and enforced in accordance with the laws
of the State of New York and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the parties
hereto.

Unless otherwise expressly provided herein, all notices, requests, demands
and other communications hereunder shall be in writing, shall be delivered by
hand or by First Class Mail, postage prepaid, shall be deemed given when
received and shall be addressed to the Agent and the Company at the respective
addresses listed below or to such other addresses as they shall designate from
time to time in writing, forwarded in like manner.

If to the Agent, to:

Fleet National Bank
777 Main Street, CT/MO/0238
Hartford, CT 06103
Attention: Kathy A. Larimore
Telephone: (860) 986-7835
Facsimile: (860) 986-7920

<PAGE>

If to the Company, to:

Dollar Financial Group, Inc.
1436 Lancaster Avenue, Suite 210
Berwyn, Pennsylvania 19312-1288
Attention: Donald F. Gayhardt
Telephone: (610) 296-3400
Facsimile: (610) 296-7844

with copies to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Attention: Stephen M. Besen, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, all as of
the day and year first above written.

FLEET NATIONAL BANK

By:__________________________
Title:

DOLLAR FINANCIAL GROUP, INC.

By:__________________________
Donald F. Gayhardt
Title: Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer