CHECK EXPRESS INC, PRER14A, 1995-12-28

CHECK EXPRESS INC
PRER14A, 1995-12-28
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC

Previous: METLIFE STATE STREET FINANCIAL TRUST, 485APOS, 1995-12-28

Next: LAMCOR INC, 10-K, 1995-12-28

<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Check Express, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Common Stock

(2) Aggregate number of securities to which transaction applies:
5,060,982

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): $1.20 cash

(4) Proposed maximum aggregate value of transaction: $6,073,178.40

(5) Total fee paid: $1,214.64

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

[TO BE PLACED ON CHECK EXPRESS LETTERHEAD]

January ___, 1996

Dear Fellow Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders
of Check Express, Inc. to be held on February 1, 1996 to vote on the merger of
Ace Acquisition Corporation with and into the Company (the "Merger"), pursuant
to an Agreement and Plan of Merger dated October 13, 1995 (and amended
December 20, 1995) (as amended, the "Merger Agreement"). Ace Acquisition
Corporation is a wholly owned subsidiary of Ace Cash Express, Inc., the largest
operator of check cashing stores in the country, and has recently been formed
for the purpose of consummating the Merger.

The Merger Agreement provides for the payment of $1.20 in cash, without
interest, for each share of the Company's Common Stock (other than any shares
as to which dissenters' rights have been properly demanded under Florida law),
if the Merger is consummated. As the result of the Merger, the Company will
become a wholly owned subsidiary of Ace Cash Express, Inc. Upon consummation
of the Merger, current shareholders of the Company will cease to have any
continuing interest in the Company, other than the right to payment of the
Merger Consideration in accordance with the terms of the Merger Agreement.
Details of the Merger Agreement and the terms of the proposed Merger and other
important information appear in the accompanying Proxy Statement.

Your Board of Directors has unanimously approved and adopted the
Merger Agreement and approved the Merger, believes that consummation of this
Merger would be fair to and in the best interests of Check Express
shareholders, and unanimously recommends that you vote FOR approval and
adoption of the Merger Agreement and approval of the Merger. In addition,
certain principal shareholders of the Company, including certain directors and
officers of the Company, owning in the aggregate approximately 32.8% of the
Company's outstanding Common Stock, have already agreed to vote their shares in
favor of the Merger.

Assuming a quorum is present, the Merger will be approved only if
shareholders owning at least a majority of all of the Company's outstanding
Common Stock vote in favor of the Merger. Abstentions, broker non-votes and
shares not represented at the meeting all will have the effect of "no" votes or
as votes in opposition to the Merger. Accordingly, it is extremely important
that your shares be represented at the meeting.

In view of the importance of the action to be taken at the meeting, we
urge you to read the enclosed material carefully, and, whether or not you plan
to attend the meeting, we request that you complete, sign, date and mail the
enclosed proxy at your earliest convenience in the enclosed envelope.

If the Merger is consummated, the holders of record of the Company's
common stock who comply with the requirements of Sections 607.1301, 607.1302
and 607.1320 of the Florida Business Corporation Act, which are attached as
Appendix C to the accompanying Proxy Statement, may dissent from the Merger. A
vote in favor of the Merger will constitute a waiver of your dissenters' rights.
To exercise your dissenters' rights you must give notice to the Company prior
to the Special Meeting. See "RIGHTS OF DISSENTING SHAREHOLDERS" in the
accompanying Proxy

<PAGE> 3

Statement for a description of the procedures that must be followed to perfect
dissenter's rights under the Florida Business Corporation Act.

Please review the Proxy Statement and send in your proxy, indicating
your vote on the Merger, as soon as possible. We request that you give this
matter prompt attention so that the Merger can be consummated as scheduled.
We, or an exchange agent, will communicate with you later about the actual
exchange of your stock certificates for your cash payment. You do not need to
do anything now, other than complete, sign, date and return your proxy card in
the accompanying envelope.

Sincerely,

Larry F. Lang,
Chairman and CEO

PLEASE DO NOT SEND IN ANY OF YOUR CHECK EXPRESS, INC. STOCK CERTIFICATES AT
THIS TIME.
<PAGE> 4

CHECK EXPRESS, INC.
101 East Kennedy Boulevard, Suite 3800
Tampa, Florida 33602
(813) 223-3338

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON

FEBRUARY 1, 1996

January ____, 1996

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of Check Express, Inc. (the "Company") will be held at the
Hyatt Regency Tampa at Tampa City Center, Two Tampa City Center, 211 North
Tampa Street, Tampa, Florida, on Thursday, February 1, 1996 at 10:00 a.m.,
Tampa, Florida time, for the following purposes:

(1) To consider and approve and adopt the Agreement and Plan
of Merger dated October 13, 1995 and amended December 20, 1995 (as
amended, the "Merger Agreement"), by and among the Company, Ace
Acquisition Corporation ("Acquisition"), a Florida corporation, and
Ace Cash Express, Inc. ("Ace"), a Texas corporation, and consider and
approve the merger (the "Merger") of Acquisition with and into the
Company, pursuant to which (a) the Company will be the surviving
corporation and a wholly owned subsidiary of Ace, and (b) each share
of the Company's $.004 par value common stock ("Common Stock") (other
than shares held by shareholders who properly exercise dissenters'
rights under Florida law) will be converted into the right to receive
$1.20 in cash, without interest (the "Merger Consideration"), to be
paid to holders of shares entitled to receive such payment following
the consummation of the Merger, all as more fully described in the
accompanying Proxy Statement to which a copy of the Merger Agreement
is attached as Appendix A;

(2) To consider a proposal to adjourn the Special Meeting if
necessary to permit further solicitation of Proxies in the event there
are not sufficient votes at the time of the Special Meeting to approve
and adopt the Merger Agreement and approve the Merger; and

(3) To transact such other business as may properly come before the
Special Meeting or any adjournment or postponement thereof.

Upon consummation of the Merger, current shareholders of the Company will cease
to have any continuing interest in the Company, other than the right to payment
of the Merger Consideration in accordance with the terms of the Merger
Agreement. See "THE MERGER" and the Agreement and Plan of Merger, dated October
13, 1995, and amended December 20, 1995 by and among the Company, Acquisition
and Ace, which is attached as Appendix A to the accompanying Proxy Statement
(as amended, the "Merger Agreement").

In addition to the conversion of the Common Stock, pursuant to the
Merger Agreement, each option to acquire shares of Common Stock (the "Options")
shall be canceled by agreement with the holder thereof, who shall thereupon be
entitled to receive cash consideration in the amount of (1) the difference
between the Merger Consideration per share and the exercise price per share
under the Option, multiplied by (2) the number of shares covered by the Option.
The Company has agreed to use its best efforts to cancel all other rights to
acquire shares of Common Stock (the "Warrants") prior to consummation of the
Merger, and the cancellation of all Options and Warrants is a condition of the
Merger. The Company also has issued Units, with each Unit comprising four
shares of Common Stock and a warrant to purchase two additional shares of
Common Stock at an exercise price of $3.00 per share (the "Units"). Under the
Merger Agreement, the Common Stock portion of the Units will be treated the
same as the rest of the Company's outstanding Common Stock, and the warrant
portion of the Units will be treated as Warrants. See "THE MERGER --
Outstanding Options and Warrants" in the accompanying Proxy Statement.

The Company's Board of Directors has fixed the close of business on
Monday, January 8, 1996 as the record date for determining the shareholders
entitled to notice of and to vote at the Special Meeting (the "Record

<PAGE> 5

Date"). Shareholders of record as of the close of business on the Record Date
are entitled to notice of and to vote at the Special Meeting or any adjournment
thereof. A list of shareholders of the Company entitled to notice of and to
vote at the Special Meeting will be available for inspection by any shareholder
for any purpose related to the Special Meeting during regular business hours at
the offices of the Company at 101 East Kennedy Boulevard, Suite 3800, Tampa,
Florida 33602, beginning on the date 10 days prior and continuing through the
date of the Special Meeting.

Ace has entered into a Shareholder Agreement and Irrevocable Proxy
("Shareholder Agreement") with each of certain principal shareholders of the
Company, including certain directors and officers of the Company, pursuant to
which Ace has the power to vote an aggregate of 1,657,606 shares of Common
Stock to approve the Merger, which represents approximately 32.8% of the
outstanding Common Stock. In addition, the Company has agreed in the Merger
Agreement to use its best efforts to obtain the approval and adoption of the
Merger by shareholders of the Company holding at least a majority of the shares
of Common Stock entitled to vote at the Special Meeting.

Any holder of shares of Common Stock as of the Record Date is entitled
to assert dissenters' rights with respect to any portion or all of such shares
("Dissenting Shares") pursuant to Sections 607.1301, 607.1302 and 607.1320 of
the Florida Business Corporation Act (the "Dissenters' Rights Statutes"). If
the Merger is consummated, holders of shares of Common Stock who do not vote in
favor of approval and adoption of the Merger Agreement and approval of the
Merger and who otherwise comply with the requirements of the Dissenters' Rights
Statutes will be entitled to receive, in lieu of the Merger Consideration, the
"fair value" of their Dissenting Shares, as determined pursuant to the
Dissenters' Rights Statutes. A copy of the Dissenters' Rights Statutes is
attached as Appendix C to the accompanying Proxy Statement. See "RIGHTS OF
DISSENTING SHAREHOLDERS" in the accompanying Proxy Statement for a description
of the procedures which must be followed to perfect dissenters' rights under
the Florida Business Corporation Act. Pursuant to the Shareholder Agreements,
the holders of 32.8% of the outstanding Common Stock have agreed with Ace not
to take any action or actions to perfect any dissenters' rights they may have
as a result of the Merger under the Dissenters' Rights Statutes or otherwise.

By Order of the Board of Directors,

/s/ Larry F. Lang
Larry F. Lang, Chairman and CEO
Tampa, Florida

January ___, 1996

The Merger will be consummated if, and only if, a majority of all outstanding
shares vote in favor of the Merger. Accordingly, it is important that your
shares be represented at the Special Meeting and be voted, whether or not you
are able to attend personally. If you will be unable to attend the Special
Meeting, we ask you to promptly complete, sign, date and mail the enclosed
Proxy in the enclosed envelope, which requires no postage. If you should be
present at the Special Meeting and desire to vote in person, you may withdraw
your Proxy at that time.

<PAGE> 6

CHECK EXPRESS, INC.
101 East Kennedy Boulevard, Suite 3800
Tampa, Florida 33602
(813) 223-3338

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

PROXY STATEMENT

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

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON

FEBRUARY 1, 1996

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

INTRODUCTION AND GENERAL INFORMATION

This Proxy Statement is being furnished to the shareholders of Check
Express, Inc. (the "Company") in connection with the solicitation by the
Company's Board of Directors (the "Company Board") of proxies in the form
accompanying this Proxy Statement ("Proxies") for use in connection with the
Special Meeting of Shareholders to be held on Thursday, February 1, 1996 at the
Hyatt Regency Tampa at Tampa City Center, Two Tampa City Center, 211 North
Tampa Street, Tampa, Florida, at 10:00 a.m., Tampa, Florida time, or any
adjournment or postponement thereof (the "Special Meeting"). This Proxy
Statement and accompanying Notice of Special Meeting and form of Proxy are
first being sent to the shareholders of the Company on or about January ____,
1996.

This Proxy Statement relates to the proposed merger of Ace Acquisition
Corporation ("Acquisition"), a Florida corporation and wholly owned subsidiary
of Ace Cash Express, Inc. ("Ace"), a Texas corporation, with and into the
Company, pursuant to which (a) the Company will be the surviving corporation
and a wholly owned subsidiary of Ace, and (b) each share of the Company's $.004
par value common stock ("Common Stock") (other than shares held by shareholders
who properly exercise dissenters' rights under Florida law) will be converted
into the right to receive $1.20 in cash, without interest (the "Merger"). Upon
consummation of the Merger, current shareholders of the Company will cease to
have any continuing interest in the Company, other than the right to payment of
the Merger Consideration in accordance with the terms of the Merger Agreement.

In addition to the conversion of the Common Stock, pursuant to the
Merger Agreement, each option to acquire shares of Common Stock (the "Options")
shall be canceled by agreement with the holder thereof, who shall thereupon be
entitled to receive cash consideration in the amount of (1) the difference
between the Merger Consideration per share and the exercise price per share
under the option, multiplied by (2) the number of shares covered by the Option.
The Company has agreed to use its best efforts to cancel all other rights to
acquire shares of Common Stock (the "Warrants") prior to consummation of the
Merger, and the cancellation of all Options and Warrants is a condition of the
Merger. The Company also has issued Units, with each Unit comprising four
shares of Common Stock and a warrant to purchase two additional shares of
Common Stock at an exercise price of $3.00 per share (the "Units"). Under the
Merger Agreement, the Common Stock portion of the Units will be treated the
same as the rest of the Company's outstanding Common Stock and the warrant
portion of the Units will be treated as Warrants. See "THE MERGER --
Outstanding Options and Warrants" and the Agreement and Plan of Merger, dated
October 13, 1995 and amended December 20, 1995, by and among the Company,
Acquisition and Ace, which is attached as Appendix A hereto (as amended, the
"Merger Agreement").

The Company Board has fixed the close of business on Monday, January
8, 1996 as the record date for determining the shareholders entitled to notice
of and to vote at the Special Meeting (the "Record Date"). At the close of
business on the Record Date, there were 5,060,982 shares of Common Stock
outstanding held by approximately [NUMBER OF RECORD HOLDERS] holders of record.
Holders of record of Common Stock are entitled to one vote per share in
connection with the matters to be presented at the Special Meeting. All votes
will be

<PAGE> 7

tabulated by representatives of the Company who will serve as inspectors of
election. The attendance, in person or by proxy, of the holders of a majority
of the issued and outstanding shares of Common Stock entitled to vote at the
Special Meeting is necessary to constitute a quorum to transact business.
Assuming a quorum is present, the Merger will be approved if a majority of all
the votes entitled to be cast are cast in favor of the Merger. Accordingly,
abstentions, broker non-votes and shares not represented at the Special Meeting
all will have the effect of "no" votes or as votes in opposition to the Merger.
Ace has entered into a Shareholder Agreement and Irrevocable Proxy
("Shareholder Agreement") with each of certain principal shareholders of the
Company, including certain directors and officers of the Company, pursuant to
which Ace has the power to vote an aggregate of 1,657,606 shares of Common
Stock to approve the Merger, which represents approximately 32.8% of the
outstanding Common Stock. In addition, the Company has agreed in the Merger
Agreement to use its best efforts to obtain the approval and adoption of the
Merger by shareholders of the Company holding at least a majority of the
shares of Common Stock entitled to vote at the Special Meeting. The Merger will
be consummated if, and only if, a majority of all outstanding shares of Common
Stock vote in favor of the Merger. Accordingly, it is important that your
shares be represented at the Special Meeting and be voted, whether or not you
are able to attend personally.

The accompanying Proxy is solicited by the Company Board to be voted
at the Special Meeting. If the accompanying Proxy is completed, signed and
returned, then unless such Proxy is subsequently revoked prior to or at the
Special Meeting, the shares represented thereby will be voted at the Special
Meeting as specified in the Proxy. All executed but unmarked Proxies will be
voted FOR approval and adoption of the Merger Agreement and approval of the
Merger. In addition, in the event there are not sufficient votes at the time
of the Special Meeting to approve and adopt the Merger Agreement and approve
the Merger, then there will be put forth a proposal to adjourn the Special
Meeting to permit further solicitation of Proxies, and all executed but
unmarked Proxies will be voted FOR approval of such proposal.

Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time prior to the voting thereof by giving written
notice of revocation to the Secretary of the Company at its principal executive
offices at any time before the Proxy is voted, by executing and delivering a
later-dated proxy or by attending the Special Meeting and voting his or her
shares in person. Any written notice revoking a proxy should be sent to the
Company at its principal executive offices, 101 East Kennedy Boulevard, Suite
3800, Tampa, Florida 33602. No such notice of revocation or later-dated proxy,
however, will be effective unless and until received by the Company at or prior
to the Special Meeting.

Management of the Company does not intend to present any business at
the Special Meeting for the vote of shareholders other than the approval and
adoption of the Merger Agreement and approval of the Merger, and it has no
information that others will do so. If other matters requiring the vote of
shareholders properly come before the Special Meeting, the persons named in the
accompanying form of Proxy and acting thereunder will have discretion to vote
on such matters in accordance with their judgment.

The Special Meeting may be adjourned, and additional proxies
solicited, if at the time of the Special Meeting the number of proxies
necessary to approve and adopt the Merger Agreement and approve the Merger has
not been obtained. In such event, the persons named as Proxies in the enclosed
form of Proxy intend to vote in favor of such adjournment those Proxies which
they are entitled to vote in favor of such approval and adoption. Any
adjournment of the Special Meeting may be approved by the affirmative vote of
the holders of a majority of the Common Stock represented at the Special
Meeting, in person or proxy, even if less than a quorum.

The cost of preparing and mailing these materials and otherwise
soliciting Proxies will be borne entirely by the Company. Solicitation of
Proxies may be made by telephone or in person with some shareholders by regular
employees of the Company. In addition, arrangements will be made with
brokerage firms and other custodians, nominees and fiduciaries to forward
solicitation material for the Special Meeting to beneficial owners and the
Company will reimburse them for their expense in so doing.

IN CONNECTION WITH THE MATTERS DESCRIBED HEREIN, NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE

ii
<PAGE> 8

COMPANY. THIS PROXY STATEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH SOLICITATION
IN SUCH JURISDICTION.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Information in this Proxy Statement regarding the Company has been
furnished by the Company or its representatives, and information regarding Ace
and Acquisition has been furnished by Ace or its representatives.

AVAILABLE INFORMATION

The Company and Ace are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). These materials can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at the following Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Commission at
prescribed rates. Written requests for such material should be addressed to
the Public Reference Section, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the
Nasdaq Small Caps Market and Ace's common stock is listed on the Nasdaq
National Market, and such reports, proxy statements, and other information
concerning the Company and Ace can be inspected, and copies can be obtained, at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.

PLEASE DO NOT SEND IN ANY OF YOUR CHECK EXPRESS, INC. STOCK CERTIFICATES AT
THIS TIME.

The date of this Proxy Statement is _____________, 1996.

iii
<PAGE> 9

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Information Regarding the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Information Regarding Ace and Acquisition . . . . . . . . . . . . . . . . . . . . . . . . .
Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reasons for the Merger; Recommendations of the Board of Directors . . . . . . . . . . . . . . . . .
Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of the Merger on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Surrender of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Options and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deregistration of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RIGHTS OF DISSENTING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CERTAIN INFORMATION REGARDING ACE AND ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MARKET PRICES OF THE COMMON STOCK AND UNITS AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX A: AGREEMENT AND PLAN OF MERGER, AND AMENDMENT THERETO

APPENDIX B: OPINION OF FINANCIAL ADVISOR
APPENDIX C: PROVISIONS OF FLORIDA BUSINESS CORPORATION ACT
REGARDING DISSENTERS' RIGHTS
APPENDIX D: AGREEMENT AND RELEASE ("LANG SEVERANCE AGREEMENT")
APPENDIX E: FORM OF SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
</TABLE>

iv
<PAGE> 10

SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN THIS
PROXY STATEMENT AND THE APPENDICES HERETO. IT IS NOT INTENDED TO BE A COMPLETE
STATEMENT OF ALL MATERIAL FEATURES OF THE MERGER AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN
THIS PROXY STATEMENT, THE APPENDICES HERETO AND THE DOCUMENTS REFERRED TO
HEREIN AND THEREIN. SHAREHOLDERS ARE URGED TO READ THIS PROXY STATEMENT AND
THE APPENDICES HERETO IN THEIR ENTIRETY. CERTAIN CAPITALIZED TERMS USED IN
THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS PROXY STATEMENT.

THE SPECIAL MEETING

Time, Date and Place of the Special Meeting

The Special Meeting will be held at 10:00 a.m., Tampa, Florida time, on
Thursday, January 11, 1996, at the Hyatt Regency Tampa at Tampa City Center,
Two Tampa City Center, 211 North Tampa Street, Tampa, Florida.

Purpose of the Special Meeting

The purpose of the Special Meeting is to consider, approve and adopt
the Merger Agreement and approve the Merger of Acquisition with and into the
Company, pursuant to which (a) the Company will be the surviving corporation
and a wholly owned subsidiary of Ace and (b) each share of Common Stock (other
than shares held by shareholders who properly exercise dissenters' rights under
Florida law) will be converted into the right to receive $1.20 in cash, without
interest. Upon consummation of the Merger, current shareholders of the Company
will cease to have any continuing interest in the Company, other than the right
to payment of the Merger Consideration in accordance with the terms of the
Merger Agreement. See "THE MERGER -- General."

In addition, in the event there are not sufficient votes at the time of
the Special Meeting to approve and adopt the Merger Agreement and approve the
Merger, then there will be put forth a proposal to adjourn the Special Meeting
to permit further solicitation of Proxies, and all executed but unmarked
Proxies will be voted FOR approval of such proposal.

Record Date

Only holders of record of shares of the Common Stock on January 8, 1996
(the "Record Date") are entitled to notice of, and to vote at, the Special
Meeting.

Shares Outstanding and Holders of Record on the Record Date

At the close of business on the Record Date, there were 5,060,982 shares
of Common Stock outstanding held by approximately [NUMBER OF RECORD HOLDERS]
holders of record.

Quorum Required

The presence (in person or by proxy) of the holders of record of a
majority of all of the issued and outstanding shares of Common Stock, which are
entitled to vote at the Special Meeting, will be required to constitute a
quorum. Abstentions and broker non-votes are each included in the
determination of the number of shares present at the Special Meeting.

Vote Required

Assuming a quorum is present, the Merger Agreement will be approved and
adopted and the Merger will be approved if, but only if, a majority of all the
votes entitled to be cast at the Special Meeting (i.e., a majority of all
outstanding shares of Common Stock) are cast in favor of the Merger.
Accordingly, abstentions, broker non-votes and shares not represented at the
Special Meeting all will have the effect of "no" votes or as votes in
opposition to the Merger. The Company has agreed in the Merger Agreement to
use its best efforts to obtain the

<PAGE> 11

approval and adoption of the Merger by shareholders of the Company holding at
least a majority of the shares of Common Stock entitled to vote at the Special
Meeting. Pursuant to the Shareholder Agreements, Ace has the power to vote at
the Special Meeting an aggregate of 1,657,606 shares of Common Stock to approve
the Merger, which represents approximately 32.8% of the outstanding Common
Stock on the Record Date.

Revocability of Proxies

Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time prior to the voting thereof by giving written
notice of revocation to the Secretary of the Company at its principal executive
offices at any time before the Proxy is voted, by executing and delivering a
later-dated Proxy or by attending the Special Meeting and voting his or her
shares in person. Any written notice revoking a Proxy should be sent to the
Company at its principal executive offices, 101 East Kennedy Boulevard, Suite
3800, Tampa, Florida 33602, Attention: Corporate Secretary. No such notice of
revocation or later-dated Proxy, however, will be effective unless and until
received by the Company at or prior to the Special Meeting.

Accounting Treatment

The Merger will be accounted for using the purchase method of accounting
under generally accepted accounting principles. See "THE MERGER -- Accounting
Treatment."

Dissenters' Rights

Any holder of shares of Common Stock as of the Record Date is entitled
to assert dissenters' rights with respect to any portion of all of such shares
("Dissenting Shares") pursuant to Sections 607.1301, 607.1302 and 607.1320 of
the Florida Business Corporation Act (the "Dissenters' Rights Statutes"). If
the Merger is consummated, holders of shares of Common Stock who do not vote in
favor of approval and adoption of the Merger Agreement and approval of the
Merger and who otherwise comply with the requirements of Florida law will be
entitled to receive, in lieu of the Merger Consideration, the "fair value" of
their Dissenting Shares, as determined pursuant to the Dissenters' Rights
Statutes. A copy of the Dissenters' Rights Statutes are attached hereto as
Appendix C. See "RIGHTS OF DISSENTING SHAREHOLDERS." Pursuant to the
Shareholder Agreements, the holders of 32.8% of the outstanding Common Stock
have agreed with Ace not to take any action or actions to perfect any
dissenters' rights they may have as a result of the Merger under the
Dissenters' Rights Statutes or otherwise.

THE MERGER AND RELATED MATTERS

Effective Time of the Merger

If the Merger Agreement is approved and adopted and the Merger is
approved by the requisite vote of the shareholders of the Company and all other
conditions of closing specified in the Merger Agreement are satisfied or
waived, the Merger will become effective upon the filing of articles of merger
(the "Articles of Merger") with the Department of State of the State of Florida
(the "Effective Time"). Subject to the terms and conditions of the Merger
Agreement, it is currently expected that the Articles of Merger will be filed
on or shortly after the date of the Special Meeting if the Merger Agreement is
approved and adopted and the Merger is approved by the shareholders.

Conversion of Shares

Each share of Common Stock outstanding at the Effective Time (other than
shares as to which holders perfect their dissenters' rights under Florida law)
will be converted into the right to receive $1.20 per share in cash, without
interest (the "Merger Consideration"). Upon consummation of the Merger (the
"Closing"), the certificates currently representing the Common Stock will no
longer represent Common Stock and will represent only the right to receive the
Merger Consideration. Upon consummation of the Merger, current shareholders of
the Company will cease to have any continuing interest in the Company, other
than the right to payment of the Merger Consideration in accordance with the
terms of the Merger Agreement.

Surrender of Share Certificates

Promptly after the Effective Time, a letter of transmittal with
instructions from the Exchange Agent will be mailed to holders of record of
shares of Common Stock at the close of business on the date of the Effective
Time for use in surrendering their certificates representing their shares in
exchange for the Merger Consideration.

<PAGE> 12

CERTIFICATES SHOULD NOT BE SURRENDERED UNTIL THE LETTER OF TRANSMITTAL HAS BEEN
RECEIVED. See, "THE MERGER -- Surrender of Certificates."

Background of the Merger

The Company Board has for several years been disappointed with the
market performance of the Common Stock and, as has been previously announced,
as a result has engaged in a continuing effort to increase the value and
liquidity of the Common Stock for the benefit of its shareholders. As part of
such effort, the Company Board has evaluated a number of possible transactions
of varying types, including equity and debt financings, venture partner
arrangements, strategic combinations, divestiture of operating subsidiaries,
and asset and stock sales. Representatives of Paradise Valley Securities, Inc.
("Paradise"), the Company's principal market maker, the underwriter of the
Company's public offering of Units in 1993 and the brokerage firm through which
most of the Company's shareholders (other than directors and other affiliates
of the Company) acquired their shares of Common Stock and whose clients are
believed to own more than a majority of the outstanding shares of Common Stock,
advised the Company in several informal discussions over the past year that it
believed that many of the Company's shareholders strongly desire that the
Company pursue either a major financing transaction or a sale of the Company.
Paradise has not been and will not be compensated in connection with such
advice to the Company. Because of these factors, over the last year the
Company Board has accelerated its efforts to evaluate and pursue such a
transaction.

Prior to entering into the Merger Agreement with Ace, the Company Board
engaged in discussions and some preliminary negotiations with a number of
parties who had expressed interest in either making a substantial investment in
the Company or acquiring control of the Company. However, none of such
discussions and negotiations resulted in an agreement. During the period from
May through October 1995 the Company and Ace negotiated and entered into,
first, a letter of intent and, then, the Merger Agreement. See "THE MERGER --
Background of the Merger."

Reasons for the Merger; Recommendations of the Board of Directors

In determining to recommend approval of the Merger, the Company Board
considered many factors, including (without limitation) the following: the
Company's need for cash in the near future, which it may not be able to borrow
or generate; evaluation of other potential offers to purchase; the advice of
the brokerage firm though which most of the Company's shareholders acquired
their shares of Common Stock; and the opinion of an independent investment
banking firm that the Merger is fair, from a financial point of view, to the
non-affiliated public shareholders of the Company. For a full discussion of
these and other factors, see "THE MERGER -- Reasons for the Merger;
Recommendations of the Board of Directors."

THE COMPANY BOARD BELIEVES THAT THE MERGER IS IN THE BEST INTEREST OF
THE SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL OF THE MERGER.

Opinion of Financial Advisor

First Equity Corporation of Florida (the "Financial Advisor"), an
independent investment banking firm retained by the Company, has advised the
Company Board that, in its opinion, the consideration to be paid in the Merger
to holders of shares of the Company's Common Stock is fair from a financial
point of view to such shareholders. A copy of such opinion, which sets forth
the factors considered by such firm in rendering its determination, is attached
as Appendix B to this Proxy Statement and should be read in its entirety. See
"THE MERGER -- Opinion of Financial Advisor."

3
<PAGE> 13

Interests of Certain Persons in the Merger

Certain of the Company's directors and officers own shares of Common
Stock and Options. Their Common Stock and Options will be treated the same as
those of other shareholders in the Merger and under the Merger Agreement. See
"THE MERGER -- Interests of Certain Persons in the Merger -- Interest in Stock
and Options."

Larry F. Lang, Chairman and CEO of the Company, has an employment
agreement entered into March 31, 1995 with the Company that by its terms will
not expire until March 31, 2000. Early in the negotiations between the Company
and Ace, Ace and Mr. Lang acknowledged that Mr. Lang's employment with the
Company would not continue after the acquisition of the Company by Ace.
However, under the terms of his employment agreement, upon termination of his
employment prior to March 31, 2000, Mr. Lang would be entitled to receive,
among other things, severance pay equal to his salary provided for under such
agreement through the scheduled expiration date of the agreement. The
termination of Mr. Lang's employment upon the Closing would, under the terms of
his employment agreement with the Company, require severance payments to Mr.
Lang in excess of $500,000. Mr. Lang has entered into an Agreement and Release
with Ace (the "Lang Severance Agreement"). Pursuant to that Agreement, Mr.
Lang has agreed that, among other things, (1) he will voluntarily terminate his
employment with the Company upon the Closing, more than four years in advance
of the stated termination date in his employment agreement with the Company;
and (2) he will not to compete with the Company for a period of three years.
In exchange, Mr. Lang will receive, among other things, (1) $287,000 over two
years, and (2) the right to purchase up to ten check cashing store franchises
without payment of initial franchise fees, with reduced monthly franchise
royalties and with certain other variances from the Company's usual form of
franchise agreement. In approving the Merger, the Company Board was aware of
and considered and approved the terms of the Lang Severance Agreement. See
"THE MERGER -- Interests of Certain Persons in the Merger -- Agreement and
Release."

Ace has entered into a Shareholder Agreement and Irrevocable Proxy with
each of certain principal shareholders of the Company pursuant to which Ace has
the power to vote an aggregate of 1,657,606 shares of Common Stock to approve
the Merger, which represents approximately 32.8% of the outstanding Common
Stock outstanding on the Record Date. See "THE MERGER -- Interests of Certain
Persons in the Merger -- Shareholder Agreements."

Conditions to and Termination of Merger

The obligations of the Company, Ace and Acquisition to effect the Merger
are subject to the satisfaction of certain conditions typical in acquisition
agreements. In addition to the typical conditions, Ace's and Acquisition's
obligations to effect the Merger are subject to (1) completing a due diligence
investigation of the Company and satisfaction in their sole discretion with the
results thereof, (2) the approval of the Merger by the shareholders of the
Company, with not more than 5% of the Company's shareholders having exercised
dissenters' rights, and (3) securing and closing financing arrangements
acceptable to Ace.

Because of the procedural steps required under the Merger Agreement and
under the Florida Business Corporation Act, there may be a period of time
between the date of the Special Meeting and the consummation of the Merger.
Though not expected, an extended delay, or a material change in the Company or
its prospects during such delay, could occur. However, such an occurrence
would not affect the validity or effect of the vote taken at the Special
Meeting. Under Florida law, shareholder approval would neither automatically
expire nor become subject to reconsideration in the event of such a delay or
material change. However, as further described below, the Company Board can,
under certain circumstances, terminate the Merger Agreement and abandon the
Merger after shareholder approval is obtained.

If the Merger Agreement is terminated (1) in connection with the
approval by the Company Board or the recommendation by the Company Board that
the Company's shareholders approve, or the consummation of a Competing
Transaction; (2) on account of the failure of the Company's shareholders to
approve the Merger; (3) on account of a breach by the Company of its
obligations under the Merger Agreement; or (4) on account of a material breach
of any representation or warranty of the Company that is within the knowledge
of certain key personnel, then the Company shall pay to Ace, promptly after
termination of the Merger Agreement, liquidated

4
<PAGE> 14

damages of $300,000 in immediately available funds. Such payment shall not
limit any right of Ace to recover monetary damages, including consequential and
punitive damages, in connection with any wrongful act of the Company.

If the Merger Agreement is terminated by the Company on account of a
breach by Acquisition or Ace of their obligations under the Merger Agreement or
on account of a material breach of any representation or warranty of Ace or
Acquisition, then Ace shall pay to the Company, promptly after termination of
the Merger Agreement, liquidated damages of $200,000 in immediately available
funds. Such payment shall not limit any right of the Company to recover
monetary damages, including consequential and punitive damages, in connection
with any wrongful act of Acquisition or Ace.

For a more complete description of the conditions to effect the Merger
and the rights to terminate the Merger Agreement, see "THE MERGER -- Provisions
of the Merger Agreement -- Conditions to the Merger" and "-- Termination and
Liquidated Damages."

Source of Funds

Ace intends to borrow from its money order supplier substantially all of
the amounts necessary to consummate the Merger and fulfill its obligations
under the Merger Agreement. All necessary amounts that Ace does not borrow
will be paid out of Ace's working capital. A condition to the Merger is that
Ace will be able to borrow the amount necessary to consummate the Merger and
meet its other obligations under the Merger Agreement. See "THE MERGER --
Source and Amount of Funds."

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO SHAREHOLDERS

The Merger will be a taxable event for the Company's shareholders for
federal income tax purposes and may also be taxable under applicable state,
local and foreign tax laws. All shareholders are urged to consult their own
tax advisors. See "THE MERGER -- Federal Income Tax Consequences."

To prevent the possibility of back-up federal income tax withholding on
payments made to the Company's shareholders with respect to shares of Common
Stock converted to cash pursuant to the Merger, each shareholder must provide
the Exchange Agent appointed to distribute the Merger Consideration with the
shareholder's correct taxpayer identification number by completing the
Substitute Form W-9 to be included with the letter of transmittal, or any other
forms as may be applicable.

CERTAIN INFORMATION REGARDING THE COMPANY

The Company, through its wholly owned subsidiaries owns, operates and
franchises retail check cashing stores. At December 27, 1995, the Company owned
and operated 28 stores: 18 in Florida, 6 in Washington and 4 in Indiana. In
addition, at December 27, 1995, there were 161 stores franchised by the
Company's subsidiaries open and operating in 26 states. The Company's stores
provide a range of services with primary emphasis on cashing checks for a fee.
Other services include money transfer services, sales of money orders,
electronic filing of income tax returns and corresponding refund anticipation
loans, sales of bus passes, mailbox rentals and other ancillary services. In
late 1993, the Company, through its wholly owned subsidiary Check Express
Finance, Inc., began a loan program providing small consumer loans and used
vehicle financing to individuals who generally do not qualify for traditional
sources of financing. The Company recently has entered into a letter of intent
contemplating the sale of that entity. However, whether or not such sale occurs
will not affect the amount of the Merger Consideration. See "THE
MERGER--Background of the Merger," "BUSINESS OF THE COMPANY," and "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Liquidity and Capital Resources."

5
<PAGE> 15

CERTAIN INFORMATION REGARDING ACE AND ACQUISITION

Ace is the largest owner and operator of check-cashing stores in the
United States. Ace stores offer check-cashing and other retail financial
services at competitive rates in clean, convenient settings. Ace's strategy is
to have the largest number of check-cashing stores in each of its markets, and
the proposed Merger is consistent with Ace's intent to grow by (in part)
strategic acquisitions of stores in targeted markets. Ace was incorporated
under the laws of Texas in 1982.

Acquisition is a Florida corporation recently organized by Ace for the
purpose of effecting the Merger. It has no material assets and has not engaged
in any activities except in connection with the Merger.

The principal executive office of each of Ace and Acquisition is at 1231
Greenway Drive, Suite 800, Irving, Texas 75038, and the telephone number of
each is (214) 550-5000. See "CERTAIN INFORMATION REGARDING ACE AND
ACQUISITION."

MARKET PRICES

The Common Stock and the Units are traded on the Nasdaq Small Caps
Market under the symbols CHXS and CHXSU, respectively. On August 30, 1995 (the
last trading day prior to the public announcement of the letter of intent to
enter into the Merger Agreement), the last reported sale prices of the Common
Stock and the Units were $1.00 and $3.38, respectively. On October 13, 1995
(the last trading day prior to the public announcement of the Merger
Agreement), the last reported sale prices of the Common Stock and the Units
were $1.00 and $4.00, respectively. On January __, 1996 (the last trading day
prior to the printing of this Proxy Statement), the last reported sale prices
of the Common Stock and the Units were $_____ and $______, respectively. The
Company has never paid cash dividends on the Common Stock and, if the Merger is
not consummated, does not anticipate the payment of cash dividends on the
Common Stock in the foreseeable future. See "MARKET PRICES OF THE COMMON STOCK
AND UNITS AND DIVIDENDS."

SELECTED FINANCIAL INFORMATION

The following table sets forth selected financial information for the
Company. Such information is qualified by the detailed information and
financial statements, including the notes thereto, included in this Proxy
Statement and should be read in conjunction therewith. The selected
information for the nine months ended September 30, 1995 and 1994 and the
balance sheets as of September 30, 1995 and 1994 were derived from unaudited
financial statements of the Company, which, in the opinion of management of the
Company, include all adjustments that are considered necessary for a fair
presentation of the results of operations for such periods. Results for the
interim periods are not necessarily indicative of results for the year. The
selected information for each of the two fiscal years ended December 31, 1994
and 1993 and balance sheets as of December 31, 1994 and 1993 were derived from
the audited financial statements as of those dates. As with any business,
there are uncertainties as to matters that could affect the Company, and the
data reflected below may not be indicative of the Company's future financial
condition or results of operations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the Financial Statements
and Notes thereto included elsewhere in this Proxy Statement.

6
<PAGE> 16

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
----------------------------- -------------------------------
1994 1993 1995 1994
---------- ----------- ---------- -----------
(unaudited) (unaudited)
(restated)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues . . . . . . . . . . . . . . . $ 7,532,619 $ 4,267,565 $ 6,014,366 $ 5,534,439
Income . . . . . . . . . . . . . . . . 66,642 130,694 65,192 157,319
Net Income . . . . . . . . . . . . . . 467 65,580 32,596 92,525
Earnings per share . . . . . . . . . . 0.00 0.02 0.01 0.02
Weighted average number of
shares outstanding . . . . . . . . . 4,864,832 3,284,774 5,019,970 4,806,597

COMPANY OPERATING DATA:
Company-operated stores in
operation at end of period 35 24 26 35
Franchise stores in operation
at end of period . . . . . . . . . . 149 137 167 151

BALANCE SHEET DATA:
Total Assets . . . . . . . . . . . . . $10,025,855 $6,630,897 $10,606,800 $9,954,951
Long Term Debt . . . . . . . . . . . . 1,944,096 597,995 1,965,676 2,126,122
(including capital lease obligation)
Total Liabilities . . . . . . . . . . . 5,950,973 2,629,520 6,454,505 5,791,187
Shareholders' Equity . . . . . . . . . 4,074,882 4,001,377 4,152,295 4,163,764
</TABLE>

THE MERGER

The following discussion includes summaries or descriptions of certain
provisions of the Merger Agreement. Such summaries and descriptions are
qualified in their entirety by reference to the text of the Merger Agreement
attached as Appendix A to this Proxy Statement.

GENERAL

If the Merger is approved by the requisite vote of shareholders and all
conditions of Closing are satisfied or waived, the Merger will become effective
upon the filing of the Articles of Merger with the Department of State of the
State of Florida. The Merger is to be consummated pursuant to and in accordance
with the terms of the Merger Agreement dated October 13, 1995 by and among the
Company, Ace and Acquisition. That original Merger Agreement was amended, by an
Amendment dated December 20, 1995, to revise one date set forth in the original
Merger Agreement to reflect the updated schedule for the Merger. In the Merger,
(a) Acquisition will be merged with and into the Company, which will be the
surviving corporation and become a wholly owned subsidiary of Ace, and (b) each
share of the Common Stock (other than shares held by shareholders who properly
exercise dissenters' rights under Florida law) will be converted into the right
to receive $1.20 in cash, without interest (the "Merger Consideration"), to be
paid following the Closing, all as more fully described below and in the Merger
Agreement attached as Appendix A. See "-- Terms of the Merger Agreement" below.

In addition to the conversion of the Common Stock, pursuant to the
Merger Agreement, each Option shall be canceled by agreement with the holder
thereof, who shall thereupon be entitled to receive cash consideration in the
amount of (1) the difference between the Merger Consideration per share and the
exercise price per share under the option, multiplied by (2) the number of
shares covered by the Option. The Company has agreed to use its best efforts
to cancel all other rights to acquire shares of Common Stock (the "Warrants")
prior to consummation of the Merger, and the cancellation of all Options and
Warrants is a condition of the Merger. The Company also has issued Units, with
each Unit comprising four shares of Common Stock and a warrant to purchase two
additional shares of Common Stock at an exercise price of $3.00 per share (the
"Units"). Under the Merger Agreement, the Common Stock portion of the Units
will be treated the same as the rest of the

7
<PAGE> 17

Company's outstanding Common Stock and the warrant portion of the Units will be
treated as Warrants. See "-- Outstanding Options and Warrants" below and the
Merger Agreement attached as Appendix A.

BACKGROUND OF THE MERGER

Reasons for Seeking a Merger Candidate; Preliminary Steps

In 1993 the Company conducted a public offering of Units. The Company
Board had hoped that the funds obtained from such offering would support growth
sufficient to increase share value and liquidity. Through the latter part of
1994, the Company Board continued to focus on Company growth. The Company
aggressively pursued acquisitions of check-cashing stores from third parties
and completed several such acquisitions. However, share price has declined
since the public offering of the Units, and the Common Stock continues to be
thinly traded.

In the latter part of 1994 and in 1995, representatives of Paradise
Valley Securities, Inc. ("Paradise"), the Company's principal market maker, the
underwriter of the Company's public offering of Units in 1993 and the brokerage
firm through which most of the Company's shareholders (other than directors and
other affiliates of the Company) acquired their shares of Common Stock and
whose clients are believed to own more than a majority of the outstanding
shares of Common Stock, advised the Company in several informal discussions
that those shareholders of the Company who are (or at the time were)
affiliates of Paradise strongly desire that the Company pursue either a major
financing transaction or a sale of the Company. Based solely on the views of
such shareholders, the Paradise representatives also considered it reasonably
likely that some other shareholders of the Company would hold similar views.
Because of these factors, over the last year the Company Board has accelerated
its efforts to evaluate and pursue such a transaction.

Early in 1995 the members of Company Board determined in informal
discussions that, in addition to the efforts of the Company Board, a consulting
or investment banking firm should be formally engaged to assist the Company,
and management should identify and contact industry competitors and other
likely candidates regarding a possible acquisition of the Company.

Discussions with Parties Other than Ace

In the fall of 1994, Peter F. Borer, Manager of Acquisitions for the
Company, had contacted Michael C. Stinson, President of Mr. Payroll Corp. ("Mr.
Payroll") to inquire as to Mr. Payroll's interest, if any, in an acquisition of
Mr. Payroll by the Company. Mr. Payroll is a franchisor of check cashing
kiosks located within convenience stores. Mr. Stinson advised Mr. Borer that
Mr. Payroll was not for sale, and that Mr. Payroll might have an interest in
acquiring the Company. Over the ensuing several months, Mr. Lang and Mr.
Stinson had a series of conversations regarding the possible advantages to Mr.
Payroll of an acquisition of the Company. In March 1995, Mr. Stinson orally
advised Mr. Lang that, because Mr. Payroll did not have expertise in operation
of company-owned stores and because Mr. Payroll's strategy was to expand its
franchise network only through

8
<PAGE> 18

convenience store kiosks and not through full service stores like those
franchised by the Company's subsidiaries, Mr. Payroll had determined not to
pursue a transaction with the Company.

Chris Formant, Managing Partner of the Bank Practices Group of the
national accounting firm Coopers & Lybrand, L.L.P. and a franchisee of the
Company, indicated in informal conversation with Mr. Lang in early 1995 that he
would be interested in forming a group to acquire control of the Company by way
of a substantial equity investment in the Company or otherwise. Mr. Formant
also had indicated that a business associate of his, Mr. Timothy Clark of
Growth Strategies, Inc., a business development consulting firm, might be
interested in participating in, or might be able to assist the Company in the
finding of, such a group.

On behalf of the Company Board, in February 1995 Mr. Lang communicated
with Messrs. Formant and Clark, inquiring as to their ability and interest in
either forming a group or locating a party interested in pursuing such an
acquisition of or substantial investment in the Company. In early March 1995,
Messrs. Formant and Clark indicated to Mr. Lang that they were engaged in
preliminary steps directed toward a possible major transaction for the Company.

At its March 9, 1995 meeting, the Company Board met with Messrs. Formant
and Clark. In such meeting they proposed that a new entity ("Newco") be
formed, to be financed and owned principally by one or more third parties
(including Messrs. Formant and Clark) but also by the Company's management, and
that Newco acquire the Company by way of a merger or similar transaction.
Messrs. Formant and Clark indicated to the Company Board that they had engaged
in informal discussions with several banks and financial institutions which had
expressed interest in a possible investment in, or acquisition of, the Company
by way of such a transaction. At that meeting Messrs. Formant and Clark did
not identify the parties with whom they had spoken, but did indicate the
general parameters of what they believed to be transactions that might
reasonably be consummated. Subsequent to that meeting the Company Board
members reviewed among themselves the presentation by Messrs. Formant and
Clark, and determined that it would be in the best interests of the Company to
further seek their assistance in consummating a transaction of the type they
had described in their presentation. On March 16, 1995, the Company engaged
Mr. Clark's firm, Growth Strategies, Inc., on a contingent fee basis, to assist
in arranging such a transaction.

Over the ensuing months, Messrs. Formant and Clark jointly reported
periodically to Mr. Lang on their efforts and progress. Their efforts
ultimately resulted in the receipt of proposals from Dauphin Deposit
Corporation and ADL Associates, discussed below.

On May 4, 1995, Larry F. Lang, the Company's Chairman and Chief
Executive Officer, met with representatives of Paradise. At that meeting the
Paradise representatives informed Mr. Lang that those shareholders of the
Company who are (or at the time were) affiliates of Paradise, and certain of
their other clients who had contacted Paradise, were unhappy with the valuation
and lack of liquidity for the Common Stock. They further informed Mr. Lang
that, as with other similarly situated companies, the Company's small size and
the lack of industry following would tend to make it difficult for the Company
to raise capital in the public markets. The possibility of obtaining
additional equity financing was discussed, but the Paradise representatives
indicated that, given the Company's circumstances, such financing would likely
not be obtainable on satisfactory terms. In addition, they reiterated their
prior statements to the effect that those shareholders of the Company who are
(or at the time were) affiliates of Paradise believed it to be in the best
interests of the Company and its shareholders that the Company be restructured
or sold.

By way of a memorandum dated May 8, 1995, Mr. Lang informed the Company
Board of his discussions with the Paradise representatives. Over the next
several days, the Company Board members again reviewed among themselves various
options available to the Company to increase shareholder value and liquidity.
In addition to Messrs. Formant and Clark, the Company determined to seek from
Paradise, and Paradise agreed to provide, without compensation, assistance in
locating a party interested in pursuing a major transaction with the Company.

9
<PAGE> 19

In May 1995, Mr. Lang contacted Monetary Management Corporation ("MMC"),
an industry competitor, and determined that MMC might be interested in
acquiring the Company. On May 26, 1995, senior management of the Company met
with representatives of MMC at their offices in Berwyn, Pennsylvania. On June
15, 1995, each member of the Company Board received a letter from MMC
expressing an indication of interest for an all cash purchase of the Company at
a range of $1.15 to $1.25 per share. On June 30, 1995, representatives of MMC
met with Company management at the Company's offices in Tampa and toured
several of the Company's stores. On July 17,1995, the Company received a
proposed letter of intent from Dollar Financial Group, Inc. ("DFG"), the parent
company of MMC, offering to acquire all of the outstanding stock of the Company
for $1.15 per share in cash. DFG's offer was contingent upon, among other
things, the sale of the Company's finance subsidiary, Check Express Finance,
Inc., concurrent with the closing of the transaction with the Company. After a
series of informal discussions with the other members of the Company Board, Mr.
Lang responded to DFG's offer by way of a letter dated July 27, 1995, wherein
he requested that DFG consider a higher offer for the Company and proposed that
Company's management use its best efforts to effect a sale of the finance
subsidiary, as opposed to the sale being a condition to closing of a
transaction with DFG. Over the next several weeks, the Company's management
team communicated with senior management of DFG and provided certain
information requested by DFG.

At its June 5, 1995 meeting, the Company Board met with representatives
of Paradise, who, in their capacity as an unpaid advisor to the Company,
presented the Company Board with a term sheet prepared by Paradise which
summarized certain terms of a proposed transaction from Mr. Arthur Meyer and
Mr. Stephen Selka ("Meyer-Selka"). Mr. Selka is a franchisee of the Company's
wholly-owned subsidiary Check-X-Change Corporation and a significant
shareholder of the Company. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT." The Company Board advised Paradise that the Company
would be receptive to a formal proposal from Meyer-Selka; however, no formal
offer was forthcoming. Mr. Selka has since entered into a Shareholder
Agreement with Ace. See "THE MERGER -- Interests of Certain Persons in the
Merger -- Shareholder Agreements."

Also at its June 5, 1995 meeting, the Company Board noted that the terms
of Mr. Lang's current employment agreement with the Company could require the
payment of a substantial sum to Mr. Lang upon consummation of a transaction of
the type then being considered by the Company. The Company Board acknowledged
that such requirement might affect the attractiveness of the Company to a
potential acquiror, and that consummation of any such transaction accordingly
would require agreement as to Mr. Lang's employment and/or severance,
satisfactory to both Mr. Lang and any acquiror of the Company. At that meeting
the directors reviewed the termination and other provisions of Mr. Lang's
employment agreement with the Company's legal counsel and evaluated the amount
of payment that would be required under various possible circumstances. The
other Company Board members inquired of Mr. Lang as to whether he might be
willing to accept a reduced payment under certain circumstances in order to
facilitate the consummation of a transaction, and Mr. Lang responded
affirmatively.

On June 11, 1995, Mr. Lang and Decker A. Todd, Vice President-Finance
and Chief Financial Officer of the Company, met with representatives of Dauphin
Deposit Corporation ("Dauphin"), a regional bank holding company, at their
offices in Harrisburg, Pennsylvania. The meeting was arranged and attended by
Messrs. Formant and Clark. At the meeting, the parties explored the potential
synergies which could result from an acquisition of the Company by Dauphin. On
June 12, each member of the Company Board received a letter from Dauphin
expressing an interest in a possible all cash acquisition of the Company,
subject to due diligence. On June 14, 1995, representatives of Dauphin met
with Company management at the Company's offices in Tampa, Florida. Over the
ensuing several weeks, Dauphin requested, and the Company provided, certain pro
forma and other information, which Dauphin requested in order to further
evaluate a possible transaction with the Company.

As a result of contact by Messrs. Formant and Clark, on June 13, 1995,
Management of the Company met with representatives of Bank South Corporation at
the Company's offices and conducted exploratory discussions regarding the
Company's operations, including the Company's computerized check cashing
systems. Bank South informed the Company that it had an interest in a possible
transaction if there existed an opportunity to add value and cost efficiencies
to the Company's operations through its expertise in computerized operations
and systems. On June 27, 1995, Bank South informed the Company that it had
determined that it could not bring sufficient improvements to the Company's
operations to justify pursuing a transaction with the Company.

On August 18, 1995, with the discussions with Ace proceeding well, and
after several informal discussions with the other members of the Company Board,
Mr. Lang advised both Dauphin and DFG in writing that the Company expected to
receive a bona fide all cash offer from another party to purchase all of the
outstanding stock of the Company at a price within the range that he believed
sufficient for the Company Board to recommend to the Company's shareholders
that they vote in favor of the transaction. The Company requested that Dauphin
and

10
<PAGE> 20

DFG submit any offers or revised offers they might wish to make to the Company
no later than 12:00 P.M. on August 21, 1995.

Dauphin never submitted a formal proposal or offer to the Company, and
on August 18, 1995, Christopher Jennings, Dauphin's Chairman and Chief Executive
Officer, advised Mr. Lang that Dauphin was not interested in further pursuing
discussions with the Company and would not submit an offer to acquire the
Company.

Also on August 18, 1995, Jeffrey Weiss, Chief Executive Officer of DFG,
advised the Mr. Lang in writing that it DFG would not revise its offer.

On August 31, 1995, as further discussed below, the Company and Ace
entered into a letter of intent for the purchase by Ace, by way of a Merger of
the Company with Acquisition, of all of the outstanding Common Stock of the
Company at $1.20 per share.

On September 19, 1995, after the Company and Ace entered into a letter
of intent to consummate the Merger, the Company received a proposal from
another bank for the acquisition of the Company for $1.25 per share. The
identity of the bank and the particular terms of the offer are confidential
under the terms of the proposal. Over the next several days members of the
Company Board and senior management carefully evaluated the offer. Based on
the facts that the bank did not have prior experience in the operation and
franchising of check cashing stores and that the bank was not familiar with the
Company, and based also on discussions with representatives of the bank,
Company personnel were very concerned that completion of a transaction with the
bank might take considerably longer than is typical of similar transactions.
In addition, they noted that, because banking is a regulated industry, there
would be regulatory requirements to be met, not applicable to the transaction
with Ace, which could further lengthen the time to complete a transaction.
Management felt that these and other factors made the completion of a
transaction with the bank considerably less likely than the consummation of the
Merger transaction with Ace and Acquisition. Because of these and other
factors, the Company determined that the offer was not sufficient to warrant
terminating its letter of intent with Ace.

The Company received a proposal on September 21, 1995 from ADL
Associates ("ADL"), a capital group which invests in and acquires middle market
companies, which Mr. Lang transmitted to the other members of the Company Board
on September 22, 1995. A revised proposal was received by the Company on
September 28, 1995, and transmitted by Mr. Lang to the other Company Board
members the following day. ADL proposed, along with other terms, that it
purchase $3.5 million of newly issued convertible preferred stock of the
Company at an effective price of less than $1.20 per share. The proposal also
called for the issuance to ADL of warrants to purchase additional shares of
Common Stock at prices in the future pegged to current values, and the payment
of certain management fees to ADL in perpetuity. At its October 5, 1995
meeting, the Company Board met with Messrs. Formant and Clark, who had joined
ADL, and also Ehud D. Laska and Benjamin J. Douek, principals of ADL, to
discuss the proposal. After analysis and discussion of the ADL proposal over
the next several days, the members of the Company Board determined that it was
in the best interests of the Company and its shareholders for the Company to
continue to pursue the transaction with Ace. Mr. Lang advised Mr. Clark of the
Company's intent by telephone on October 10, 1995.

11
<PAGE> 21

Discussions and Negotiations with Ace

From April through November 1991, the Company and Ace engaged in
negotiations regarding the proposed acquisition of all of the Company's
outstanding capital stock in a cash merger having a basic structure similar to
that of the Merger. The parties entered into a letter of intent in July 1991,
but for various reasons did not complete the negotiation of or enter into a
definitive acquisition agreement. Although that transaction was not
consummated, the Company's management continued to communicate with Ace's
management from time to time. Ace grew rapidly, and the Company Board believed
that the Company might be an attractive acquisition candidate for Ace at some
point; and, in fact, on several occasions when the Company contacted Ace, Ace
expressed an interest in acquiring the Company's owned and operated locations
(the "Check Express Owned Stores").

Ace routinely reviews public announcements by its competitors in the
check-cashing industry, like the Company. At its meeting on April 24, 1995,
the Board of Directors of Ace (the "Ace Board") noted the public release of
earnings by the Company for its fiscal year ended December 31, 1994.

Shortly after the April 24, 1995 meeting of the Ace Board, Donald H.
Neustadt, the President and Chief Executive Officer of Ace, and Mr. Lang spoke
by telephone. In that conversation, Mr. Neustadt inquired about the Company's
interest in selling the Check Express Owned Stores. Mr. Lang informed Mr.
Neustadt that the Company would not consider a disposition of the Check Express
Owned Stores separate from the Company's franchising operations. Because Mr.
Neustadt indicated that Ace had an interest only in the Check Express Owned
Stores, the discussion did not continue.

On May 24, 1995, after informal discussions with the other Company Board
members and as determined at the Company Board's March 9, 1995 meeting, Mr.
Lang sent Mr. Neustadt a letter that outlined the strategic benefits available
to Ace if it were to acquire the Company and its subsidiaries and a set of pro
forma calculations based on the Company's historical financial information for
its 1994 fiscal year. Mr. Neustadt evaluated that information, but reiterated
to Mr. Lang Ace's interest only in the Check Express Owned Stores and stated
his belief that, based on the pro forma calculations, the Ace Board would
consider offering $3.8 million to $4.2 million for the Check Express Owned
Stores. Mr. Lang advised Mr. Neustadt that the Company Board believed it would
be in the best interests of the Company's shareholders if the Company were sold
as a whole.

Mr. Lang initiated a telephone conversation with Mr. Neustadt in
mid-June 1995 to inform Mr. Neustadt that the Company had recently received a
purchase proposal and to inquire as to Ace's interest in the Company. Mr.
Neustadt responded that Ace's interest had not changed since their previous
discussion.

On August 3, 1995, after informal discussion among the Company Board
members, the Company indicated in a public announcement that it would entertain
proposals or offers regarding the sale of the Company or to effect other
transactions to maximize shareholder value and liquidity. Mr. Lang called to
inform Mr. Neustadt about the press release and to encourage Ace to formulate
and make a proposal for the Company. Mr. Neustadt stated his belief that,
based on the most recent financial information about the Company and the pro
forma information provided to him in May, a price not significantly different
than the price range he previously expressed would be appropriate for the
entire Company if a market multiple were applied to the Company's earnings.

In separate informal discussions thereafter with certain other members
of the Ace Board, Mr. Neustadt and the other directors of Ace acknowledged that
any acquisition of the Company by Ace would have to involve not only the Check
Express Owned Stores, but also the Company's franchising operations. Mr.
Neustadt and the

12
<PAGE> 22

other members of Ace's management began to discuss the ways in which Ace might
approach the Company's franchising operations if they were acquired.

Mr. Neustadt reviewed the Company's public release, on August 14, 1995,
of its earnings for the fiscal quarter and six months ended June 30, 1995. The
following day Mr. Neustadt requested that Mr. Lang send additional financial
data of the Company for Ace's review. That data, which Mr. Lang then sent,
consisted of detailed profit and loss information for the Check Express Owned
Stores on a store by store basis and by business segment for the Company and
its subsidiaries for the six months ended June 30, 1995.

On August 16 - 18, 1995, Mr. Neustadt and other members of Ace's
management evaluated the data received from Mr. Lang and discussed among
themselves, with other members of the Ace Board, and with Ace's counsel the
possibility of making a proposal to acquire the Company. The other members of
Ace's management included R. Edward McCarty, Senior Vice President --
Operations, and Mike Edwards, Vice President -- Eastern United States
Operations. The key issues discussed were the operational synergies that might
result from an acquisition and the corresponding price range that Ace would be
willing to offer for the Company; the structure, cost, and time schedule for
the acquisition; the alternatives available to Ace for dealing with the
Company's franchising operations; and Ace's desire to avoid protracted
negotiations or becoming involved in a bidding contest. Mr. Neustadt
discovered from informal separate discussions with other members of the Ace
Board that the Ace Board would be willing to offer a purchase price in excess
of $4.5 million for the entire Company, based on the financial analysis
performed to date by Ace's management.

On August 18, 1995, at Mr. Neustadt's request, a representative of the
investment firm that had served as the managing underwriter for Ace's initial
public offering in December 1992 contacted a representative of Paradise to
inquire about the attitude of those principal shareholders of the Company,
who were affiliates of Paradise, regarding the sale of the Company in general,
the proposals or offers received by the Company to date, and the possibility of
an offer by Ace to acquire the Company. Ace thereby discovered that those
principal shareholders of the Company were quite interested in a sale of the
Company.

On that same date, Mr. Neustadt contacted Mr. Lang by telephone and
obtained assurances from Mr. Lang that the Company Board had not yet determined
to accept any other proposal or offer that the Company had received, that Mr.
Lang believed that the Company Board would seriously consider a proposal or
offer by Ace, and that Mr. Lang believed that the Company Board would be
willing to grant exclusivity to Ace or enter into an arrangement with Ace
involving a break-up fee, if Ace submitted a proposal or offer to acquire the
Company that was otherwise satisfactory to the Company Board and management of
the Company. Based on such assurances, Mr. Neustadt and Mr. Lang scheduled a
meeting of certain members of Ace's management and of the Company's management
for the following Monday at the Company's executive offices in Tampa, Florida.

On August 20, 1995, Messrs. Neustadt, McCarty and Edwards traveled to
Tampa for the next day's meeting and visited various locations of the Company
in the Tampa area.

The meeting on August 21, 1995 at the Company's executive offices
involved Messrs. Neustadt, McCarty and Edwards of Ace and Mr. Lang and certain
members of the Company's management in charge of its franchising operations.
The initial hours of the meeting were spent discussing the franchise operations
of the Company to permit Ace's representatives to better understand those
operations, and assess their potential benefits and risks to Ace, and identify
the alternatives available to Ace with respect to those operations if Ace
acquired the Company. Those alternatives identified by Ace were basically
three: continuation of the franchising operations as conducted by the Company;
continuation of the operations with existing franchisees, but without any
further or additional franchising; and restructuring or even ceasing such
operations by agreement with the existing franchisees. Thereafter at the
meeting, the participants discussed in detail other significant aspects of

13
<PAGE> 23

the Company's business and affairs, historical financial performance, and
prospects. Following such discussions, the representatives of Ace and the
Company negotiated the basic terms of the Merger, including the purchase price
of $1.20 per share of Common Stock to be paid by Ace, the circumstances in
which either party would be obligated to pay liquidated damages upon that
party's termination of their agreement, and the amount of such liquidated
damages payment.

On the same day, because of the progress of their discussions, the
representatives of Ace and the Company also negotiated, with their respective
counsel, and signed a Confidentiality Agreement between the Company and Ace,
containing mutual nondisclosure obligations with respect to the parties'
confidential information.

At the end of such day, having acknowledged that Mr. Lang's employment
with the Company would not continue after an acquisition by Ace, Mr. Lang and
Mr. Neustadt began discussions about the terms of a severance agreement between
the Company and Mr. Lang to be effective at the time of the acquisition. No
agreement regarding severance arrangements for Mr. Lang were reached at this
time. The other members of the Company Board were advised by Mr. Lang the
following day of the nature of his discussions with Mr. Neustadt regarding his
severance arrangements.

On August 22, 1995, Mr. Neustadt presented Mr. Lang with a proposed
term sheet that was intended to express in writing the basic terms of the
proposed transaction between the Company and Ace negotiated at the August 21st
meeting. On August 22 and 23 1995, Messrs. Lang and Neustadt, with counsel for
the Company and Ace, negotiated the term sheet. On August 23, 1995, after
informal discussions with the other members of the Company Board, including
advising such other Board members of discussions regarding his severance
arrangements, Mr. Lang presented Mr. Neustadt with a proposed revision of the
term sheet. A principal concern of the Company Board was the breakup fee
sought by Ace. Though the Company Board objected to Ace's proposals both as to
the amount of the breakup fee and the circumstances under which it would be
required to be paid, Mr. Neustadt indicated that Ace would not proceed if the
Company did not agree to that aspect of Ace's proposal. The Company Board
members believed that, notwithstanding the breakup fee provision, it would be
in the best interests of the Company and its shareholders to proceed with the
transaction. The term sheet was not completed or signed by the parties.
Instead, when Messrs. Lang and Neustadt determined that the basic terms were
sufficiently agreed, the Company and Ace and their respective counsel began
drafting and negotiating a letter of intent between the parties.

The proposed acquisition of the Company was the principal topic
discussed at the meeting of the Ace Board on August 24, 1995. At the meeting,
Mr. Neustadt reviewed for the Ace Board various pro forma calculations he had
prepared, based on financial data received from the Company, to indicate the
possible effects on Ace's business and performance of the proposed acquisition
of the Company, including the perceived benefits and risks related to the
Company's franchising operations and the alternatives available to Ace in
dealing with those operations. Mr. Neustadt also noted for the Ace Board the
possibility of significantly enhancing the revenue at the Check Express Owned
Stores by Ace's offering small consumer loans in those jurisdictions. As the
result of Mr. Neustadt's presentation and related factors discussed by Ace's
directors, the Ace Board authorized the management of Ace to negotiate and sign
a letter of intent to purchase the Company at the negotiated purchase price of
$1.20 per share of Common Stock.

From August 24 until August 31, 1995, the parties and their respective
counsel negotiated the letter of intent. As the result of the preparation and
negotiation of the term sheet, the principal remaining issues negotiated were
the term of the letter of intent and covenants regarding the conduct of the
business of the Company prior to the Closing. The letter of intent was signed
on August 31, 1995, and a public announcement thereof was made by the parties.
The Company Board ratified the letter of intent at its October 5, 1995 meeting.
The letter of intent contemplated that severance arrangements would be entered
into with the Company employees, but did not set forth, and as of the date
thereof there was no agreement as to, the terms of the Lang Severance
Agreement.

In September and the first part of October 1995, the parties and their
counsel prepared and negotiated the terms of the Merger Agreement. In addition
to the terms normally addressed in an acquisition agreement, the negotiations
focused on (a) Ace's desire to obtain from certain principal shareholders of
the Company an agreement to vote in favor of the Merger, and (b) a more
detailed description of the events that would require

14
<PAGE> 24

either party to pay liquidated damages (as a break-up fee) to the other party
in the event of a termination of the Merger Agreement. See "-- Provisions of
the Merger Agreement" below.

Also during this period, Mr. Lang and Mr. Neustadt had numerous
telephone conversations and other communications regarding Mr. Lang's severance
agreement with the Company, to be effective on the date of the Closing (the
"Closing Date"). The key issues negotiated included the severance amount to be
paid to Mr. Lang upon the early termination of his employment agreement with
the Company, the terms on which Mr. Lang would be entitled to obtain franchises
of locations from a subsidiary of the Company, the extent to which Mr. Lang
would release claims against the Company, the release of Mr. Lang from his
personal guarantee of certain indebtedness of the Company, and the extent of
Mr. Lang's covenant not to compete with Ace and its affiliates subsequent to
the Merger. During this period Mr. Lang kept the Company Board generally
advised of the progress of his discussions with Mr. Neustadt regarding his
severance agreement. In approving the Merger, the Company Board was aware of
and considered and approved the terms of the Lang Severance Agreement. See
"-- Interests of Certain Persons in the Merger -- Agreement and Release" below.

Mr. Neustadt discussed the progress of the negotiations of the Merger
Agreement with various other members of the Ace Board from time to time in
separate informal conversations, and one or more drafts of the Merger Agreement
were provided to the members of the Ace Board. By resolutions contained in a
written consent dated as of September 25, 1995, the members of the Ace Board
unanimously approved the Merger and the terms of the Merger Agreement they had
reviewed (and with such changes thereto as Mr. Neustadt or other members of
Ace's management may approve) and authorized the executive officers of Ace to
sign the definitive Merger Agreement when negotiated.

During the same period, Mr. Lang discussed the progress of the
negotiations of the Merger Agreement with various other members of the Company
Board from time to time in a series of informal conversations, and drafts of
the Merger Agreement were provided to the members of the Company Board. At a
meeting held on October 5, 1995, the Company Board unanimously determined that
the Merger is fair to, and in the best interests of, the Company's
shareholders, unanimously approved the Merger and the terms of the Merger
Agreement (with such changes thereto as Mr. Lang should approve), authorized
the executive officers of the Company to sign the definitive Merger Agreement
when negotiated, and determined to recommend approval by the Company's
shareholders. See "THE MERGER -- Reasons for the Merger; Recommendations of
the Board of Directors."

In early October 1995, Mr. Lang contacted certain principal shareholders
of the Company to obtain their written agreement to vote in favor of the Merger
and the Merger Agreement at the special meeting of the shareholders of the
Company that would be called to consider the Merger and the Merger Agreement
and to grant Ace a proxy with respect to such vote. Such voting agreements
from certain principal shareholders of the Company, as set forth in the
Shareholder Agreement and Irrevocable Proxy signed by each such shareholder
(collectively, "Shareholder Agreements"), were a condition to Ace's entering
into the Merger Agreement. Shareholders of the Company holding approximately
32.8% of the outstanding Common Stock signed the Shareholder Agreements in
favor of Ace. See "-- Interests of Certain Persons in the Merger --
Shareholder Agreement and Irrevocable Proxies" below.

On October 13, 1995, the Company, Ace and Acquisition signed and
publicly announced the Original Merger Agreement dated that day. For a
description of the terms of the Merger Agreement, see "-- Provisions of the
Merger Agreement" below. As of October 13, 1995, Mr. Lang, the Company and Ace
entered into the Agreement and Release, setting forth the terms of Mr. Lang's
severance pay and other rights effective on the Closing Date. In approving the
Merger, the Company Board was aware of and considered and approved the terms of
the Lang Severance Agreement. The Company Board noted the benefits to be
received thereunder by Mr. Lang, but further noted that Mr. Lang made
significant concessions under the Lang Severance Agreement, including but not
limited to foregoing a substantial sum of severance pay that otherwise would be
payable under his employment agreement upon consummation of the Merger. See
"--Interests of Certain Persons in the Merger -- Agreement and Release" below.

From October 18 through October 20, 1995, Messrs. Neustadt and McCarty
and other members of Ace's management met with Mr. Lang and other employees of
the Company at the Company's executive offices in order to gain a greater
knowledge of the Company's franchising operation, meet certain executive
officers and key

15
<PAGE> 25

employees of the Company, review certain employment records and evaluate recent
marketing efforts of the Company.

Following execution of the Merger Agreement, representatives of Ace also
began discussions with the Money Order Supplier (as defined below) regarding
financing for the Merger and submitted to the Money Order Supplier various
information regarding the Company and the proposed Merger.

On November 15, 1995, First Equity Corporation of Florida delivered its
written fairness opinion to the Company Board. See "-- Opinion of Financial
Advisor" below.

At a meeting on November 22, 1995, the Company Board ratified and
approved the Merger Agreement, determined that the Merger is fair to and in the
best interests of the Company and its shareholders, and determined to recommend
to the Company's shareholders that they approve and adopt the Merger Agreement
and approve the Merger. In approving the Merger, the Company Board was aware
of and considered and approved the terms of the Lang Severance Agreement. The
Company Board also approved the fairness opinion received from the Financial
Advisor and the form and content of this Proxy Statement.

On November 30, 1995, Ace lent the Company $450,000, See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --
Liquidity and Capital Resources."

The original Merger Agreement was amended, by an Amendment dated
December 20, 1995, to revise one date set forth in the original Merger
Agreement to reflect the updated schedule for the Merger. That Amendment is
part of the Merger Agreement accompanying this Proxy Statement as Appendix A.

REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARD OF DIRECTORS

In determining to recommend approval of the Merger, the Company Board
considered many factors; the following are all of the material factors
considered:

(1) The Company's core business, check cashing, requires substantial
amounts of cash "inventory" for operations. The Company believes that
with its present cash and credit lines it has sufficient capital to
continue its present level of operations. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --
Liquidity and Capital Resources." However, in order to realize what the
Company believes to be significant growth potential of its stores and to
continue to support the Company's expanding store and other operations,
the Company believes that, in the near future, it would have to obtain
additional cash. The Company's current credit relationships are such
that the Company Board is not confident that such funds can be obtained.
On the other hand, Ace has credit arrangements that would provide it
sufficient funds to operate all the Company's locations and realize
their growth potential. Consequently, Ace is in a position to offer a
price that reflects the Company's earnings potential, while the Company
may not be in a position to realize such potential.

(2) Before entering into the Merger Agreement, the Company, with the
involvement of its investment bankers and consultants, undertook a
comprehensive effort to locate other potential purchasers. As a result
of such effort, several offers and proposals to acquire the Company were
received. The Company Board evaluated all offers and indications of
interest on the basis of a number of factors, including each proposal's
underlying per share valuation of the Common Stock, the likelihood of
successfully completing the proposed transaction, the estimated timing
in completing the proposed transaction, and the anticipated costs of
completing the transaction. Prior to entering into the Merger Agreement
with Ace and Acquisition, all offers were at an effective valuation of
less than $1.20 per share. After announcing the Merger Agreement, the
Company received additional offers. But, no other offer received has
presented a high enough price and a high enough likelihood of completion
to justify terminating the Merger Agreement. See
"Background of the Merger," above.

In addition, the Company has explored the availability of funds from
other sources, including lenders and third parties who had expressed
interest in making a substantial investment in the Company, but has not
located an adequate source of funds. Based on discussions with the
Company's investment bankers, the Company Board also has determined that
it would not be cost effective to raise capital in the public debt

16
<PAGE> 26

or equity markets. The Company Board believes that the Merger is the
best of the alternatives that has been offered or made available to the
Company and its shareholders.

(3) In informal discussions, Paradise, the brokerage firm through which
most of the Company shareholders (other than directors and other
affiliates of the Company) acquired their shares of Common Stock has
indicated that it believes the Merger will be in the best interests
of the Company's shareholders, and more favorable to the shareholders
than other transactions that have been considered by the Company Board.

(4) The Board of Directors also has given significant weight to the
opinion of its Financial Advisor (attached as Appendix B hereto) to the
effect that the consideration to be paid to the shareholders of the
Company is fair to the shareholders from a financial point of view. See
"THE MERGER -- Opinion of Financial Advisor."

(5) Information available to the Company Board with respect to the
financial condition, results of operations and business of the Company
on both an historical and a prospective basis.

(6) The all-cash consideration to be received by shareholders in the
Merger and the opportunity for all shareholders to convert to cash all
of their shares of Common Stock.

(7) The financial ability of Ace and Acquisition to consummate the
Merger.

(8) The fact that the Merger Agreement permits the Company to pursue a
more favorable transaction should one materialize (although the Company
would then be required to pay Ace $300,000 in liquidated damages).

In view of the variety and number of factors considered in connection
with its evaluation of the Merger Agreement, the Company Board did not find it
practicable to, and did not, quantify or otherwise attempt to assign relative
weights to the factors considered in reaching its decision.

Upon consummation of the Merger, current shareholders of the Company will cease
to have any continuing interest in the Company, other than the right to payment
of the Merger Consideration in accordance with the terms of the Merger
Agreement. Accordingly, after consummation of the Merger, they will have no
opportunity to participate in any appreciation in the value of Common Stock,
other than the foregoing. However, the Company Board did not identify any
disadvantages to the Company's shareholders of consummation of the Merger.

THE COMPANY BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER IS IN THE
BEST INTERESTS OF, AND IS FAIR TO, THE HOLDERS OF SHARES OF THE COMPANY'S
COMMON STOCK. ACCORDINGLY, THE COMPANY BOARD HAS UNANIMOUSLY APPROVED AND
ADOPTED THE MERGER AGREEMENT AND APPROVED THE MERGER AND UNANIMOUSLY RECOMMENDS
THAT THE HOLDERS OF COMMON STOCK VOTE FOR THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT AND APPROVAL OF THE MERGER.

OPINION OF FINANCIAL ADVISOR

The Company has engaged First Equity Corporation of Florida (the
"Financial Advisor" or "First Equity") in connection with the transactions
contemplated by the Merger Agreement and to render its opinion as to the
fairness, from a financial point of view, to the shareholders of the Company, of
the Merger Consideration. The amount of the Merger Consideration was
determined through negotiations between the Company and Ace, and not the
Financial Advisor.

There is not and has not been any material relationship between the
Company or, to the Company's knowledge, any of the Company's affiliates and the
Financial Advisor, and no such relationship is contemplated.

On November 15, 1995, the Company Board received, and the Company Board
expects to receive as of the Closing, a written opinion from the Financial
Advisor that, as of such date, the consideration to be received by the

17
<PAGE> 27

Company's shareholders pursuant to the Merger Agreement is fair to such
shareholders from a financial point of view. The Financial Advisor's opinion
is addressed to the Company, the Company Board and the Company's shareholders,
and the Company's shareholders are entitled to rely upon such opinion. The
Financial Advisor has confirmed its written opinion as of the date of this
Proxy Statement.

THE FULL TEXT OF THE OPINION OF THE FINANCIAL ADVISOR, WHICH SETS FORTH
THE ASSUMPTIONS MADE, FACTORS CONSIDERED AND LIMITATIONS ON THE REVIEW
UNDERTAKEN BY THE FINANCIAL ADVISOR, DATED THE DATE OF THIS PROXY STATEMENT IS
ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT. THE COMPANY'S SHAREHOLDERS ARE
URGED TO READ SUCH OPINION IN ITS ENTIRETY. THE FINANCIAL ADVISOR'S OPINION IS
DIRECTED ONLY TO THE FAIRNESS OF THE CONSIDERATION TO BE PAID IN THE MERGER TO
THE COMPANY'S SHAREHOLDERS FROM A FINANCIAL POINT OF VIEW AND DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY OF THE COMPANY'S SHAREHOLDERS AS TO HOW SUCH
SHAREHOLDER SHOULD VOTE AT THE SPECIAL MEETING. THE SUMMARY OF THE OPINION OF
THE FINANCIAL ADVISOR SET FORTH IN THIS PROXY STATEMENT IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION ATTACHED AS APPENDIX B.

In rendering its opinion, the Financial Advisor: (1) reviewed the Merger
Agreement; (2) reviewed certain publicly available business and financial
information pertaining to the Company; (3) reviewed certain other information
provided to the Financial Advisor by the Company and prepared by the Company in
the ordinary course of its business; and (4) met with the management team of
the Company to discuss the business, financial condition and results of
operations, and prospects of the Company, as well as the Merger and the terms
of the Merger Agreement. The Financial Advisor also considered certain
financial and stock market data regarding the Company and compared that data
with similar data for other companies in businesses similar to those of the
Company, including Ace. In addition, the Financial Advisor considered the
financial terms of certain other business combinations that had recently been
effected or proposed. The Financial Advisor also considered such other
information, financial studies, analyses and investigations and financial,
economic and market data as it deemed relevant.

In connection with its review, the Financial Advisor did not independently
verify any of the foregoing information and relied on such information as being
complete and accurate in all material respects. With respect to any forecast
or projected financial information, the Financial Advisor assumed that such
information had been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of the Company as to the
future financial performance of the Company. In addition, the Financial
Advisor did not make an independent evaluation or appraisal of any of the
assets of the Company.

In connection with rendering its opinion, the Financial Advisor
considered a variety of valuation methods. The material valuation methods used
are summarized below. These analyses taken together provided the basis for the
Financial Advisor's opinion.

(1) Comparable Company Analysis. Using publicly available information,
the Financial Advisor attempted to identify other companies which, in the
Financial Advisor's judgment, were comparable to the Company for the purpose of
comparing historical operating and financial data, stock data and financial
ratios. In attempting to identify comparable companies, the Financial Advisor
considered such financial information as earnings per share for the latest
twelve months ("LTM"), fiscal 1994 and estimates for fiscal 1995; book value
per share; price multiples for LTM earnings per share, fiscal 1994 earnings
per share and estimated 1995 earnings per share; market capitalization; and
profitability. The Financial Advisor generally found that historical data
relating to the Company was not comparable to any other Companies considered.
Further, because of the Company's lack of earnings in recent periods, the
Financial Advisor did not develop any meaningful conclusions from this
analysis.

18
<PAGE> 28

(2) Selected Transaction Analysis. Using publicly available
information, the Financial Advisor also sought to identify recently completed
or pending transactions which, in the Financial Advisor's judgment, were
comparable to the Merger for the purpose of this analysis. The Financial
Advisor did not identify any such transactions, and no meaningful conclusions
were developed by the Financial Advisor from this analysis.

(3) Trading History of the Common Stock. The Financial Advisor
analyzed the price and trading volume history for the common stock of the
Selected Companies and the Company over the preceding year. The trading
history of the Selected Companies' common stock was reviewed to examine trends
in the industry and to examine industry factors affecting the Common Stock.

(4) Break-Up Analysis. The Financial Advisor performed a break-up
analysis to identify and value the principal asset components of the Company,
including installment notes receivable, Company owned stores and franchise
operations. In view of the lack of available information on comparable
companies and industry transactions, the break-up analysis incorporated
generally accepted industry valuation measures as well as traditional market
indications which were applied to determine a range of values for the
individual asset components. Other corporate assets not included within the
principal components were valued at book value. Intangibles were excluded from
the analysis. Total liabilities were then deducted to arrive at a net asset
valuation assuming the individual components and other assets could be
liquidated separately.

Installment Notes Receivable. At September 30, 1995, the Company had
installment notes receivable, net, of $2,691,957. These notes receivables
represent the major portion of the assets of the Company's subsidiary Check
Express Finance, Inc. ("CEF"), the Company's finance subsidiary operating mainly
in the used automobile financing industry. The Company has entered into a
letter of intent contemplating the sale of the assets or stock of CEF. See
"BUSINESS OF THE COMPANY -- General." In negotiating such letter of intent,
the Company valued its notes receivable at between 60% and 70% of the gross
amount of the receivables. The Financial Advisor determined that, based on a
gross amount of approximately $3,965,000 and a value of between 60% and 70% of
the gross amount, the installment notes receivable would have an estimated
value of between $2,379,000 and $2,776,000.

Company Stores. The Financial Advisor concluded that the check cashing
industry typically values check cashing stores at between 70% and 100% of gross
revenues and three times cash flow. This is consistent with the Company's
experience in acquiring other check cashing locations. The Financial Advisor
determined that, based on projected 1995 store revenues of $4,8000,000, the
Company's owned stores, including property and equipment, would have an
estimated value of between $3,360,000 and $4,800,000, while based on projected
1995 cash flow of $979,000 such stores would have an estimated value of
approximately $2,937,000.

Franchise Operations. The Financial Advisor determined that no industry or
other guidelines would be appropriate under the circumstances to value the
Company's franchise operations or franchise businesses in general. Two
approaches were considered in estimating the value of the Company's franchise
operations. The first approach capitalized the net income of the franchise
operations at a multiple which was derived from analysis of specialty financial
services companies, adjusted for size and risk. The average projected 1995
multiple for specialty financial services companies of 17.2 was converted to an
earnings yield of 5.8% (100% / 17.2). A risk premium of 50% was applied to
adjust for the size and uncertainty of the Company's franchise operations
relative to the publicly traded group of specialty financial services
companies. The resulting earnings yield of 8.7% was converted to a
price-earnings ratio of 11.5(100% / 8.7) and applied to adjusted net income of
the Company's franchise operations. In calculating adjusted net income,
expenses of $530,365 relating to the Company's operations support group were
added to total operating expenses for franchise operations. The Financial
Advisor determined that these expenses were substantially for the benefit of
franchise operations and, indeed, necessary to sustain the existing base of
royalties and franchise sales. Thus, stated pretax income from franchise
operations of $839,942 was reduced by $530,365 resulting in adjusted pretax
income of $309,577. Pro forma taxes of $117,639 were deducted using a 38% tax
rate resulting in adjusted net income of $191,938, indicating an estimated value
of approximately $2,207,000.

A second approach used to value franchise operations considered the ongoing
revenue stream from franchise royalties. This approach assumed that franchise
sales had no value since 1995 projected sales operating expenses of $551,439
exceeded projected sales revenues of $323,500. Franchise royalties for
December were annualized at $1,578,420. Franchise support expenses of $327,503
and operations support expenses of $530,365 were deducted to arrive at net
income from franchise royalties. Pro forma taxes of $273,810 were deducted
assuming a 38% tax rate, resulting in pro forma cash flow from royalties of
$446,742. In arriving at a discount factor, a five year estimated average
remaining life was used and a 10% interest rate was applied resulting in an
estimated value of approximately $1,693,000.

Other Corporate Assets. Other corporate assets, including cash, accounts
receivable, notes receivable, recoverable income taxes, prepaid expenses, and
other assets were valued at their respective balance sheet amounts at September
30, 1995 and totaled $3,584,000.

Total Assets. Based on the foregoing, the Financial Advisor estimated the
total value of the Company's assets to be between approximately $10,593,000 and
approximately $13,367,000.

Liabilities. Total liabilities at September 30, 1995 of $6,455,000 were
deducted from total assets to arrive at an estimated net asset value range for
the Company of between approximately $4,138,000 and approximately $6,912,000.

Net Asset Value Per Share. Estimated net asset value per share was calculated
by adding the proceeds from presently exercisable options to estimated net
asset value and dividing by the total number of shares outstanding after such
exercise, resulting in an estimated net asset value per share of between
approximately $0.82 per share and approximately $1.33 per share.

(5) Discounted Cash Flow Analysis. No discounted cash flow analysis
was performed except as to valuation of the Company's franchise operations as
part of the break-up analysis described above.

(6) General. The Financial Advisor also considered various industry
related and other factors.

In preparing its opinion to the Company Board, Financial Advisor
performed a variety of financial and comparative analyses, including those
described above. This summary of such analyses does not purport to be a
complete description of the analyses underlying the Financial Advisor's
opinion. The preparation of a fairness opinion is a complex analytical process
involving various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods to the
particular circumstances. Therefore, such opinion is not readily susceptible
to a summary description. In arriving at its opinion, the Financial Advisor
did not attribute any particular weight to any analysis or factor considered by
it, but rather made qualitative judgments as to the significance and relevance
of each analysis and factor. The Financial Advisor believes that its analyses
must be considered as a whole and that selecting portions of its analyses and
other factors considered by it, without considering all analyses and factors,
could create a misleading view of the processes underlying its opinion. The
Financial Advisor made numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many
of which are beyond the control of the Company and the Financial Advisor. Any
estimates contained in the Financial Advisor's analyses are not necessarily
indicative of actual values, which may be significantly more or less favorable
than as set forth therein. Estimates of the financial value of companies do
not purport to be appraisals or necessarily reflect the prices at which
companies actually may be sold. Because such estimates are inherently subject
to uncertainty, neither the Company, Ace, the Financial Advisor nor any other
person is responsible for their accuracy.

In rendering its opinion, the Financial Advisor expressed no view and
made no recommendations to the Company's shareholders with respect to how such
holders should vote on the Merger.

First Equity is a regionally recognized investment banking firm
regularly engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, private placements and valuations for
estate, corporate and other purposes. The Company Board selected and retained
the Financial Advisor to act

19
<PAGE> 29

as financial advisor in connection with the Merger on the basis of such
experience and other relevant factors. See "-- Background of the Merger."

The Company has paid the Financial Advisor a fee of $25,000, and has
reimbursed the Financial Advisor for certain of its out-of-pocket expenses
aggregating less than $500, in connection with such firm's analysis and
opinion.

PROVISIONS OF THE MERGER AGREEMENT

Conversion of Shares

At the Effective Time, and without any action on the part of the
Company, Ace or Acquisition, or any holder of any shares of Common Stock, each
outstanding share of Common Stock (other than Dissenting Shares) will be
converted automatically into the right to receive the Merger Consideration.
See "--Surrender of Certificates" below. Dissenting Shares will have the right
to receive such consideration as may be determined to be due to the holders of
such shares pursuant to Florida law, but will have no other rights.

Each share of common stock, $0.01 par value of Acquisition outstanding
and held by Ace as of the Effective Time will be converted into and become one
fully paid and nonassessable share of Common Stock of the Company as the
surviving entity in the Merger. For a discussion of the treatment of Options
and Warrants in the Merger Agreement, see "-- Outstanding Options and Warrants"
below. For a discussion of the rights of holders of Dissenting Shares, see
"RIGHTS OF DISSENTING SHAREHOLDERS."

Conditions to the Merger

The obligations of the Company to effect the Merger are subject to the
satisfaction of certain conditions, including, among others, that (1)
Acquisition and Ace shall have fulfilled all their obligations under the Merger
Agreement; (2) all of the representations and warranties of Acquisition and Ace
shall have been true and correct as of the date of the Merger Agreement and
shall be true and correct as of the Closing Date; (3) the Company shall have
received an opinion of counsel to Acquisition and Ace as to certain matters;
(4) no action, proceeding, or order by any court or governmental body or agency
shall have been threatened in writing, asserted, instituted, or entered to
restrain or prohibit the carrying out of the Merger; and (5) all of the
agreements, documents and instruments contemplated by or attached as exhibits
to the Merger Agreement shall have been executed and delivered.

The obligations of Acquisition and Ace to effect the Merger are subject
to the satisfaction of certain conditions, including, among others, that (1)
the Company shall have fulfilled all its obligations under the Merger
Agreement; (2) all of the representations and warranties of the Company shall
have been true and correct as of the date of the Merger Agreement and shall be
true and correct as of the Closing; (3) Acquisition and Ace shall have received
an opinion of counsel to the Company as to certain matters; (4) there shall
have occurred no material adverse change in the amount of $25,000 or more in
the business, properties, assets, liabilities, results of operations,
prospects, or condition, financial or otherwise, of the Company from that
reflected in the Company's consolidated balance sheet as of June 30, 1995, and
the related consolidated statements of income, changes in shareholders' equity,
and changes in cash flow for the year then ended; (5) Acquisition and Ace shall
have completed a due diligence investigation of the Company and shall be
satisfied in their sole discretion with the results thereof; (6) the Company
shall have obtained all approvals and consents of third parties and any
governmental body that are necessary for the Company's Closing; (7) the Merger
shall have been approved by the Company's shareholders in accordance with
Florida law, and not more than 5% of the Company's shareholders shall have
exercised dissenters' rights under the Florida Business Corporation Act; (8) no
action,

20
<PAGE> 30

proceeding, or order by any court or governmental body or agency shall have
been threatened in writing, asserted, instituted, or entered to restrain or
prohibit the carrying out of the Merger; (9) all of the agreements, documents
and instruments contemplated by or attached as exhibits to the Merger Agreement
shall have been executed and delivered; and (10) Ace shall have secured and
closed a financing arrangement acceptable to Ace to provide the funds necessary
to consummate the Merger, and shall have received the consent of its senior
secured lender that is necessary for Ace's consummation of the financing and
transactions contemplated by the Merger Agreement.

Conduct of Business Pending the Merger

Pending consummation of the Merger, the Company has agreed

(1) to afford Ace, Acquisition and their representatives full access to
and the right to inspect, review, and make copies of its assets, properties,
books, contracts, commitments and records, view the Company's physical
properties and communicate with key employees and customers and suppliers, and
in connection therewith to furnish such information and materials as Ace and
Acquisition may reasonably request;

(2) to conduct its operations in the ordinary and usual course of
business consistent with past and current practices, and use its best efforts
to maintain and preserve intact its organization and goodwill, to retain the
services of key officers and employees, and to maintain current business
relationships;

(3) to advise Acquisition and Ace of material operational matters and
the general status of ongoing operations;

(4) to notify Acquisition and Ace of any emergency or other change in
the normal course of business, and of any governmental complaint,
investigation, hearing, or communication indicating the same may be
contemplated;

(5) to use its best efforts to take no action that, and not fail to take
any action the failure to take which, would cause or permit its representations
and warranties to be untrue in any respect at the Closing; and

(6) not to (i) declare, pay or set aside for payment any dividend or
distribution with respect to its capital stock; (ii) make any change in its
capital structure, (iii) redeem, purchase, or otherwise acquire any of the
Common Stock or any warrant or option to purchase Common Stock, except for an
amount not greater than the amount that would be paid therefor under the Merger
Agreement; (iv) make any material loan or advance to any shareholder, officer,
director or employee of the Company; or (v) increase the compensation of or pay
or accrue any bonus to any employee of the Company other than in accordance
with established practices.

Mutual Covenants

The Company on the one hand, and Acquisition and Ace on the other hand,
have agreed with each other (1) that each will notify the other or others in
writing of any facts that would make any of the notifying party's or parties'
representations and warranties under the Merger Agreement untrue in any
material respect, or that would otherwise constitute a material adverse change
in the business, results of operation, working capital, assets, liabilities, or
condition (financial or otherwise) of the notifying party or parties taken as a
whole; (2) to use their best efforts and cooperate in proceeding to Closing;
(3) to make all press releases and similar announcements jointly, subject to
regulatory and other requirements; (4) to provide to the other copies of all
Securities and Exchange Commission and other governmental filings; and (5) to
maintain the confidentiality of information received from the other or others.

21
<PAGE> 31

No Solicitation Provision

The Company has agreed not to (1) initiate, solicit or encourage, or
take any other action intended or designed, directly or indirectly, to
facilitate, any inquiries or the making of any proposal that constitutes, or
may reasonably be expected to lead to, any "Competing Transaction" (as defined
below), or (2) enter into discussions with or negotiate with any person or
entity or otherwise cooperate in any way in furtherance of such inquiries or to
obtain a Competing Transaction, or (3) agree to or endorse any Competing
Transaction, or authorize any person to take such action. The Company also
agreed to direct and instruct and use its best efforts to cause its
representatives not to take any such prohibited action, and to notify Ace of
the receipt and material terms of any such inquiries or proposals as are
received. "Competing Transaction" includes, among other things (other than the
transactions contemplated by the Merger Agreement), (1) any merger,
consolidation, share exchange, business combination, or other similar
transaction; (2) any sale, lease, exchange, mortgage, pledge, transfer, or
other disposition of ten percent or more of the assets of the Company or
issuance of ten percent or more of the outstanding voting securities of the
Company; (3) any tender or exchange offer for ten percent or more of the
outstanding Common Stock; (4) any solicitation of proxies in opposition to the
Merger; and (5) the acquisition by any person or group of persons acting
together of ten percent or more of the outstanding shares of Common Stock or of
control of the Company.

Notwithstanding the foregoing, the Company may review and respond to an
unsolicited proposal from a third party if and to the extent that the Company
Board, after consultation with legal counsel, determines in good faith that
such action is required or may reasonably be required for the Board of
Directors to comply with its fiduciary duties to the Company's shareholders,
provided that the Company obtains a confidentiality agreement from such party
and further provided that the Company notifies Ace prior to responding and
keeps Ace informed as to the matter.

Termination and Liquidated Damages

The Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval by the Company's shareholders,
(1) by mutual consent of the parties to the Merger Agreement, (2) by either
party after February 15, 1996 if a condition to such party's obligations to
consummate the Merger has not been satisfied; (3) by Ace if there has been a
breach by the Company of any of its covenants, agreements, representations or
warranties under the Merger Agreement; (4) by the Company if there has been a
breach by Acquisition or Ace of any of their covenants, agreements,
representations or warranties under the Merger Agreement; (5) by either Ace or
the Company if any governmental action prevents or prohibits Closing; (6) by
either Ace or the Company if the Merger Agreement shall fail to receive the
requisite vote for approval by the Company's shareholders; (7) by either Ace or
the Company if the Company Board recommends to its shareholders any Competing
Transaction or if a third party consummates a Competing Transaction and gains
control of the Company. Provisions regarding confidentiality, press releases
and payment of expenses of the transaction shall survive termination of the
Merger Agreement.

If the Merger Agreement is terminated (1) in connection with the
approval by the Board of Directors, the recommendation by the Board of
Directors that the Company's shareholders approve, or the consummation of a
Competing Transaction; (2) on account of the failure of the Company's
shareholders to approve the Merger; (3) on account of a breach by the Company
of its obligations under the Merger Agreement; or (4) on account of a material
breach of any representation or warranty of the Company that is within the
knowledge of certain key personnel, then the Company shall pay to Ace, promptly
after termination of the Merger Agreement, liquidated damages of $300,000 in
immediately available funds. Such payment shall not limit any right of Ace to
recover monetary damages, including consequential and punitive damages, in
connection with any wrongful act of the Company.

22
<PAGE> 32

Amendments and Waivers

The Merger Agreement may be amended, modified, or supplemented, at any
time before the Effective Time, only by a written instrument executed by the
parties against which enforcement of the amendment, modification, or supplement
is sought.

Shareholder approval of the Merger Agreement and the Merger will not
expire and is not subject to reconsideration in the event of an extended delay
or material change in the Company or its prospects. However, the Company Board
can, under certain circumstances, terminate the Merger Agreement and abandon
the Merger after shareholder approval is obtained.

EFFECT OF THE MERGER ON THE COMPANY

At the Effective Time, the Company, as the surviving corporation, will
continue to exist as a Florida corporation and will be a wholly owned
subsidiary of Ace. Consequently, the current shareholders of the Company will
have no continuing interest in the Company. Following the Merger, there will
be no public trading market for the capital stock of the Company, and the
Common Stock will be deregistered under the Securities Exchange Act of 1934, as
amended. Pursuant to the Merger Agreement, the Articles of Incorporation and
the Bylaws of the Company in effect immediately before the Effective Time will
be the Articles of Incorporation and the Bylaws of the Company as the surviving
corporation following the Merger.

SOURCE AND AMOUNT OF FUNDS

If the Merger is consummated, Ace will be required under the Merger
Agreement to pay cash to the holders of shares of Common Stock, Options and
Warrants in each case outstanding immediately before the Effective Time, in the
aggregate amount of approximately $6.2 million. In addition, Ace will be
obligated to pay an aggregate $287,000 to Mr. Lang over a two-year period
under the Lang Severance Agreement (see "-- Interests of Certain Persons in the
Merger -- Agreement and Release" below) and a maximum aggregate $360,000, over
a period of up to three years, as severance to certain other current key
employees of the Company whose employment may be terminated upon Closing.

Ace intends to borrow substantially all of such amounts from Ace's money
order supplier, American Express Travel Related Services Company, Inc. (the
"Money Order Supplier"), under the existing 1992 Master Agreement, as amended,
between Ace and the Money Order Supplier (the "Money Order Agreement").

The Money Order Agreement includes, among other things, a revolving
advance commitment by the Money Order Supplier, in the maximum aggregate amount
of $15.0 million, on which Ace may draw for the purpose of its expansion and
acquisition of new stores. Each borrowing by Ace under such commitment bears
interest at an annual rate of 1% over the prime rate (as currently published in
The Wall Street Journal) and is payable in equal monthly installments using a
60-month amortization until December 31, 1998, when all

23
<PAGE> 33

outstanding amounts will be due. Approximately $5.3 million of such commitment
is currently available to Ace, and Ace is currently negotiating an increase in
such commitment.

All necessary amounts that Ace does not borrow under the Money Order
Agreement will be paid out of Ace's working capital.

A condition to the Merger is that Ace will be able to borrow under the
Money Order Agreement an amount necessary to consummate the Merger. Ace's
ability to draw on the existing commitment is subject to certain conditions,
including verification by the Money Order Supplier of the proposed use of
proceeds, but Ace currently expects that such conditions will be satisfied.

SURRENDER OF CERTIFICATES

Exchange Agent

As of the Effective Time, Ace shall deposit with First Interstate Bank
of Texas, (the "Exchange Agent"), for the benefit of the shareholders of the
Company (other than shareholders who properly exercise dissenters' rights
under Florida law), the aggregate Merger Consideration (the "Exchange Fund")
to be paid to the shareholders in exchange for their outstanding shares of
Common Stock.

Exchange Procedures

Promptly after the Effective Time, Ace will instruct the Exchange Agent
to mail to each holder of record of a certificate of certificates which
immediately prior to the Effective Time represented outstanding shares of
Common Stock (other than shares held by shareholders who properly exercise
dissenters' rights under Florida law) (the "Certificates") (1) a letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon proper delivery of the
Certificates to the Exchange Agent and shall be in customary form) and (2)
instructions for use in effecting the surrender of the Certificates in exchange
for the Merger Consideration. SHAREHOLDERS SHOULD NOT SUBMIT THEIR STOCK
CERTIFICATES FOR EXCHANGE UNTIL THE INSTRUCTIONS AND THE LETTER OF TRANSMITTAL
ARE RECEIVED. Upon surrender of a Certificate for cancellation to the Exchange
Agent together with such letter of transmittal, duly executed, and such other
documents as may be required pursuant to such instructions, the holder of such
Certificate shall be entitled to receive in exchange therefor the Merger
Consideration and the Certificates so surrendered will be canceled. In the
event of a transfer of ownership of shares of Common Stock which is not
registered in the transfer records of the Company, the Merger Consideration may
be paid to a transferee if the Certificates representing the Common Stock are
presented to the Exchange Agent, accompanied by all documents required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrender as contemplated by the Merger
Agreement, each Certificate shall be deemed at any time after the Effective
Time to represent only the right to receive, upon such surrender the Merger
Consideration.

No Further Rights in Common Stock

The payment of the Merger Consideration in accordance with the terms of
the Merger Agreement will be deemed to have been issued and paid in full
satisfaction of all rights pertaining to the Common Stock.

Termination of the Exchange Fund

Any portion of the Exchange Fund which remain undistributed to the
holders of the Certificates one year after the Effective Time will be delivered
to the Company, upon demand, and any holders of Common Stock

24
<PAGE> 34

(other than Dissenting Shares) who have not theretofore complied with the
exchange procedure must thereafter look only to the Company for the Merger
Consideration.

No Liability

Neither the Company nor Ace will be liable to any holder of a
Certificate for any Merger Consideration delivered to a public official
pursuant to any abandoned property, escheat or similar law.

Lost, Stolen or Destroyed Certificates

The Exchange Agent will pay in exchange for any lost, stolen or
destroyed Certificates, upon the making of an affidavit of that fact by the
holder thereof, the Merger Consideration. Ace may, however, require the owner
of such lost, stolen or destroyed Certificates to deliver a bond of indemnity
against any claim that may be made against Ace, the Company or the Exchange
Agent with respect to the Certificates alleged to have been lost, stolen or
destroyed.

OUTSTANDING OPTIONS AND WARRANTS

The Company has outstanding Options and Warrants to purchase, in the
aggregate, up to 1,678,500 shares of Common Stock at exercise prices ranging
from $.43 per share to $3.00 per share. As to such Options as to which the
exercise price is less than the Merger Consideration per share, the Company has
obtained the agreement of the holders thereof to surrender such options,
simultaneously with the Closing, in exchange for the difference between the
Merger Consideration of $1.20 per share and the exercise price per share under
the applicable option multiplied by the number of shares covered thereby.
Warrants, included in outstanding Units, to purchase up to 1,000,500 shares of
Common Stock at an exercise price of $3.00 per share are being redeemed by the
Company for $.01 per underlying share of Common Stock ($10,005 in the aggregate)
in accordance with the terms of the Units. Options and Warrants as to which
the exercise price is greater than the Merger Consideration per share are to
be canceled without any payment by the Company. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

DEREGISTRATION OF COMMON STOCK

Following the Closing, the shares of Common Stock will cease to be
registered under the Securities Exchange Act of 1934 and will cease to be
publicly traded.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Interests in Stock and Stock Options

Certain of the Company's directors and officers own shares of Common
Stock and will be entitled to receive the Merger Consideration. Certain of the
Company's directors and officers own Options and will be entitled to receive
the Merger Consideration less the exercise price of the Option for each share
of Common Stock covered by the Options. See "MANAGEMENT," "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "-- Outstanding Options and
Warrants" above. Such persons will receive the same Merger Consideration per
share as all other shareholders, and will not receive any special or additional
consideration for their shares of Common Stock or Options.

Agreement and Release

Larry F. Lang, Chairman and Chief Executive Officer of the Company, will
voluntarily terminate his employment with the Company in connection with the
Merger, as further described below. Mr. Lang has entered

25
<PAGE> 35

into an employment agreement with the Company providing for a term of
employment that began as of April 1, 1995 and is scheduled to terminate on
March 31, 2000. Under the employment agreement Mr. Lang receives $130,000 each
year in base salary, subject to possible increase (but not decrease) by the
Company Board after through March 31, 1996. In addition, he is entitled to
receive bonus compensation in an amount equal to ten percent (10%) of the
Company's pre-tax profit on a quarterly basis, subject to certain limits. Mr.
Lang also receives under his employment agreement, each year, an option to
purchase 50,000 shares of Common Stock at the closing bid price as of the close
of business on the last business day immediately preceding the grant date, as
well as certain fringe benefits. Under his employment agreement, if the
Company were to terminate his employment without good cause, then the Company
would be required to immediately pay to Mr. Lang, in a single lump sum payment,
the amount of basic compensation that would be payable over time were his
employment to continue until March 31, 2000, and also to continue to pay all
other compensation provided for in the employment agreement.

Early in the negotiations between the Company and Ace, Ace and Mr. Lang
acknowledged that Mr. Lang's employment with the Company would not continue
after the acquisition of the Company by Ace. Accordingly, Mr. Lang has entered
into an Agreement and Release with Ace (the "Lang Severance Agreement"),
pursuant to which Mr. Lang has agreed to resign as of the effective date of the
Merger. The following discussion includes summaries or descriptions of certain
provisions of the Lang Severance Agreement. Such summaries and descriptions
are qualified in their entirety by reference to the text of the Lang Severance
Agreement attached as Appendix D to this Proxy Statement.

Under the terms of the Lang Severance Agreement, Mr. Lang has (1)
accepted a reduction of his severance pay to $287,000, amounting to the
approximate equivalent of two years of continued base salary, to be paid over a
two year period; (2) released the Company from substantially all claims that he
might have against the Company; (3) agreed to provide consulting services to
Ace for one year for no additional consideration; and (4) agreed not to compete
with Ace for a period of three years. In exchange for such concessions, (1)
the Company will reimburse Mr. Lang for health insurance premiums for 18 months
after the effective date of the Merger, not to exceed $120 per month; (2) the
Company will use its best efforts to cause Mr. Lang to be released from all
personal guarantees by him of the Company's indebtedness, and will repay any
such indebtedness with respect to which a release is not obtained within 60
days after the effective date of the Merger; and (3) the Company has agreed
that for a period of ten years Mr. Lang will have the right to open up to ten
franchised check cashing stores under franchise agreements with Check Express
USA, Inc., one of the Company's franchising subsidiaries, without payment of
initial franchise fees, with reduced continuing monthly franchise royalties,
and with certain other variances from the Company's usual form of franchise
agreement.

The Company has entered into a letter of intent contemplating the sale
of the assets or stock of Check Express Finance, Inc. ("CEF"), the Company's
finance subsidiary operating mainly in the used automobile financing industry.
See "BUSINESS OF THE COMPANY -- General." However, in addition to the
foregoing, Ace has indicated that, if the assets or stock of CEF have not been
sold as of the Closing, Ace may desire to dispose of CEF. Ace has agreed to
pay Mr. Lang a fee of 10% of any gain upon the sale of CEF, determined in
accordance with generally accepted accounting principles, should CEF be sold to
a party introduced to Ace by Mr. Lang within one year of such introduction.

Shareholder Agreements and Irrevocable Proxies

Ace has entered into a Shareholder Agreement and Irrevocable Proxy with
each of certain principal shareholders of the Company, pursuant to which Ace
has the power to vote an aggregate of 1,657,606 shares of Common Stock to
approve the Merger, which represents approximately 32.8% of the outstanding
Common Stock on the Record Date. The shareholders that entered into the
Shareholder Agreements agreed (1) not to sell,

26
<PAGE> 36

transfer, pledge, encumber, assign, or otherwise dispose of their shares of
Common Stock, (2) not to take any action or actions to perfect any dissenters'
rights he or it may have as a result of the Merger under the Dissenters' Rights
Statutes or otherwise and (3) to cause any representatives or employees of such
shareholder who are members of the Company Board to vote to recommend approval
and adoption of the Merger Agreement by the shareholders of the Company,
subject to any contrary fiduciary duties. See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT." A form of the Shareholder Agreement is
attached as Appendix E hereto. The preceding summary of the Shareholder
Agreement is qualified in its entirely by reference to the full text of the
Shareholder Agreement.

Severance Arrangement for Employees Other than Lang

The employment by the Company of some employees other than Mr. Lang will
terminate in connection with the consummation of the Merger, whereupon such
persons will receive severance pay either in accordance with Company policy or
on an individually negotiated basis. It is anticipated that the employment of
Decker A. Todd, Vice President-Finance and Chief Financial Officer of the
Company, may terminate in connection with consummation with the Merger, and
that upon such termination he will receive approximately $44,000 in severance
pay, equivalent to approximately seven months' salary for Mr. Todd. No officer
or other key employee, other than Messrs. Lang and Todd, is presently expected
to terminate his or her employment with the Company in connection with the
consummation of the Merger.

FEDERAL INCOME TAX CONSEQUENCES

The following description of the material federal income tax
consequences of the Merger to holders of shares of Common Stock is provided
without reference to the particular facts and circumstances of any particular
shareholder or to any state, local or foreign tax laws that may be applicable
in a particular case. IN VIEW OF THE INDIVIDUAL NATURE OF EACH SHAREHOLDER'S
TAX SITUATION, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER.

The Merger will be a taxable event for any holder of shares of Common
Stock for federal income tax purposes and also may be a taxable event under
applicable state, local and foreign tax laws. A shareholder will recognize
gain or loss for federal income tax purposes measured by the difference between
the amount of cash received (less, in the case of dissenters, any amount
thereof that is deemed to be interest for federal income tax purposes) and such
shareholder's adjusted tax basis for the shares of Common Stock converted into
cash. The gain or loss recognized will be treated as a capital gain or loss if
the shares of Common Stock are held by the shareholder as a capital asset, and
will be a long-term capital gain or loss if the shareholder's holding period
for such shares exceeds one year.

ACCOUNTING TREATMENT

Ace will account for the Merger using the purchase method of accounting
under generally accepted accounting principles. Under the purchase method of
accounting, assets and liabilities of the Company would be recorded at their
fair value on the Closing Date, and any excess of the purchase price over the
fair value of the

27
<PAGE> 37

underlying net assets of the Company would be recorded as goodwill. For
accounting purposes, Ace will be deemed to be purchasing all outstanding shares
of Common Stock.

REGULATORY REQUIREMENTS

Neither the Company, Ace, or Acquisition is aware of any governmental
approvals required for consummation of the Merger, other than the compliance
with federal securities laws in connection with the solicitation of proxies.
Since the Company will become a wholly owned subsidiary of Ace, certain state
and local licenses and registrations relating to and necessary for the
continued conduct of the business of the Company will require filings,
amendments or notices under state and local laws due to such change of control.

RIGHTS OF DISSENTING SHAREHOLDERS

Pursuant to Sections 607.1301, 607.1302 and 607.1320 of the Florida
Business Corporation Act (the "Dissenters' Rights Statutes"), any shareholder
of the Company has the right to dissent from the Merger and obtain, instead of
the Merger Consideration, payment of the "fair value" of such person's shares
in the event of consummation of the Merger, provided that such holder complies
with applicable statutory requirements, summarized below. All references to
and summaries of the rights of dissenting shareholders are qualified in their
entirety by reference to the text of the Dissenters' Rights Statutes attached
to this Proxy Statement as Appendix C.

"Fair value" generally means the value of the shares of Common Stock as
of the close of business on the day prior to the date of the Special Meeting,
and is generally determined excluding any appreciation or depreciation in
anticipation of the Merger, unless exclusion would be inequitable. The Company
Board believes that, as reflected by the Company's market price per share in
recent years, the fair value of the Company's shares for purposes of this
statute would be less than $1.20 per share. It is important to remember that,
although a shareholder may exercise dissenters' rights in hope or anticipation
of receiving more than the Merger Consideration, it is possible for the
exercise of dissenters' rights to result in the receipt of a lower sale price
than the Merger Consideration. As described in more detail below, the
dissenters' rights procedure includes an offer by the Company to purchase the
dissenters' shares for what the Company estimates to be the "fair value" of the
shares. This offer generally serves as the beginning of a negotiation period,
and precedes any resort to the courts.

A shareholder exercising dissenters' rights (a "Dissenting Shareholder")
may dissent as to fewer than all the shares registered in such person's name.
In that event, the Dissenting Shareholder's rights shall be determined as if
the shares as to which the Dissenting Shareholder has dissented ("Dissenting
Shares") and such person's other shares were registered in the names of
different shareholders.

A shareholder entitled to dissent and obtain payment for such person's
shares under the Dissenters' Rights Statutes may not challenge the corporate
action creating such entitlement unless the action is unlawful or fraudulent
with respect to the shareholder or the corporation.

The procedures set forth in the Florida Business Corporation Act must be
strictly complied with. Failure to follow any such procedures will result in a
termination or waiver of dissenters' rights. Under Florida law, a Dissenting
Shareholder, as to such person's Dissenting Shares, must:

(1) Deliver to the Company, at the address set forth below, before the
vote on the Merger Agreement and the Merger is taken, written notice of
the Dissenting Shareholder's intent to demand payment for the Dissenting
Shares if the Merger is effectuated, and

28
<PAGE> 38

(2) Not vote the Dissenting Shares in favor of the Merger Agreement and
the Merger.

The notice of the Dissenting Shareholder's intent to demand payment for
Dissenting Shares must be made in writing and delivered to the Company. Any
such notice must be sent to the Company at its principal executive offices, 101
East Kennedy Boulevard, Suite 3800, Tampa, Florida 33602, Attention:
Corporate Secretary, and must be received at such address before the Special
Meeting.

The notice of the Dissenting Shareholder's intent to demand payment for
Dissenting Shares must be made by or for the holder of record of shares of
Common Stock. Accordingly, such demand must be executed by or for such
shareholder of record, fully and correctly, as such shareholder's name appears
on the stock certificates representing the Dissenting Shares. If the
applicable shares are owned of record in a fiduciary capacity, such as by
trustee, guardian or custodian, execution of the notice should be made in such
capacity, and if the applicable shares are owned of record by more than one
person, as in a joint tenancy or tenancy in common, such notice should be
executed by or for all joint owners. An authorized agent, including one of two
or more joint owners, may execute the notice. However, the agent must identify
the record owner(s) and expressly disclose the fact that, in executing the
notice, the agent is acting as agent for the record owner(s).

A record owner, such as a broker, who holds shares as nominee for other
persons may exercise dissenters' rights with respect to the shares held for all
or less than all of such other persons. In such case, the written notice
should set forth the number of Dissenting Shares covered by it. Where no
number of shares is expressly mentioned, the notice will be presumed to cover
all shares standing in the name of such record owner.

Within 10 days after the Special Meeting, if the Merger Agreement is
approved and adopted by the Company's shareholders, the Company must give
written notice of the approval and adoption of the Merger Agreement to each
Dissenting Shareholder who filed a notice of election to dissent. Within 20
days after the giving of such notice to him or her, any Dissenting Shareholder
electing to dissent shall file with the Company, at the address set forth
above, a notice of such election, stating the Dissenting Shareholder's name and
address, the number of Dissenting Shares, and a demand for payment of the fair
value of the Dissenting Shares. Any shareholder failing to file such election
to dissent within the period set forth shall be bound by the terms of the
Merger and will be entitled to receive the Merger Consideration per share. Any
shareholder filing an election to dissent must deposit his certificate or
certificates representing the Dissenting Shares with the Company simultaneously
with the filing of the election to dissent.

Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after the
Merger is effected, whichever is later (but in no case later than 90 days from
the date of the Special Meeting, the Company shall make a written offer to each
Dissenting Shareholder who has made demand as provided in the Dissenters'
Rights Statutes to pay an amount the Company estimates to be the fair value for
the Dissenting Shares. Such notice and offer shall be accompanied by
information specified in the Dissenters' Rights Statutes.

If within 30 days after the making of such offer any Dissenting
Shareholder accepts the same, payment for such person's Dissenting Shares shall
be made within 90 days after the making of such offer or the consummation of
the Merger, whichever is later. Upon payment of the agreed value, the
Dissenting Shareholder shall cease to have any interest in such Dissenting
Shares.

If the Company fails to make such offer within the specified period or
if it makes the offer and any Dissenting Shareholder or Shareholders fail to
accept the same within the period of 30 days thereafter, then the Company,
within 30 days after receipt of written demand from any Dissenting Shareholder
given within 60 days after the Special Meeting, shall, or at its election at
any time within such period of 60 days may, file an action in any court of
competent jurisdiction in Hillsborough County, Florida requesting that the fair
value of such shares be determined. The court shall also determine whether
each Dissenting Shareholder, as to whom the Company requests the court to make
such determination, is entitled to receive payment for his Dissenting Shares.
If the Company fails to institute such proceedings, any Dissenting Shareholder
may do so in the name of the Company. All Dissenting Shareholders (whether or
not residents of Florida), other than shareholders who have agreed with the
Company

29
<PAGE> 39

as to the value of their Dissenting Shares, shall be made parties to the
proceeding as an action against their Dissenting Shares. The Company shall pay
each Dissenting Shareholder the amount found to be due within 10 days after
final determination of the proceedings. Upon payment of the judgment, the
Dissenting Shareholder shall cease to have any interest in such Dissenting
Shares.

The judgment may, at the discretion of the court, include a fair rate of
interest, to be determined by the court. The costs and expenses of any such
proceeding shall be determined by the court and shall be assessed against the
Company, but all or any part of such costs and expenses may be apportioned and
assessed as the court deems equitable against any or all of the Dissenting
Shareholders who are parties to the proceeding, to whom the Company has made an
offer to pay for the shares, if the court finds that the action of such
shareholders in failing to accept such offer was arbitrary, vexatious, or not
in good faith.

A proxy or vote against the Merger Agreement and the Merger does not
constitute such a notice of intent to demand payment and is not sufficient to
assert dissenters' rights.

WITHDRAWAL

Upon filing a notice of election to dissent, the Dissenting Shareholder
shall thereafter be entitled only to payment as provided in the Dissenters'
Rights Statutes and shall not be entitled to vote or to exercise any other
rights of a shareholder. A notice of election may be withdrawn in writing by
the shareholder at any time before an offer is made by the Company, as set
forth below, to pay for the Dissenting Shares. After such offer, no such
notice of election may be withdrawn unless the Company consents thereto.
However, the right of such shareholder to be paid the fair value of the
Dissenting Shares shall cease, and the Dissenting Shareholder shall be
reinstated to have all rights as a shareholder as of the filing of his notice
of election, including any intervening preemptive rights and the right to
payment of any intervening dividend or other distribution or, if any such
rights have expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the Company, the fair value
thereof in cash as determined by the Company Board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim, if:

(1) Such demand is withdrawn as provided in Section 607.1320 of the
Florida Business Corporation Act;

(2) The Merger is abandoned or rescinded or the shareholders revoke the
authority to effect such action;

(3) No demand or petition for the determination of fair value by a
court has been made or filed within the time provided in the statute; or

(4) A court of competent jurisdiction determines that such shareholder
is not entitled to the relief provided by the Dissenters' Rights
Statutes.

CERTAIN INFORMATION REGARDING ACE AND ACQUISITION

Ace is the largest owner and operator of check-cashing stores in the
United States. It owns and operates over 450 stores in 15 states and the
District of Columbia. Ace stores offer check-cashing and other retail
financial services at competitive rates in clean, convenient settings. Those
services include cashing payroll checks, government checks, and insurance
drafts; selling American Express Money Orders; providing money transfer
services using the American Express MoneyGram network; and electronic filing of
federal income tax returns and processing the related tax refund anticipation
loans for customers from third-party lenders. Some of

30
<PAGE> 40

Ace's stores also offer telephone and utility bill payment services, lottery and
lotto tickets, public transportation passes, photocopying and fax transmission
services, travelers checks, postage stamps, small consumer loans, and other
financial services.

Ace's strategy is to have the largest number of check-cashing stores in
each of its markets. The proposed Merger is consistent with Ace's growth
strategy, which is being implemented in part by strategic acquisitions of
stores in targeted markets, which are cities or metropolitan areas with a
population of 100,000 or more. The consummation of the Merger would result in
the acquisition by Ace of 26 additional stores. In addition, Ace intends to
open or acquire 30 to 40 new stores during its current fiscal year ending June
30, 1996.

Ace was incorporated under the laws of Texas in March 1982 and was
acquired by certain of its existing directors and officers in January 1987.

Acquisition was incorporated under the laws of Florida in September 1995
for the purpose of effecting the Merger. It is a wholly owned subsidiary of
Ace. It has no material assets and has not engaged in any activities other
than in connection with the Merger. If the Merger is consummated, Acquisition
will cease to exist at the Effective Time.

The principal executive office of each of Ace and Acquisition is at 1231
Greenway Drive, Suite 800, Irving, Texas 75038, and the telephone number of
each is (214) 550-5000.

BUSINESS OF THE COMPANY

GENERAL

The Company through its wholly-owned subsidiaries owns, operates and
franchises retail money centers. At September 30, 1995, the Company owned and
operated 26 stores: 17 in Florida, three in Indiana, and six in Washington. In
addition, the Company, through its wholly-owned subsidiaries Check Express USA,
Inc. and Check-X-Change Corporation, had 161 franchise stores open and
operating in 26 states.

Check Express and Check-X-Change money centers provide a range of
services with primary emphasis on cashing checks for a fee. Other services
include money transfer services, sale of money orders, electronic filing of
income tax returns and corresponding refund anticipation loans, sale of bus
passes, mailbox rentals and other ancillary services. The Company has
developed a proprietary computerized check cashing system which allows it to
cash most types of checks with minimal identification requirements and minimal
bad check losses. Unlike many of its competitors, Check Express and
Check-X-Change cash personal checks, two-party checks, out-of-state checks, and
checks for individuals with little or no identification, while historically
keeping bad check losses in Company-operated stores to an average of less than
0.2% of the face amount of checks cashed.

In late 1993, the Company through its wholly owned subsidiary Check
Express Finance, Inc. ("CEF") began a loan program providing small consumer
loans and used vehicle financing to individuals who generally do not qualify
for traditional sources of financing. Consumer loans are originated through a
limited number of its Company-owned money centers in Florida and Indiana. Used
vehicle financing is provided by acquiring or originating retail automobile
installment sales contracts from selected automobile dealers in Florida. The
Company has entered into a letter of intent contemplating the sale of the
assets or stock of Check Express Finance, Inc. ("CEF"). The letter of intent
calls for the sale of CEF or its assets for the Company's net investment in
those assets, meaning generally the net book value of those assets as reflected
on the Company's financial statements. There can be no assurance that such
transaction will be completed. If the transaction, is

31
<PAGE> 41

completed, the Company would expect to receive approximately $____________ in
cash in early January 1996. Ace has indicated that it would consider the
receipt of such amount in exchange for the stock or assets of CEF to be
equivalent to its receipt in the Merger of CEF as a going concern, and
accordingly the Merger Consideration will not be adjusted either upward or
downward depending on whether the sale of CEF is completed. See "THE MERGER --
Background of the Merger" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Liquidity and Capital
Resources."

INDUSTRY OVERVIEW

Operations

Money Centers

The core business of the Company's retail money centers and of
contemporary check cashing outlets ("CCOs") is cashing checks for a fee. The
fee is intended to provide the operator a profit after covering expenses, which
include the cost of maintaining the outlet, insurance and personnel costs. In
addition, because the check casher advances funds on checks that must
subsequently be cleared by a bank, CCOs incur interest on the advanced funds
and also bear the risk that some of the cashed checks will be uncollectible due
to insufficient funds or fraud. In order to minimize the risks associated with
cashing checks, many CCOs cash only payroll checks and government checks.
Check Express money centers cash personal checks, out-of-state checks, and
two-party checks, but charge a higher fee in order to compensate for the
additional risk.

Check cashing fees are typically expressed as a percentage of the face
value of the check. In most states, CCOs can charge whatever the market will
bear. However, some states currently set limits on these fees. See "--
Industry Regulation" below. Outside of the regulated states, commercial
check-cashing fees vary. CCOs also charge fees for other financial services
such as selling money orders and making wire transfers. These fees, however,
are typically comparable to (or less than) the fees charged by other service
providers. While the predominant source of revenue for most CCOs is
check-cashing fees, almost all provide services beyond check-cashing. These
services may include money orders, wire transfers, telephone and utility bill
payments, mailbox rentals, sales of lottery tickets and bus passes, income tax
preparation and electronic filing, and distribution of government payments and
food stamps.

Finance Activities

The National Automobile Dealers Association ("NADA") estimates that retail
sales of used vehicles in the United States are in excess of $100 billion
annually and has been steadily increasing over the past decade. The Company
believes that this trend will continue due to several factors, including higher
prices for new automobiles relative to individual income, and improvement in
the quality of automobiles resulting in longer vehicle life. The Company
provides financing for the non-prime credit market, which is comprised of those
individuals who do not qualify for traditional sources of financing due to
adverse or limited credit history, limited financial resources and other
factors. It is the Company's observation that the non-prime automobile credit
market is highly fragmented and serviced by a variety of lenders including the
used car dealer selling the automobile, automobile finance companies, small
loan companies, and individuals. The Company is not aware of any authoritative
statistics on the size of the non-prime automobile credit market.

Customers

Money Centers

The Federal Reserve Board has estimated that more than 25% of the adult
American population has no formal banking relationship; yet checks are still
the predominant form for payment of salaries, wages and

32
<PAGE> 42

government entitlements. The Consumer Bankers Association estimates that over
40 billion checks are written annually.

Most of the Company's customers are in the lower to lower-middle income
brackets who cash payroll checks and, to a lesser degree, government checks,
which is consistent with surveys of the check cashing industry. The Company
also cashes personal checks and checks for customers with limited or no
identification. Although studies indicate that, in comparison to the charges
of banks for their services, check cashing service fees may be more expensive,
consumers continue to utilize CCOs. Among the reasons cited for using check
cashing stores are convenient locations and hours, ready access to cash, lack
of funds to maintain bank minimum balances and high bank service charges.
Furthermore, the Company is willing to assume the risk that a check it cashes
will be uncollectible while many banks will not. Consequently, many banks
require the customer to either maintain sufficient funds to cover the check or
wait a few days for the check to clear.

Finance Activities

The Company's auto finance customers are primarily originated from two
used vehicle dealers in Florida. It is the Company's observation that these
customers generally fit the demographic profile of its money center customers.

Industry Growth

Money Centers

The check-cashing industry began in the 1930s as a response to banking
problems during the Depression and to changes in employer payment practices
from cash payrolls to payroll checks. Check cashing stores first appeared in
Chicago and New York and spread to other large urban areas. The industry has
experienced significant growth over the last decade. Because the industry is
largely unregulated, the primary source of information regarding industry
growth is American Business Information ("ABI"), a firm that tracks yellow-page
listings of businesses. According to ABI, the industry doubled in four years.
In 1991, ABI reported 4,289 listings of check-cashing outlets nationally as
compared to 2,151 outlets in 1987. As of February 1995, ABI listed 5,044 check
cashing outlets.

The Company believes that among the reasons behind the growth experienced
by the industry during the last decade were the strong growth in payroll
employment following the 1982 recession and a fall in employees' real incomes.
To the extent that lower income families had increased difficulty in
accumulating financial savings to maintain bank balances, they had an increased
incentive to use check cashing stores. The 1980s also brought banking
regulation which changed the cost and supply of banking services. As banking
became a more competitive business, the charges incurred by accounts with high
transaction volume and low balances rose, significantly increasing the cost of
using banks for many low and moderate-income consumers. Furthermore, in
response to competition, banks closed branches in unprofitable or
marginally-profitable areas, which were often low-income areas.

Finance Activities

The Company believes that the used automobile industry in the United
States is a mature but growing industry. The NADA estimates that over 20
million used vehicles are sold each year generating in excess of $100 billion
in retail sales. According to the United States Chamber of Commerce, the
number of retail sales of used automobiles between 1979 and 1992 grew in excess
of 10% annually. Furthermore, during the most recent five

33
<PAGE> 43

year period, the rate of sales of used vehicles has exceeded that of new cars.
The Company believes that the non-prime used automobile credit market will
continue to grow for many of the same economic reasons which have led to the
growth of the check cashing and small consumer loan industries.

Structure of the Industry

Money Centers

The check-cashing industry is dominated by local owner-operators, many of
whom own three to ten outlets in a given area. However, the industry's growth
over the last decade has led to the development of national chains such as Ace
and Monetary Management Corporation. See "-- Competition" below. Existing CCOs
are disproportionately located in major urban areas, generally in low and
moderate-income neighborhoods; although, the industry is beginning to expand
beyond this traditional concentration. CCOs have also expanded beyond those
few major urban areas where check-cashing establishments have long existed.

Finance Activities

The used car industry is also highly fragmented and characterized by a
large number of independent operators, many of whom are individuals, family
members and small groups of individuals. The ABI lists approximately 80,000
used car dealers in the United States. The Company believes that the used
automobile finance industry can be generally characterized according to the
type and amount of credit being advanced: "Prime" credit for the most credit
worthy individuals and, generally, higher priced vehicles; "Mid-market" credit
for individuals who may have some negative or limited credit history and for,
generally, mid-priced vehicles which may not meet prime credit underwriting
criteria; and "Non-prime" credit for individuals who are unable to qualify for
the first two, more traditional financing sources and, generally, for lower-end
vehicles.

Prime auto finance is provided primarily by banks and traditional
automobile finance companies such as GMAC and Ford Motor Credit. Mid-market
auto finance is primarily being provided by an increasing number of specialized
automobile finance companies such as Mercury Finance, Credit Acceptance Corp.,
and others. Certain used car dealers provide non-prime financing for their
customers ("buy here, pay here") and a number of specialized auto finance
companies such as Monaco Finance, Auto Finance Group and Regional Acceptance
Corporation have also targeted this segment of the market. The Company
believes that no one automobile finance company dominates either the
middle-market or non-prime used automobile credit industry.

Industry Regulation

Money Centers

CCOs are subject to regulation in some states. At least twelve states set
limits on check cashing fees: California, Connecticut, Delaware, Florida,
Georgia, Illinois, Indiana, Minnesota, New Jersey, New York, Ohio, and Rhode
Island. Several other states have licensing requirements some of which provide
for background investigations of principals, minimum net worth requirements,
posting of fees and certain record keeping requirements. In addition, check
cashers are subject to federal regulations which require the reporting of
certain currency transactions. See "-- Regulation" below.

34
<PAGE> 44

Finance Activities

There are numerous federal and state regulations which impose certain
requirements on the origination and collection of consumer receivables. To
some degree, all states set ceilings on consumer finance charges and impose
other requirements which create specific statutory liabilities for failure to
comply with those requirements. See "-- Regulation" below.

GROWTH STRATEGY

The Company's strategy has been to expand its retail money center
network, primarily by opening new franchise stores, opening or acquiring a
limited number of Company-owned stores and adding new products and services.
The following describes the Company's present growth strategy, which may be
affected if the Merger is consummated.

Money Centers

Franchise Stores

The Company intends to continue its expansion through the sale of new
franchises and the opening of additional units under existing franchise
agreements. The Company offers a full-service money center franchise, and a
kiosk money center franchise designed to operate within an existing business.
As of September 30, 1995, the Company had 161 franchise stores open and
operating in 26 states. Although there can be no assurances that the Company
will continue to be successful in selling new franchises or that all of the
stores under existing agreements will open, the Company believes that the
opening of new franchise stores will continue to play an important role in its
expansion.

Effective October 1993, the Company acquired Check-X-Change Corporation in
a stock-for-stock transaction. Prior to this acquisition, the Company had 45
franchise locations in 14 states and Check-X-Change was the nation's largest
franchisor of retail check cashing centers with 92 stores in 17 states. As a
result of this acquisition, the Company became the nation's second largest
network and largest franchisor of retail money centers providing check cashing
and related services.

In mid-1994, the Company began targeting convenience stores for its kiosk
franchises. A study entitled, 1995 Future Study: Convenience 2000, prepared by
Management Horizons, a consulting division of Price Waterhouse LLP,
characterized the demographic of the frequent convenience store customer as
lower income, blue collar occupations and teens through middle aged, which is
consistent with the demographic profile of the Company's existing money center
and finance customers. Convenience stores have been receptive to adding other
business concepts within their stores, as is evidenced by the increasing number
of branded fast food franchises in these stores. As of September 30, 1995, the
Company had opened five franchised kiosks in convenience stores. Based on
results to date, the Company believes that it has an opportunity to further
penetrate the convenience store market. Convenience store industry sources put
the number of convenience stores in the United States at more than 90,000.

Company Owned Stores

From January 1, 1995 through September 30, 1995, the Company has opened
one store in an existing market, sold six stores and closed four stores. The
Company believes expansion in existing markets allows it to take advantage of
its knowledge of the market, capitalize on its name recognition in the market
and benefit from certain economies of scale. Of the 26 Company-owned stores
operated by the Company at September 30, 1995, 16 were acquired, either from
competitors or from Check Express franchise owners. The Company has

35
<PAGE> 45

a right of first refusal to purchase any of its franchises by matching the
terms of any purchase offer from a third party.

The following table shows the number of Company-owned and franchise stores
open in each market area at the end of the indicated periods:

<TABLE>
<CAPTION>
December 31,
----------------------------
Company-Owned Stores: 1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
California:
Modesto . . . . . . . . . . . . . . . . . . . . 0 0 0 0 *2
Stockton . . . . . . . . . . . . . . . . . . . . 0 0 0 0 *4
Florida:
Brandon . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Jacksonville . . . . . . . . . . . . . . . . . . 3 0 0 0 0
Tampa/St. Petersburg . . . . . . . . . . . . . . 11 11 11 12 14
Orlando . . . . . . . . . . . . . . . . . . . . 2 2 4 4 4
West Palm Beach . . . . . . . . . . . . . . . . 0 0 0 2 0
Georgia:
Atlanta . . . . . . . . . . . . . . . . . . . . 0 0 0 1 0
Indiana:
Indianapolis . . . . . . . . . . . . . . . . . . 0 0 2 2 3
Oregon:
Portland . . . . . . . . . . . . . . . . . . . . 0 0 0 1 0
South Carolina:
Charleston . . . . . . . . . . . . . . . . . . . 2 3 2 2 0
Washington:
Seattle . . . . . . . . . . . . . . . . . . . . 2 2 2 0 2
Tacoma . . . . . . . . . . . . . . . . . . . . . 2 2 2 0 5
- - - - -
Total Company-Owned Stores . . . . . . . . . 22 20 23 24 35
</TABLE>

(*) Sold on January 31, 1995.

<TABLE>
<CAPTION>
Franchise Stores(1): 1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Alabama:
Birmingham . . . . . . . . . . . . . . . . . . . 0 1 1 1 1
Gadsden . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
California:
Chico/Redding . . . . . . . . . . . . . . . . . 0 0 0 3 3
Fontana . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Modesto/Stockton . . . . . . . . . . . . . . . . 0 0 0 3 1
Oakland . . . . . . . . . . . . . . . . . . . . 0 1 0 2 1
Ontario . . . . . . . . . . . . . . . . . . . . 0 0 1 1 1
Sacramento . . . . . . . . . . . . . . . . . . . 0 0 0 5 5
San Bernardino . . . . . . . . . . . . . . . . . 0 0 1 1 1
San Francisco . . . . . . . . . . . . . . . . . 0 0 0 3 3
San Jose . . . . . . . . . . . . . . . . . . . . 0 0 0 5 5
San Marcos . . . . . . . . . . . . . . . . . . . 0 1 0 0 0
Santa Rosa . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Vallejo . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
</TABLE>

36
<PAGE> 46

<TABLE>
<CAPTION>
Franchise Stores (continued): 1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Colorado:
Aurora . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Denver . . . . . . . . . . . . . . . . . . . . . 0 0 1 1 1
Florida:
Boynton Beach . . . . . . . . . . . . . . . . . 0 0 0 1 1
Bradenton . . . . . . . . . . . . . . . . . . . 0 1 1 1 1
Brandon . . . . . . . . . . . . . . . . . . . . 1 1 1 1 0
Daytona Beach . . . . . . . . . . . . . . . . . 0 0 0 1 1
Ft. Myers . . . . . . . . . . . . . . . . . . . 0 0 0 5 5
Gainesville . . . . . . . . . . . . . . . . . . 1 1 1 1 1
Jacksonville . . . . . . . . . . . . . . . . . . 3 4 4 4 5
Lauderhill . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Miami . . . . . . . . . . . . . . . . . . . . . 0 0 0 3 3
New Port Richey . . . . . . . . . . . . . . . . 1 1 1 2 2
Oneco . . . . . . . . . . . . . . . . . . . . . 0 1 1 1 0
Orlando . . . . . . . . . . . . . . . . . . . . 4 3 0 2 1
Port Charlotte . . . . . . . . . . . . . . . . . 0 0 0 1 1
Tampa/St. Petersburg . . . . . . . . . . . . . . 6 5 6 7 6
W. Palm Beach . . . . . . . . . . . . . . . . . 0 0 0 0 2
Georgia:
Atlanta . . . . . . . . . . . . . . . . . . . . 0 0 0 4 5
Augusta . . . . . . . . . . . . . . . . . . . . 0 0 0 1 2
Rossville . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Idaho:
Boise . . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Tampa . . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Indiana:
Ft. Wayne . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Indianapolis . . . . . . . . . . . . . . . . . . 2 0 0 1 1
Mishawaka . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
South Bend . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Kansas:
Wichita . . . . . . . . . . . . . . . . . . . . 2 1 1 1 1
Kentucky:
Louisville . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Maryland:
Baltimore . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Massachusetts:
Boston . . . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Worcester . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Michigan:
Detroit . . . . . . . . . . . . . . . . . . . . 0 1 0 0 0
Lansing . . . . . . . . . . . . . . . . . . . . 2 2 2 2 2

Minnesota:
Brooklyn Park . . . . . . . . . . . . . . . . . 0 0 0 1 1
St. Paul . . . . . . . . . . . . . . . . . . . . 0 0 1 1 1
</TABLE>

37
<PAGE> 47

<TABLE>
<CAPTION>
Franchise Stores (continued): 1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Missouri:
St. Louis . . . . . . . . . . . . . . . . . . . 1 1 2 2 2
North Carolina:
Charlotte . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Durham . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Wilmington . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Ohio:
Akron . . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Columbus . . . . . . . . . . . . . . . . . . . . 0 0 0 6 7
Springfield . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Oregon:
Portland . . . . . . . . . . . . . . . . . . . . 0 0 0 4 5
Salem . . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Pennsylvania:
York . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Rhode Island:
Providence . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
South Carolina:
Charleston . . . . . . . . . . . . . . . . . . . 0 1 2 2 4
North Augusta . . . . . . . . . . . . . . . . . 0 0 0 1 1
Tennessee:
Chattanooga . . . . . . . . . . . . . . . . . . 0 0 0 1 0
Knoxville . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Nashville . . . . . . . . . . . . . . . . . . . 0 0 0 2 4
Texas:
Abilene . . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Austin . . . . . . . . . . . . . . . . . . . . . 0 2 3 3 3
Baytown . . . . . . . . . . . . . . . . . . . . 0 0 0 0 1
Beaumont . . . . . . . . . . . . . . . . . . . . 0 0 0 1 2
El Paso . . . . . . . . . . . . . . . . . . . . 0 0 0 1 2
San Antonio . . . . . . . . . . . . . . . . . . 0 2 0 0 0
Victoria . . . . . . . . . . . . . . . . . . . . 0 0 0 0 2
Virginia:
Norfolk . . . . . . . . . . . . . . . . . . . . 0 0 0 3 3
Richmond . . . . . . . . . . . . . . . . . . . . 0 0 1 1 1
Washington:
Bellevue . . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Seattle . . . . . . . . . . . . . . . . . . . . 0 0 2 12 10
Spokane . . . . . . . . . . . . . . . . . . . . 0 0 0 2 2
Tacoma . . . . . . . . . . . . . . . . . . . . . 0 0 2 2 0
Wisconsin:
Greenfield . . . . . . . . . . . . . . . . . . . 0 0 0 1 1
Milwaukee . . . . . . . . . . . . . . . . . . . 1 2 2 2 2
- - - - -
Total Franchise Stores . . . . . . . . . . . . 24 32 37 137 149
</TABLE>
(1) 1993 and 1994 stores include both Check Express and Check-X-Change
franchises.

<TABLE>
<S> <C> <C> <48> <C> <C>
TOTAL COMPANY-OWNED AND FRANCHISE STORES . . . . . . . . 46 52 60 161 184
== == == === ===
</TABLE>

38
<PAGE> 48

New Services

The Company believes that there are additional products and services
that can be profitably offered to its money center customers and it intends to
continue its exploration and evaluation of potential new products and services.
The Company does not intend to limit itself to financial or other services
traditionally offered by check cashing stores, and will consider offering any
product or service that it believes could be profitably marketed from its
existing locations, such as, for example, automobile insurance. New services
introduced in the past included electronic income tax filing, making refund
anticipation loans through third party banks, small consumer loans and selling
and renting personal pagers.

CUSTOMERS AND SERVICES

It is the Company's observation that most of its core customers are
comprised primarily of low to lower-middle income individuals between the ages
of 18 and 49 who are renters earning less than $35,000 per year and employed in
jobs such as laborers, tradesmen, service representatives and clerical workers
or who receive government entitlements. Although some customers have bank
accounts, the Company believes many customers prefer the convenience and
services provided by Check Express money centers.

Money Centers

The following table sets forth the major categories of services
currently provided by Check Express stores and the revenues earned by
Company-owned stores for the indicated periods:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1994 1993
---------------- ----------------
REVENUE CATEGORY Revenue % Revenue %
---------- ----- ----------- -----
<S> <C> <C> <C> <C>
Check cashing . . . . . . . . $4,411,453 78.0 $2,589,273 79.9
Money transfers . . . . . . . . 479,870 8.5 329,434 10.2
Electronic tax filings. . . . . 125,704 2.2 70,964 2.2
Money orders. . . . . . . . . . 166,058 2.9 75,854 2.3
Surcharges. . . . . . . . . . . 63,087 1.1 39,029 1.2
Other services. . . . . . . . . 408,221 7.3 135,196 4.2
---------- ----- ---------- -----
Total. . . . . . $5,654,393 100.0 $3,239,750 100.0
========== ===== ========== =====
</TABLE>

Revenues for 1995 are expected to be consistent with those in prior
years, with the exception of a reduction in electronic tax filing revenue (see
"-- Electronic Income Tax Filing and Refund Anticipation Loans" below and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS") and a reduction in money order fees resulting from a free money
order promotion conducted during the first six months of 1995.

Check Cashing

The primary business of Company-owned and franchise money
centers is to cash checks for a fee. Unlike many of its competitors, the
Company cashes all types of checks, including personal checks, payroll checks,
government entitlement checks, and insurance drafts. Management estimates that
approximately 80% of the checks cashed are payroll and government checks. The
Company's fee structure is based on the relative risk of the instrument to be
cashed and ranges from 1% to 10% of the face amount of the check. Most
government checks and checks from major companies, accompanied with valid ID,
are cashed at a base rate of

39
<PAGE> 49

approximately 2%. Because the Company is able to cash personal checks and
checks for individuals with limited identification, it is able to charge higher
fees for these checks, resulting in higher average fees than many competitors.
In 1993 and 1994, check cashing fees at Company-owned and operated stores
averaged 2.91% and 2.80 % of the face amount of checks cashed, respectively.
Average fees for 1995 are expected to be consistent with those in prior years.

The following table illustrates the relationship between the face amount
of checks cashed at Company-owned stores and the check cashing fees earned in
the indicated periods:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1993
------------ -----------
<S> <C> <C>
Face amount of checks cashed . . . . . . . . . . . . . . . $157,773,650 $ 88,962,980
Number of checks cashed . . . . . . . . . . . . . . . . . . 594,281 348,371
Face amount of average check . . . . . . . . . . . . . . . $ 265 $ 255
Average fee per check . . . . . . . . . . . . . . . . . . . $ 7.42 $ 7.43
Fee as a percentage of average check . . . . . . . . . . . 2.80% 2.91%
</TABLE>

Returned checks are accounted for in the period in which they are
returned. Store and Area Managers are responsible for collections within their
respective stores. Managers have several remedies for collecting returned
checks. Many checks are returned for insufficient funds and when the account
indicates sufficient funds, either the check is redeposited or the manager
obtains a cashier's check from the maker's bank. In addition, managers may
enter into small claims proceedings to retrieve the funds. Although
occasionally stop payment orders are entered against checks cashed at Check
Express and Check-X-Change stores, the Company and its franchisees generally
have been successful in overcoming stop payment orders in court, if such action
is necessary.

The following table illustrates the returned check experience of
Company-owned stores for the indicated periods. The table excludes revenues
from surcharges imposed on returned checks (approximately $39,000 in 1993 and
$63,000 in 1994) and collection expenses (estimated at less than $20,000 per
year) such as court filing fees, personnel time and legal fees.

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1994 1993
---------- ----------
<S> <C> <C>
Face amount of returned checks . . . . . . . . . . . . . . . . . . . $1,612,631 $ 776,682
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,266,653 648,018
---------- ----------
Net write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 345,978 $ 128,664
========== ==========
Collections as a percentage of returned checks . . . . . . . . . . . 78.5% 83.4%
Net write-offs as a percentage of revenues . . . . . . . . . . . . . 6.1% 4.0%
Net write-offs as a percentage of check fees . . . . . . . . . . . . 7.8% 5.0%
Net write-offs as a percentage of the face amount
of checks cashed . . . . . . . . . . . . . . . . . . . . . . . . . 0.22% 0.14%
</TABLE>

Returned check fees for 1995 are expected to be consistent with the
Company's experience in 1994.

40
<PAGE> 50

Money Transfers

Money transfer services are offered at all Company-owned and franchise
stores under agency agreements with, primarily, Western Union and, to a lesser
degree, American Express. Through this agency network, customers can transfer
money electronically worldwide. The fees charged for money transfers are set
by Western Union and American Express which pay the Company and its franchise
stores commissions for each transaction.

Electronic Income Tax Filing and Refund Anticipation Loans

In 1987, the Company initiated its "Express Refund Program" which
enables the customer to file a tax return electronically and receive a refund
anticipation loan from a third-party bank. The Company does not act as lender,
but only as agent in arranging for a loan from the third-party bank. Risk of
loss for these loans is solely that of the lending institution. The Company's
owned stores and most franchise stores charge between $25.00 and $35.00
for the electronic filing and $45.00 for the refund anticipation loan, most of
which is paid to the lending institution, resulting in a gross profit to
Company-owned stores of approximately $40 per filing and loan. The fees are
typically deducted from the amount of the refund by the lending bank.

In 1995, the Internal Revenue Service (the "IRS") implemented certain
procedures which resulted in greater degree of risk to lending institutions
making refund anticipation loans. Furthermore, the IRS began auditing a
significant number of electronically filed returns which claim an Earned Income
Credit ("EIC"). Many of the Company's customers claim the EIC and the audit of
these returns has resulted in refunds being delayed as compared to prior years.
The net effect of the procedures implemented by the IRS is that, on a
comparative basis, fewer returns have been electronically filed through the
Company's money centers in 1995 as compared to 1994. The Company is unable to
determine at this time whether these procedures implemented by the IRS are
permanent or temporary.

Money Orders

Check Express money centers offer money orders in denominations up to
$500. The Company's check-cashing customers are issued money orders free of
charge as an incentive to cash checks with the Company; others pay a fee based
on the face amount of the money order. In September 1992, the Company began
issuing its own money orders in its Company-owned stores located in Florida and
Indiana. A third-party provides the processing and clearing services and does
not require the Company to provide funds to cover a money order until it clears
the bank upon which it is drawn. The sale of its own money orders provides the
Company with an increased daily cash float which currently ranges from a low of
approximately $600,000 to over $1,500,000. The Company's Washington stores
currently offer third-party money orders provided by Travelers Express.

Surcharges

The Company imposes surcharges for checks cashed at its stores and
returned, which are accounted for as additional revenue. Some of the Company's
competitors net these surcharges against returned checks, which has the effect
of reducing the net write-offs for returned checks.

41
<PAGE> 51

Other Services

Many of the Company-owned and franchise stores also offer mail box
rentals, notary public services, stamps, fax transmission, photo check cashing
cards, lamination, bus passes, pager rentals and other related services.

Hours

Check Express and Check-X-Change money centers are open after
traditional banking hours and on weekends and can, therefore, provide cash to
people who would otherwise be unable to obtain funds. Most of the
Company-owned and franchise stores are open from 9:00 a.m. to 8:00 p.m., Monday
through Saturday, and from 10:00 a.m. to 4:00 p.m. on Sundays and some
holidays. The Company's finance activities are primarily conducted during the
business hours of the home office, from 8:00 a.m. to 5:00 p.m., Monday through
Friday. However, payments may also be made at the Company's money centers.

Finance Activities

The Company has entered into a letter of intent contemplating the sale
of the assets or stock of Check Express Finance, Inc. ("CEF"), the Company's
finance subsidiary operating mainly in the used automobile financing industry.
See "--General," above. The following describes the Company's present finance
activities, which may be affected if the sale of CEF is consummated.

The Company purchases the bulk loans at a discount, ranging between 35%
and 40%, of the remaining unpaid installments. Interest rates on indirect
loans are negotiated between the dealer and the customer and, generally, range
from 20% to 28%. In addition to earning interest on the contracts, the Company
purchases indirect loans from the dealers at a discount ranging between $750
and $1,250 per loan, depending on the amount of the loan. The combination of
interest earnings and discount on indirect loans held to maturity results in
yields to the Company of over 40% on the principal advanced.

The Company has established recourse agreements and reserve accounts
with its dealers which limit the Company's risk. As a result, the Company's
loan loss experience has been minimal. There can be no assurance, however,
that the Company will be able to establish similar recourse agreements with
other dealers or that existing dealers will continue to honor their recourse
agreements.

The Company's auto finance customers may make their payments directly to
the dealer (who then remits the payment to the Company), mail their payment to
the Company's home office, or make their payment at one of the Company's money
centers. The Company believes that by encouraging customers to make payments
at its money centers, it has an opportunity to cross-sell its money center
services. The Company also believes that it can generate auto loans from its
money center customer base and direct these customers to its preferred dealers,
thereby building dealer loyalty.

STORE ECONOMICS

The 17 stores owned and operated by the Company that were open during all
of 1993 and 1994, had average store revenues of $162,494, average store
contribution (store revenues less direct store expenses and store-related
depreciation and amortization) of $34,712 and average store cash flow (store
revenues less direct store expenses, excluding store-related depreciation and
amortization) of $42,248 in 1994. Comparable store

42
<PAGE> 52

results through September 30, 1995 are discussed under "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

New stores typically generate positive cash flow (store revenues less
direct store expenses, excluding store-related depreciation and amortization)
in six months and mature in 18 to 24 months. Because of seasonality factors,
stores opened at different times during the year have varying growth rates. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- Seasonality."

There can be no assurance that the Company's stores will continue to
generate the same level of revenues or that new stores will experience similar
growth rates as in the past.

FRANCHISING ECONOMICS

The Company, through its wholly-owned subsidiaries, Check Express USA,
Inc. and Check-X-Change Corporation, is also a franchisor of retail check
cashing stores. The Company currently charges an initial franchise fee of
$24,500 for each single-site full-service store and $12,500 for each
single-site kiosk sold. The Company offers multiple-site franchise fee
discounts which vary according to the number of sites purchased.

The Company also receives ongoing monthly royalty fees and research and
development fees which differ between Check Express and Check-X-Change
full-service franchise stores. From each Check Express operating full-service
franchise store, the Company receives an ongoing royalty of $750 per month or
5% of gross revenues, whichever is higher ($600 per month or 5% of gross
revenues from each operating kiosk). For the Check-X-Change operating
franchise stores, currently there are two methods in place for the calculation
of royalty fees. For franchisees who executed contracts prior to June of 1992,
the franchisee remits $815 per month in royalty fees and $100 in research and
development fees for a total remittance of $915 per month. Multiple store
owners pay monthly royalties of $315 and $100 research and development fees for
the third and subsequent stores. In June 1992, the franchise agreement was
revised and the franchisee remits 6% of gross revenue, with a minimum
remittance of $450 and a maximum of $815, along with the $100 research and
development fee. In 1994, the Company had revenues of $183,000 from the sale
of new franchises and continuing royalty revenues (including research and
development fees) of $1,337,684. Franchise revenues through September 30,
1995, are discussed under "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."

At September 30, 1995 the Company had 161 franchise stores open and
operating. There can be no assurances that the Company will be successful in
selling additional new franchises.

FINANCE ECONOMICS

The Company has entered into a letter of intent contemplating the sale of
the assets or stock of Check Express Finance, Inc. ("CEF"), the Company's
finance subsidiary operating mainly in the used automobile financing industry.
See "--General," above. The following describes the Company's present finance
activities, which may be affected if the sale of CEF is consummated.

In late 1993, the Company entered the used automobile finance business by
purchasing a group of existing automobile receivables from two used car dealers
in Florida. The Company has since expanded this business through additional
purchases of receivables (Bulk Loans) and by acquiring loans from the dealers
at the time of purchase of a vehicle (Indirect Loans). The Company purchases
the bulk loans at a discount, ranging between 35% and 40%, of the remaining
unpaid installments. Interest rates on indirect loans are negotiated between
the dealer and the customer and, generally, range from 20% to 28%. In addition
to earning interest on the contracts, the Company purchases indirect loans from
the dealers at a discount ranging between $750 and $1,250 per loan, depending
on the amount of the loan. The combination of interest earnings and discount
on indirect loans held to maturity results in yields to the Company of over 40%
of the principal advanced. The Company had auto finance revenues of
approximately $302,000 in 1994 and $594,000 through September 30, 1995.

43
<PAGE> 53

The Company has established recourse agreements and reserve accounts with
its dealers which limit the Company's risk and which has resulted in minimal
actual loan losses(approximately $16,000 in 1994 and $22,000 through October
31, 1995). There can be no assurance, however, that the Company will be able
to establish similar recourse agreements with other dealers or that existing
dealers will continue to honor their recourse agreements.

PHYSICAL FACILITIES

The Company seeks to locate its full-service money centers in active,
visible and accessible locations within its targeted demographic market.
Specific locations include free standing buildings, strip centers and regional
shopping centers and average approximately 1,100 square feet. All
Company-owned stores occupy leased space with the exception of one store in
Tampa, Florida and one store in Indianapolis, Indiana where the land and
building are owned by the Company. Leases typically provide for three to five
year terms with one or more options to renew. None of the leases involve
percentage rents.

The capital expenditures required to ready a new site for operation of a
full-service money center include primarily leasehold improvements and
furniture and equipment. For a new Company-owned store, these expenditures
typically total approximately $50,000 to $75,000. An acquired store typically
requires expenditures of approximately $25,000 to bring it up to the Company's
operating standards. The build-out process typically takes approximately 30 to
45 days for a new store.

The Company is also locating franchised kiosks within existing businesses,
primarily convenience stores. Expenditures for installation of the kiosk and
equipment typically range between $35,000 and $50,000. Some kiosks are modular
and pre-fabricated and can typically be installed in less than 10 days, while
others may take as long as a full-service store.

SECURITY

Because the Company's money center operations require that it have a
certain amount of cash on hand, each Check Express location is designed and
constructed to make the most efficient use of space and to maximize security.
The teller area is separated from the customer lobby by concrete block, or
steel-lined walls, and bullet-resistant plexiglass. Checks and cash are
exchanged between the teller and customer via pass-thru trays located in the
counter and under the bullet-resistant glass which ensures that the customer
and teller have no physical contact with each other during a transaction.
Entry to the teller area is through steel doors with a "man trap" in between.
Cash deliveries and deposits are handled by armored courier service through a
package exchange unit or through the man-trap. Each store has security alarms
monitored by a local central station.

Since beginning operations in 1982, the Company has experienced
non-employee thefts at Company-operated stores totaling less than $50,000. The
Company's computerized operations and its systems and procedures provide
management with information necessary to monitor store activity from the store
and from corporate headquarters. As a result cash shortages can be identified
immediately. Net cash shortages from employee errors or theft at Company-owned
stores totaled $2,700, or less than 0.1% of revenues, in 1993 and $41,000, or
0.7% of revenues, in 1994. Shortages for 1995 are expected to be consistent
with those experienced in 1994.

In the past, the Company has maintained a theft insurance policy which
provided coverage of up to $125,000 per occurrence per Company-owned store,
with a $5,000 deductible. The Company's security procedures have resulted in
minimal claims against this policy. Since the one year premium for this
coverage

44
<PAGE> 54

exceeded the total amount of losses collected under the policy by the Company
since 1982, the Company discontinued this coverage in 1992. The Company may
resume such coverage or obtain fidelity bonds on its employees if its
operations and/or a reduction in the cost of coverage warrant.

CHECK CASHING SYSTEM

The Company has developed a proprietary, computerized system which enables
store personnel to cash most types of checks, with little or no identification,
and with minimal losses. The system has been in use and been continually
refined since 1985 and has helped keep losses from returned checks to an
average of less than 0.2% of the face amount of checks cashed. The system
provides management with transaction data which is used to monitor and manage
each store. All stores within a city operate on a real-time data base which
enables instant recognition of customers and transactions which increases
customer convenience, reduces the opportunities for fraud and facilitates
regulatory reporting compliance.

PERSONNEL

Money Centers

Each Company-owned money center employs tellers under the direction of a
store manager who is responsible for the store's efficient and profitable
operation. The store manager reports to an area manager who oversees the
operations of four to eight stores. Area managers maintain daily contact with
their stores and visit each store frequently to observe operations and to
confirm cash counts. Area managers are also responsible for training new store
personnel. The area manager reports to a member of the operations support
group which oversees all Company-owned and franchise store activity.

Franchise money center operations are structured similarly, with the
exception of upper-level management. Due to the limited number of stores
operated by a single franchise owner, an area manager and regional manager are
generally not required. Franchise store managers generally report directly to
the franchise owner. The Company employs operations support personnel who are
responsible for providing ongoing operational assistance to franchise owners
and their employees. The Company's area managers and store managers also
participate in franchise training and support from time to time.

Finance Activities

The Company's finance activities are managed from its home office by the
Director of Finance who has more than 20 years experience in the consumer
finance and used automobile finance industries. At September 30, 1995, the
Company's finance subsidiary also employed one administrative assistant and one
collector. If CEF is sold, as is contemplated by the letter of intent referred
to above (see "--General"), such personnel would be expected to become employed
by the buyer. The Company has implemented a computerized finance management
system which allows it to manage its finance portfolio and which is linked to
the Company's money centers receiving loan payments.

45
<PAGE> 55

MARKETING STRATEGY

Money Center Advertising and Promotion

The Company's advertising and promotional activities stress service,
convenience and competitive rates to attract customers within its target
market. The Company promotes its Company-owned and franchise stores through a
program of print and broadcast advertisements. Print advertisements consist
primarily of listings in the appropriate Yellow Page directories and in direct
mailings targeted at individuals and local businesses. The Company also uses
radio and television advertising from time to time which is often financed with
co-op marketing funds from vendors such as Western Union. Customer loyalty is
promoted through the issuance of money orders at no fee to check cashing
customers (who typically pay bills with the money orders in lieu of checks) and
the sale of Check Express photo IDs which qualify the customer for discounted
check-cashing fees.

Franchise Sales

Franchise sales are solicited primarily through regular print
advertisements and in prominent business publications such as Inc.,
Entrepreneur and The Wall Street Journal. Additionally, franchise kiosks are
marketed by advertising in trade publications such as Convenience Store News,
Convenience Store People and Convenience Store Decisions. The ads are targeted
at mature, entrepreneurially-oriented individuals, preferably with a management
background. The Company's franchise subsidiary, Check Express USA, Inc., is
also a member of the International Franchise Association which the Company
believes lends credibility to its franchise program and which generates
additional sales prospects.

Finance Activities

The Company does not currently market its auto finance business and has
relied on its dealers to generate new loans.

EMPLOYEES

As of September 30, 1995, the Company had 121 employees: 24 at the
corporate headquarters, including 11 in management and accounting, 7 in
franchise and operations support, 3 in franchise sales and 3 in finance
activities; 4 area managers; 26 store managers; and 67 additional store
personnel. The Company does not generally bond its employees; however,
background checks are conducted by a third-party and the Company obtains a
credit report on all applicants prior to employment. The Company is not a
party to any collective bargaining agreement and considers its employee
relations to be excellent.

COMPETITION

Company-owned Money Centers

The check cashing industry is highly fragmented and is dominated by local
owner-operators, many of whom own three to ten stores in a given area. The
industry has experienced significant growth in the last decade which has led to
the emergence of several larger regional and national chains, such as Ace (over
450 locations), Monetary Management Corporation (approximately 180 locations),
MS Management (approximately 160 locations) and Payomatic Corporation
(approximately 100 locations). Some of the Company's competitors have
substantially greater financial resources than the Company.

46
<PAGE> 56

To a lesser degree, the Company also competes with other retail businesses
which cash checks or offer similar services provided by the Company. The
Company believes that the principal competitive factors in the check cashing
industry are service, convenience, location and physical facilities. The
Company believes that it competes successfully with other check cashing
operations primarily as a result of its ability to cash most types of checks
with minimal identification requirements, locations that are convenient to its
customer base, attractive facilities, and customer service. There can be no
assurance that the Company will be able to continue to compete successfully
with its competitors.

Franchising

The Company also competes with other franchisors of check cashing
stores, the largest of which is Mr. Payroll which franchises kiosks in
convenience stores (approximately 120 locations). The Company believes that
its next largest competitor has fewer than 20 franchise stores open and that
the Company is the largest check-cashing franchisor in the U.S.

Finance Activities

The used automobile finance industry is highly fragmented and highly
competitive. Competition for non-prime auto finance comes from used car
dealers carrying their own loans ("buy here, pay here"), local auto finance
companies and individuals, and from national auto finance companies such as
Monaco Finance, Auto Finance Group and Regional Acceptance Corp. Many of these
competitors have substantially greater financial resources than the Company.
If CEF is not sold, there can be no assurance that the Company will be able to
continue to compete successfully in financing activities with its competitors.

REGULATION

General

Company-owned and franchised money centers are subject to
varying jurisdictions, some of which regulate check cashing fees, money order
sales or require licensing of check cashing companies. In addition, the
Company and its franchise owners are subject to federal regulation which
requires the reporting of certain currency transactions. The Company's
financing activities are subject to local, state and federal regulations which,
among other things, require licensing, limit interest rates and fees, require
certain disclosures, and define collection procedures.

State Regulation

At least twelve states set limits on check cashing fees: California,
Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Minnesota, New
Jersey, New York, Ohio and Rhode Island. Several other states have licensing
requirements which may require background investigations of principals, minimum
net worth requirements, bonding, posting of fees and certain record keeping
requirements. Although the Company and its franchises currently operate
successfully in several of these states, the adoption of limits on check
cashing fees in jurisdictions where the Company and its franchises operate
could have an adverse affect on the Company's business, and the existence of
check cashing fee limits in some states could restrict the ability of the
Company to expand into some of those states.

The Company's franchising activities are also subject to varying state
regulations. Certain states require the Company to register its Franchise
Offering Circular and Franchise Agreement for review and approval. Some

47
<PAGE> 57

states merely require filing of those documents with the states, while other
states have no registration or filing requirement. In addition, most states
have established certain guidelines which govern the ongoing relationship
between the Company, as the franchisor, and its franchisees.

The Company began selling its own money orders in 1992 and is subject to
regulation relating to money order sales in Florida and Indiana. In addition
to certain record keeping and minimum net worth requirements, Florida and
Indiana require the posting of $250,000 and $130,000 bonds, respectively.

To date, the Company's finance activities have been limited to the State
of Florida where it is subject to certain licensing requirements, ceilings on
interest rates and other charges, collection procedures and consumer protection
laws. These requirements impose specific statutory liabilities upon creditors
who violate their provisions. Both the Company's small consumer loan and auto
finance programs have been audited by State of Florida representatives and
found to be in compliance in all respects.

Federal Regulation

Under the Bank Secrecy Act and the Financial Recordkeeping and Currency
and Foreign Transactions Reporting Act regulations of the U.S. Department of
the Treasury, each financial institution, which includes the Company and its
franchisees, must file a Currency Transaction Report ("CTR") for each deposit,
withdrawal, exchange of currency, or other payment or transfer by, through, or
to the financial institution, which involves a transaction in currency of more
than $10,000. In addition, any series of transactions within a twenty-four
hour period which total more than $10,000, and which the Company or
franchisee has knowledge were effected for the same individual, must also be
reported. Furthermore, the purchase of monetary instruments, such as money
orders, for cash in amounts from $3,000 to $10,000 must be recorded. The
Company believes its computerized operations and its training and supervision
assist the Company in complying with these reporting requirements.

The Company has elected to adopt the Uniform Franchise Offering Circular
("UFOC"), the form and content of which is prescribed by the United States
Federal Trade Commission, for use in all states where it markets franchises.

MARKET PRICES OF THE COMMON STOCK AND UNITS AND DIVIDENDS

The following table sets forth the range of closing high and low bid
prices for the periods and dates indicated, as reported by NASDAQ (symbols:
CHXS and CHXSU), for the Common Stock and the Units (each Unit consisting of
four shares of Common Stock, and a warrant to purchase two shares of Common
Stock at an exercise price of $3.00 per share), which are traded on the NASDAQ
Small Caps Market. The prices below may reflect interdealer prices, without
retail mark-up, mark-down or commission, and may not necessarily represent
actual transactions:

48
<PAGE> 58

<TABLE>
<CAPTION>
Common Stock Units
Bid Prices Bid Prices
Per Share Per Share
--------- ---------
Quarter Ended: High Low High Low
- -------------- ---- ----- ---- -----
<S> <C> <C> <C> <C>
March 31, 1993 $ 1.44 $ .81
June 30, 1993 $ 1.81 $ 1.12 $ 6.50 $ 5.00
September 30, 1993 $ 1.31 $ .75 $ 5.88 $ 4.25
December 31, 1993 $ 1.25 $ 1.06 $ 5.38 $ 3.50

March 31, 1994 $ 1.25 $ 1.12 $ 5.00 $ 3.63
June 30, 1994 $ 1.12 $ .94 $ 5.00 $ 3.25
September 30, 1994 $ .94 $ .78 $ 3.50 $ 3.13
December 31, 1994 $ .94 $ .62 $ 3.25 $ 2.00

March 31, 1995 $ 1.00 $ .69 $ 4.00 $ 2.75
June 30, 1995 $ .94 $ .75 $ 3.50 $ 2.50
September 30, 1995 $ 1.03 $ .75 $ 3.88 $ 2.75

August 30, 1995(a) $ 1.00 $ 1.00 $ 3.38 $ 3.38
October 13, 1995(b) $ 1.00 $ 1.00 $ 4.00 $ 4.00
</TABLE>

(a) Date immediately prior to public announcement of signing of
letter of intent with Ace to enter into the Merger Agreement.
(b) Date immediately prior to public announcement of signing
Merger Agreement with Ace.

The Company has never paid cash dividends on the Common Stock and, if the
Merger is not consummated, does not anticipate the payment of cash dividends on
the Common Stock in the foreseeable future. Any declaration of future
dividends under such circumstances would be within the discretion of the Board
of Directors and would depend upon its judgment, based upon such factors as
earnings, capital requirements, and the operating and financial condition of
the Company, at the time.

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

OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1994

Revenues

Revenues for the quarter ended September 30, 1995, decreased 2%, or
$36,000, to $1,895,000 as compared to $1,931,000 for the prior year period.

49
<PAGE> 59

Check Cashing Service Fees

Company store revenues decreased 17%, or $241,000, to $1,195,000. The
decrease is comprised of a 13% increase in comparable store revenues (22 stores
which were open for both of the full two periods compared) of $112,000, an
increase in revenues of $103,000 from 4 stores acquired after the second
quarter 1994 plus $2,000 from a newly opened store, offset by a decrease in
revenues from 11 stores sold of $384,000 and a decrease in revenues from 5
stores closed of $73,000.

Franchise Revenues

Franchise revenues for the 1995 period increased 35%, or $133,000, to
$515,000 over the same period in 1994. Initial franchise sales fees increased
253%, or $109,000, to $152,000 for the period while continuing royalties
increased 7%, or $24,000, to $363,000.

Finance Revenues

The Company makes small consumer loans through selected Company-owned
stores and purchases at a discount loans receivable on used automobiles through
a limited number of dealers in Florida. Finance revenues for the quarter ended
September 30, 1995, were $207,000, an increase of $114,000, or 123%, over the
same period in 1994, primarily the result of an increase in used automobile
loans receivable. The Company's expansion of this operation is dependent upon
its ability to successfully acquire additional capital to fund the purchase of
new loans and/or to add selected used automobile dealers to its dealer network
for origination of loans.

Other Revenues

Other revenues decreased to ($23,000) from $20,000 in the prior period.
The other revenue for the 1994 period resulted from the gain on sale of a
Company-owned store, while the reduction of other revenues for the same period
in 1995 resulted principally from losses on the write-down of certain fixed
assets related to stores closed.

Store Expenses

Store expenses for the 1995 period decreased 11%, or $149,000, to
$1,193,000. Salaries and benefits decreased 18%, or $82,000; occupancy costs
decreased 20%, or $42,000; returned check write offs increased 43%, or $30,000;
store depreciation and amortization expense decreased 12%, or $11,000; other
store expenses increased 7%, or $25,000; and area and regional expenses
decreased 45%, or $68,000.

Salaries and benefits decreased as a result of the net effect of an
increase of $37,000 from the 22 comparable stores, an increase of 14% for those
stores, plus $38,000 from the 4 acquired stores and $3,000 from a newly opened
store, offset by a decrease of $121,000 from the 11 stores sold and $39,000
from the 5 closed stores. Occupancy expenses decreased as a result of fewer
stores operating in the 1995 quarter than in 1994. The increase in returned
check write-offs was comprised of an increase of $57,000 contributed by the 22
comparable stores, an increase of 163% for those stores, plus an increase of
$2,000 from the 5 closed stores and $1,000 from a newly opened store, offset by
a decrease of $28,000 from the 11 stores sold and a decrease of $2,000 from the
4 acquired stores. A significant amount of these uncollected returned items
were checks cashed for established, commercial account customers, most of which
are small businesses. These commercial customers have encountered financial
difficulties of one sort or another, some due to declining business, others as
a result

50
<PAGE> 60

of disputes between them and their customers over the acceptability of their
goods or services sold resulting in stop payments being placed on checks issued
to them by their customers as payment for their goods and services. Management
believes a significant portion of these returned items will ultimately be
collected. However, due to the nature of the items, the related disputes
between the makers of the checks and our commercial customers, collection of
these items generally requires our requesting the involvement of the State's
Attorney. As a result, the cycle time for successful collection of these
returned items is significantly longer than that, for example, for a payroll
check or even a personal check, which can typically be collected within a period
of several days. Depreciation and amortization decreased, with increases of
$13,000 from the 22 comparable stores, $5,000 from the 4 acquired stores and
$2,000 from the newly opened store being offset by a decrease of $26,000 from
the 11 stores sold and $5,000 from the 5 closed stores. The increase related to
comparable stores resulted from upgrades to older stores plus redesign and
upgrade of our training store, which is also utilized for training of our
franchisees. The increase in other store expenses resulted primarily from an
increase of $134,000 from the 22 comparable stores, an increase of 69% for those
stores, with significant contributors being bank charges, advertising, and the
corporate overhead expense allocation. This increase was offset by a net
decrease of $109,000 from the sold, closed, acquired and newly opened stores.
The decline in area and regional expenses is comprised of decreases of $40,000
from the 11 stores sold, $18,000 from the 5 stores closed, $8,000 from the 4
acquired stores and $2,000 from the 22 comparable stores. This decrease results
primarily from the elimination of two areas due to the sale of 5 stores in
California in January 1995 and 2 stores in South Florida during the fourth
quarter 1994, plus other savings resulting from stores sold and closed.

The Company implemented a management change in fourth quarter 1994 and
assigned responsibility for management of the Company-owned stores to the
operations support group, which also oversees franchise store operations. This
management change has resulted in the reduction of area and regional expenses,
primarily salaries. The Company has focused on attracting and retaining
quality personnel at the store level, the front lines of the check cashing
operation, which has resulted in an increase in salaries at the store level.
Management believes that this investment in attracting, training, motivating,
and thereby retaining quality store personnel will have a positive effect on
the future results of the check cashing operations.

Franchise Expenses

Franchise expenses for the 1995 period increased 38%, or $139,000, to
$501,000. Salaries and benefits increased 44%, or $56,000, to $183,000.
Advertising expense increased 38%, or $18,000, to $65,000, due to marketing of
franchise kiosks targeted at convenience stores which was initiated in the
third quarter of 1994, and an increase in full-service franchise marketing.
Fees associated with the installation of the Company's proprietary check
cashing computer system for new franchisees increased 500%, or $15,000, to
$18,000 due to a larger number of new franchisee store locations in 1995 versus
1994. Occupancy costs decreased 15%, or $3,000, to $17,000. Depreciation and
amortization expense decreased 23%, or $6,000, to $20,000 due to a reduction in
amortization of the excess purchase price recorded with respect to the
Check-X-Change acquisition, resulting from the final adjustment of purchase
accounting as of October 1, 1994, whereby goodwill was reduced by approximately
$190,000. Travel and lodging expense decreased 36%, or $41,000, to $73,000,
primarily due to a shift in timing for many franchise visits from the third
quarter in 1994 to the second quarter in 1995. Professional services expenses
increased 725%, or $29,000, to $33,000, all related to an increase in activity
related to licensing, registering and protecting the Check Express USA and
Check-X-Change trade names, trademarks and other intellectual property. Other
expenses increased 152%, or $38,000, to $63,000, primarily the result of
increased telephone expenses and other costs associated with additional sales
and other personnel. The corporate overhead allocation increased to $29,000
for 1995.

51
<PAGE> 61

Finance Expenses

Expenses associated with the Company's small consumer loan and auto loan
finance activities increased 63%, or $32,000, to $83,000 in 1995. Salaries and
benefits increased 14%, or $4,000, to $32,000, provision for loan losses
increased 222%, or $20,000, to $29,000, and other expenses increased 57%, or
$8,000, to $22,000. The increase in the provision for loan losses is due to
reserves established for losses anticipated related to installment notes
receivable purchased from a used automobile dealer, who has recently
experienced financial difficulties and, as a result, gone out of business. As
of October 31, 1995, the Company has thirty eight active accounts purchased
from this dealer, with an aggregate balance due net of unearned discount of
approximately $65,000, approximately $56,000 of which is contractually current
within 30 days on their payments due. As of the same date, the Company has ten
accounts from this dealer currently in repossession, such accounts having a
balance due net of unearned discounts of approximately $18,000. One of the
other two dealers with which the Company does business is assisting in
repossessing and either retailing or selling at auction the automobiles
underlying any of these installment notes receivable which are or may become
non-performing. The total balance due net of unearned discount from the
forty eight accounts purchased from this dealer is approximately $83,000, or 3%
of the Company's total installment notes receivable as of September 30, 1995 of
$2,692,000 and 132% of the reserve for doubtful accounts of $63,000 established
as of September 30, 1995.

Headquarters Expenses

Headquarters expenses decreased 23%, or $46,000, to $150,000, the net
result of increases to components of headquarters expenses offset by related
increases in allocations of certain expenses to the Company's operations.

Corporate overhead expenses, before allocations to operations, increased
18%, or $38,000, to $244,000. Salaries and benefits increased 32%, or $34,000,
to $141,000, due to additional personnel. Occupancy costs increased 38%, or
$3,000, to $11,000 as a result of an increase in the amount of rent expense
allocated to corporate overhead functions versus various operations functions.
Depreciation and amortization expense decreased 14%, or $3,000, to $19,000.
Other expenses increased 6%, or $4,000, to $73,000, primarily due to additional
expenses related to the 1994 business expansion.

Interest Expense

Interest expense increased 40%, or $32,000, to $111,000, primarily due
to increased interest paid to banks and individuals for loans made to help fund
acquisitions, plus interest paid to banks due to the growth in the Company's
portfolio of auto finance receivables. Approximately $63,000 of the interest
expense for the 1995 period is allocable to funding of the Finance operation.

Loss Before Income Taxes

Loss before income taxes increased 45%, or $45,000, to $145,000 for the
1995 period as compared to $100,000 in 1994.

Income Taxes Benefit

Benefit from income taxes for the 1995 period is $73,000 as compared to
$51,000 in 1994, representing estimated effective income tax rates of
approximately 50% for both periods. The effective tax rate for both periods
is higher than the statutory rate principally as a result of the amount of
goodwill amortization related to

52
<PAGE> 62

certain acquisition transactions which occurred principally at the end of 1993,
in relation to the amounts of pre-tax income for these periods. Those
acquisitions were structured as non-taxable reorganizations, which resulted in
the amortization of intangibles for book accounting purposes being
non-deductible for income taxes. Acquisitions made by the Company since then
have been structured as taxable transactions, which results in a deduction for
income tax purposes of amortization of intangibles.

Net Loss

The net effect of the matters discussed above is that the net loss for
the quarter ended September 30, 1995, increased to $72,000 (a loss of $.01 per
share on 5,060,982 weighted average number of shares outstanding) as compared
to $49,000 (a loss of $.01 per share on 4,815,976 weighted average number of
shares outstanding) for the prior year period.

NINE MONTHS ENDED SEPTEMBER 30, 1995 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1994

Revenues

Revenues for the nine months ended September 30, 1995, increased 9%, or
$480,000, to $6,014,000 as compared to $5,534,000 for the prior year period.

Check Cashing Service Fees

Company store revenues decreased 9%, or $352,000, to $3,777,000. The
decrease was comprised of an increase in comparable store revenues (22 stores
which were open for both of the full two periods compared) of 7%, or $201,000,
in addition to an increase in revenues of $522,000 from 4 stores acquired after
the second quarter 1994, offset by a decrease in revenues from 11 stores sold
of $940,000 and a decrease in revenues from 5 stores closed of $135,000.

The increase in comparable store revenues includes a decrease in fees
from the Company's income tax electronic filing and refund anticipation loan
programs of $64,000, the direct result of changes made by the Internal Revenue
Service with respect to processing of income tax returns filed electronically
and applying for a refund anticipation loan. Check cashing fees in our 22
comparable stores continue to show improvements over the prior year, the
combined result of a slight fee increase on certain types of checks cashed and
an increase in the face amount of checks cashed.

Franchise Revenues

Franchise revenues for the 1995 period increased 21%, or $238,000, to
$1,375,000, compared to $1,137,000 for the same period in 1994. Initial
franchise sales fees increased 90%, or $139,000, to $293,000 for the period
while continuing royalties increased 10%, or $99,000, to $1,082,000.

Finance Revenues

The Company makes small consumer loans through selected Company-owned
stores and purchases at a discount loans receivable on used automobiles through
a limited number of dealers in Florida. Finance revenues for the nine months
ended September 30, 1995, were $608,000, an increase of $397,000, or 188%, over
the same period in 1994, primarily the result of an increase in used automobile
loans receivable. The Company's expansion of this operation is dependent upon
it's ability to successfully acquire additional capital to fund the

53
<PAGE> 63

purchase of new loans and/or to add selected used automobile dealers to its
dealer network for origination of loans.

Other Revenues

Other revenues increased to $253,000 from $57,000 in the prior period.
The other revenue for the 1994 period resulted primarily from the gain on sale
of a Company-owned store, while the other revenues for the same period in 1995
resulted principally from the gain on sale in January 1995 of 5 stores located
in California offset by losses on the write-down of certain fixed assets
related to stores closed during 1995.

Store Expenses

Store expenses for the 1995 period decreased 1%, or $34,000, to
$3,669,000. Salaries and benefits decreased $2,000, or less than 1%; occupancy
costs decreased 9%, or $49,000; returned check write offs increased 6%, or
$13,000; store depreciation and amortization expense decreased 4%, or $9,000;
other store expenses increased 16%, or $171,000; and area and regional expenses
decreased 40%, or $158,000.

Salaries and benefits decreased as a result of the net effect of
increases of $128,000 from the 22 comparable stores, an increase of 16% for
those stores, plus $203,000 from the 4 acquired stores and $5,000 from a newly
opened store, offset by decreases of $277,000 from the 11 stores sold and
$61,000 from the 5 closed stores. Occupancy expenses decreased as a result of
fewer stores operating in the 1995 period than in 1994. The increase in
returned check write-offs was comprised of increases of $88,000 contributed by
the 22 comparable stores, a 71% increase for those stores, $8,000 from the 4
acquired stores and $1,000 from a newly opened store, offset by a decrease of
$84,000 from the 11 stores sold. A significant amount of these uncollected
returned items were checks cashed for established, commercial account
customers, most of which are small businesses. These commercial customers have
encountered financial difficulties of one sort or another, some due to
declining business, others as a result of disputes between them and their
customers over the acceptability of their goods or services sold resulting in
stop payments being placed on checks issued to them by their customers as
payment for their goods and services. Management believes a significant
portion of these returned items will ultimately be collected. However, due to
the nature of the items, the related disputes between the makers of the checks
and our commercial customers, collection of these items generally requires our
requesting the involvement of the State's Attorney. As a result, the cycle
time for successful collection of these returned items is significantly longer
than that, for example, for a payroll check or even a personal check, which can
typically be collected within a period of several days. Depreciation and
amortization decreased, resulting from increases of $22,000 from the 22
comparable stores, $27,000 from the 4 acquired stores and $3,000 from the newly
opened store, offset by decreases of $56,000 from the 11 stores sold and $5,000
from the 5 closed stores. The increase related to comparable stores resulted
mainly from upgrades to older stores plus redesign and upgrade of our training
store, which is also utilized for training of our franchisees. The increase in
other store expenses resulted primarily from an increase of $232,000 from the
22 comparable stores, an increase of 39% for those stores, with significant
contributors being bank charges, advertising, and the corporate overhead
expense allocation. This increase was offset by a net decrease of $109,000
from the sold, closed, acquired and newly opened stores. The decline in area
and regional expenses reflects the net effect of an increase of $1,000 related
to a newly opened store offset by decreases of $88,000 from the 11 stores sold,
$34,000 from the 5 stores closed, $7,000 from the 4 acquired stores, and
$30,000 from the 22 comparable stores, comprised mainly of a reduction in
personnel costs offset by recruiting expenses related to the management trainee
program implemented during the first quarter 1995. The decrease in area and
regional expenses results primarily from the elimination of two areas due to
the sale of 5 stores in California in January 1995 and 2 stores in South
Florida during the fourth quarter 1994, plus other savings resulting from
stores sold and closed.

54
<PAGE> 64

Franchise Expenses

Franchise expenses for the 1995 period increased 52%, or $430,000, to
$1,259,000. Salaries and benefits increased 30%, or $110,000, to $480,000.
Advertising expense increased 90%, or $80,000, to $169,000, due to marketing of
franchise kiosks targeted at convenience stores which was initiated in the
third quarter of 1994, and an increase in full-service franchise marketing.
Fees associated with the installation of the Company's proprietary check
cashing computer system for new franchisees increased 100%, or $15,000, to
$30,000 due to a larger number of new franchisee store locations in 1995 versus
1994. Occupancy expenses increased 22%, or $9,000, to $50,000. Depreciation
and amortization expense decreased 21%, or $16,000, to $60,000 due to a
reduction in amortization of the excess purchase price recorded with respect to
the Check-X-Change acquisition, resulting from the final adjustment of purchase
accounting as of October 1, 1994, whereby goodwill was reduced by approximately
$190,000. Travel and lodging expenses increased 1%, or $2,000, to $137,000.
Professional services expenses increased 393%, or $55,000, to $69,000, all
related to an increase in activity related to licensing, registering and
protecting the Check Express USA and Check-X-Change trade names, trademarks
and other intellectual property. Other expenses increased 75%, or $77,000, to
$179,000, primarily the result of increased telephone expenses and other costs
associated with additional sales and other personnel, plus the net costs
incurred by the Company in organizing and hosting an annual convention for its
franchise owners. The corporate overhead allocation increased to $85,000 for
1995.

Finance Expenses

Expenses associated with the Company's small consumer loan and auto loan
finance activities increased $76,000, or 63%, to $196,000 in 1995. Salaries
and benefits increased $28,000, or 46%, to $89,000, provision for loan losses
increased $30,000, or 150%, to $50,000, and other expenses increased 46%, or
$18,000, to $57,000. Approximately $20,000 of the increase in the provision
for loan losses is due to reserves established for losses anticipated related
to installment notes receivable purchased from a used automobile dealer, who
has recently experienced financial difficulties and, as a result, gone out of
business. As of October 31, 1995, the Company has thirty eight active accounts
purchased from this dealer, with an aggregate balance due net of unearned
discount of approximately $65,000, approximately $56,000 of which is
contractually current within 30 days on their payments due. As of the same
date, the Company has ten accounts from this dealer currently in repossession,
such accounts having a balance due net of unearned discounts of approximately
$18,000. One of the other two dealers with which the Company does business is
assisting in repossessing and either retailing or selling at auction the
automobiles underlying any of these installment notes receivable which are or
may become non-performing. The total balance due net of unearned discount from
the forty eight accounts purchased from this dealer is approximately $83,000,
or 3% of the Company's total installment notes receivable as of September 30,
1995 of $2,692,000 and 132% of the reserve for doubtful accounts of $63,000
established as of September 30, 1995. The other $10,000 of the increase in
provision for loan losses for the period results from growth of the reserve for
doubtful accounts in connection with the growth in the total portfolio of
installment notes receivable.

55
<PAGE> 65

Headquarters Expenses

Headquarters expenses decreased $46,000, or 8%, to $506,000 in 1995, the
net result of increases to components of headquarters expenses offset by
related increases in allocations of certain expenses to the Company's
operations.

Corporate overhead expenses, before allocations to operations, increased
29%, or $178,000, to $782,000. Salaries and benefits increased 32%, or
$108,000, to $443,000, due to additional personnel. Occupancy costs increased
50%, or $10,000, to $30,000 as a result of increased rent at the relocated
corporate offices and an increase in the amount of rent expense allocated to
corporate overhead functions versus various operations functions. Depreciation
and amortization expense increased 31%, or $14,000, to $59,000, primarily due
to additional telephone and computer equipment. Other expenses increased 23%,
or $46,000, to $250,000, primarily due to additional expenses related to the
1994 business expansion.

Interest Expense

Interest expense increased 84%, or $146,000, to $319,000, primarily due
to increased interest paid to banks and individuals for loans made to help fund
acquisitions, plus interest paid to banks due to the growth in the Company's
portfolio of auto finance receivables. Approximately $152,000 of the interest
expense for the 1995 period is allocable to funding of the Finance operation.

Income before Income Taxes

Income before income taxes decreased 59%, or $92,000, to $65,000 for the
1995 period as compared to $157,000 in 1994.

Income Taxes

Provision for income taxes for 1995 period is $33,000 as compared to
$65,000 in 1994, representing estimated effective income tax rates of
approximately 50% and 41%, respectively. The increase in effective tax rate
for 1995 as compared to 1994 and the relatively high effective tax rate for
both periods is principally the result of the increase in the amount of
goodwill amortization related to certain acquisition transactions which
occurred principally at the end of 1993, in relation to the amounts of pre-tax
income for these periods. Those acquisitions were structured as non-taxable
reorganizations, which resulted in the amortization of intangibles for book
accounting purposes being non-deductible for income taxes. Acquisitions made
by the Company since then have been structured as taxable transactions, which
results in a deduction for income tax purposes of amortization of intangibles.

Net Income

The net effect of the matters discussed above is that net income for the
nine months ended September 30, 1995, decreased to $33,000 ($.01 per share on
5,019,970 weighted average number of shares outstanding) as compared to $93,000
($.02 per share on 4,806,597 weighted average number of shares outstanding) for
the prior year period.

56
<PAGE> 66

YEAR ENDED DECEMBER 31, 1994 AS COMPARED TO DECEMBER 31, 1993.

Revenues

Revenues for the year ended December 31, 1994, increased 77%, or
$3,265,000, to $7,533,000 as compared to $4,268,000 for the year ended December
31, 1993.

Check Cashing Service Fees

Company store revenues increased 75%, or $2,415,000, to $5,654,000,
primarily due to an increase in the number of stores operated during 1994 as
compared to 1993. A decrease in comparable store revenues (17 stores which
were open for both of the full two years compared) of less than 1%, or $21,000,
to $2,762,000, was offset by $166,000 in revenues from one store opened in
fourth quarter 1993 and from two stores opened in 1994. During fourth quarter
1993 and throughout 1994, the Company acquired 20 stores and sold 6 stores (5
to Check Express franchisees and 1 to a third-party), resulting in a net
increase in Company store revenues of $2,264,000 in 1994 as compared to 1993.

Franchise Revenues

Franchise revenues increased 59%, or $567,000, to $1,521,000. A
decrease in initial franchise sales fees of 57%, or $241,000, to $183,000, was
offset by an increase in continuing royalties of 152%, or $808,000, to
$1,338,000. The acquisition of Check-X-Change Corporation in October of 1993
contributed 82%, or $660,000, of the increase in continuing royalties.

Finance Revenues

The Company began test marketing loans in fourth quarter 1993. Loans
ranging from $100 to $1,000 are made to customers at selected Company-owned
stores. The Company also purchases at a discount loans on used automobiles
through a limited number of dealers in Florida. Finance revenues increased to
$323,000 in 1994 from $11,000 in 1993. Based on results to date and provided
it is successful in acquiring additional capital to fund new loans, the Company
intends to expand its finance activities.

Other Revenues

Other revenues decreased 42%, or $28,000, to $35,000, primarily due to a
decrease in interest income.

Store Expenses

Store expenses for 1994 increased 82%, or $2,203,000, to $4,888,000,
primarily the result of the increased number of stores operated during 1994 as
compared to 1993. Salaries and benefits increased 68%, or $683,000, to
$1,690,000; occupancy costs increased 88%, or $360,000, to $769,000; store
depreciation and amortization increased 31%, or $76,000, to $320,000; and other
store expenses increased 84%, or $579,000, to $1,271,000, all primarily as a
result of the additional stores. Returned check write offs increased 169%, or
$217,000, to $346,000, in part due to the increased number of stores and, in
part, due to certain procedures not having been properly followed at the store
level. In order to re-establish store operating procedures, the Company
implemented a management change in fourth quarter 1994 and assigned
responsibility for management of the Company-owned stores to the operations
support group, which also oversees franchise store operations. The Company
believes that this change in management of Company-owned stores will, over time,
result in returned check

57
<PAGE> 67

write offs more consistent with historical levels. Returned check write offs
as a percentage of the face amount of checks cashed increased to 0.22% for 1994
as compared to 0.14% in 1993. Area and regional expenses increased 140%, or
$287,000, to $492,000, primarily as a result of an increase in the number of
area managers and related expenses resulting from the additional stores.

Franchise Expenses

Franchise expenses increased 61%, or $468,000, to $1,241,000, primarily
due to the acquisition of Check-X-Change in October of 1993. Salaries and
benefits increased 87%, or $249,000, to $536,000. Advertising expense
increased 188%, or $107,000, to $164,000, due to new marketing of franchise
kiosks targeted at convenience stores and an increase in full-service franchise
marketing. Depreciation and amortization expense increased 143%, or $39,000,
to $66,000 due to amortization of the Check-X-Change acquisition. Travel and
lodging expense increased 163%, or $101,000, to $163,000, primarily due to the
increased number of franchise stores. Other expenses decreased 18%, or
$57,000, to $255,000, primarily due to a decrease in computer expenses related
to the opening of new franchises.

Finance Expenses

Expenses associated with the Company's small consumer loan and auto loan
finance activities increased from $26,000 in 1993 to $168,000 in 1994.
Salaries and benefits increased to $83,000, occupancy costs increased to
$11,000, provision for loan losses increased to $32,000 and other expenses
increased to $42,000.

Headquarters Expense

Headquarters expenses increased 70%, or $366,000, to $888,000, primarily
due to an increase in salaries and benefits of 75% or $214,000, to $498,000,
due to additional accounting personnel and compensation, including $83,000 in
finders fees, paid to a new manager of acquisitions, of which approximately
$60,000 are related to stores acquired in California in 1994 which were sold
for an approximate gain of $290,000 in January 1995. Occupancy costs increased
74%, or $13,000, to $29,000 as a result of increased rent at the relocated
corporate offices. Depreciation and amortization expense increased 80%, or
$27,000, to $61,000 due to additional telephone and computer equipment. Other
expenses increased 60%, or $113,000, to $300,000, primarily due to additional
expenses related to the 1994 business expansion.

Interest Expense

Interest expense increased 114%, or $150,000, to $281,000, primarily
due to increased interest paid to banks and individuals for loans made to help
fund acquisitions and interest paid to banks due to the growth in the Company's
portfolio of consumer loans and auto finance receivables.

Income before Income Taxes

Income before income taxes decreased 49%, or $64,000, to $67,000, in
1994 as compared to $131,000 in 1993.

58
<PAGE> 68

Income Taxes

Provision for income taxes for 1994 is $66,000 as compared to $65,000 in
1993, representing effective income tax rates of approximately 100% and 50%,
respectively. The increase in effective tax rate for 1994 as compared to 1993
and the relatively high effective tax rate for both periods is principally the
result of the increase in the amount of goodwill amortization related to
certain acquisition transactions which occurred principally at the end of 1993,
in relation to the relatively low amounts of pre-tax income for these periods.
Those acquisitions were structured as non-taxable reorganizations, which
resulted in the amortization of intangibles for book accounting purposes being
non-deductible for income taxes. Acquisitions made by the Company since then
have been structured as taxable transactions, which results in a deduction for
income tax purposes of amortization of intangibles.

Net Income

The net effect of the matters discussed above is that net income for
1994 decreased to $467 ($.00 per share on 4,864,832 fully diluted number of
shares outstanding) as compared to $66,000 ($.02 per share on 3,284,774 fully
diluted number of shares outstanding) in 1993.

RECENT ACCOUNTING PRONOUNCEMENTS

During 1993, the Accounting Standards Executive Committee issued
Statement of Position 93-7 (SOP), Reporting on Advertising Costs, which the
Company adopted prospectively as required in 1995. The SOP requires that
advertising costs be expensed when incurred, with the exception of the costs of
direct-response advertising, which are capitalized and amortized over the
period that benefits are received. The Company's current policies are
generally in compliance with the SOP, and therefore, its adoption is not
expected to have a significant effect on the Company's financial position or
results of operations.

LIQUIDITY AND CAPITAL RESOURCES.

In January 1993, the Company entered into an agreement with its primary
bank which provided the Company with a $400,000 operating revolving credit line
at prime plus 1.25% and a $270,000 five year term loan (funded in April 1993)
at a floating rate of prime plus 1.25%, with monthly principal and interest
payments. The loan terms contain covenants which require the Company to
maintain a tangible net worth of at least $1,000,000 and a ratio of total debt
(excluding subordinated or junior debt) to tangible net worth of not more than
2.0 to 1.0. For such purposes, "tangible net worth" means (1) the aggregate
amount of assets (excluding intangible assets), equity, and similar items
reflected on the Company's balance sheet, plus the amounts of any subordinated
debt, junior debt and debt to stockholders, less (2) liabilities. The loans
contain cross-collateral provisions, are secured by substantially all of the
assets of the Company and are personally guaranteed by the Company's Chairman
and CEO.

The Company owes its primary bank approximately $91,000 under a ten year
promissory note bearing interest at 8.5% per annum, due May 18, 2003. The note
is secured by a mortgage on an improved site in Tampa, Florida, which was
purchased for $106,000 and at which the Company operates a Company-owned store.

In February 1994, the Company executed new loan agreements with its
primary bank which provided for an increase in the revolving credit line to
$500,000 and a new seven year $880,000 term loan at a fixed rate of 8.25%, with
monthly principal and interest payments. Proceeds from the term loan were used
to partially fund

59
<PAGE> 69

the acquisitions and purchases of stores and for working capital for the
acquired stores. In August 1994, the Company obtained an additional $250,000
in revolving credit line from its primary bank.

Effective August 31, 1995, the Company converted the two revolving lines
of credit totaling $750,000 into a thirteen month term loan of $650,000. This
term loan bears interest at 11.5% per annum and requires a monthly principal
and interest payment of $49,835. This loan is collateralized specifically by
certain installment notes receivable of the Company's wholly owned subsidiary,
Check Express Finance, Inc., is cross-collateralized with all other debt
provided by the Company's primary bank by substantially all the assets of the
Company, and is personally guaranteed by the Company's President and CEO.

The cumulative amount remaining due as of September 30, 1995 under the
three term loans with the Company's primary bank was $1,560,000.

In May 1994, the Company obtained a revolving credit line in the amount
of $100,000 (subsequently increased to $200,000) from a Washington bank to
supplement cash required during peak check cashing periods at its Washington
stores. The terms of this facility also include financial covenants measured
using the stand alone balances of the subsidiary and require compliance with
all covenants related to the debt provided by the Company's primary bank in
Florida. Amounts outstanding under this facility bear interest at prime plus
2% and are personally guaranteed by the Company's President and CEO.

The Company has obtained a series of three-year term notes payable to
another bank, $500,000 in December 1994, $400,000 in April 1995, $200,000 in
June 1995, $114,000 in October 1995, and $300,000 in November 1995,
collateralized by certain installment notes receivable of the Company's wholly
owned subsidiary, Check Express Finance, Inc. and personally guaranteed the
Company's President and CEO. The first three notes payable bear interest at
variable interest rates ranging from 10.625% per annum to 11.125%, to be
adjusted annually, with the October 1995 and November 1995 notes bearing
interest at a fixed rate of 11.125% per annum. These five notes payable
require an aggregate minimum monthly principal and interest payment totaling
$56,889. The Company has made additional principal payments on these notes
each month to the extent that collections on the underlying installment notes
receivable collateralizing the notes payable have exceeded the aggregate
minimum monthly principal and interest payment on the then outstanding notes
payable to the bank. The cumulative amount remaining due under the three term
notes payable outstanding as of September 30, 1995 was $468,000.

Also effective August 31, 1995, the Company and its wholly owned
subsidiary Check Express Finance, Inc. entered into a $500,000 revolving
credit agreement with another bank, and obtained an initial advance thereunder
of $500,000 under a two-year term note payable collateralized by certain
installment notes receivable of Check Express Finance, Inc. This term note
payable bears interest at a fixed rate of 10.75% per annum and requires a
minimum monthly interest and principal payment of $23,246. Additional
principal payments will be made monthly, as a result of early pay-downs or
payoffs of installment notes receivable collateralizing the loan, to the extent
the Borrowing Base calculated under the terms of the credit agreement and based
on the balances of the installment notes receivable outstanding at each month
end is less than the principal balance of the term note payable. Check Express
Finance, Inc. may request subsequent advances, in minimum increments of
$100,000, to the extent that the revolving credit facility of $500,000 is not
fully accessed. The Company and the Company's President and CEO have provided
guarantees to the bank regarding this term note payable.

The Company converted $82,000 of the $108,000 outstanding as of
September 30, 1995, of its 11% per annum unsecured notes payable which had
balloon payments due November 1, 1995, to term notes with the same monthly
payments of principal and interest until the balances are liquidated, October
1, 1997.

60
<PAGE> 70

In 1994, the Company expended approximately $1,090,000 in cash and
issued approximately $1,089,000 in notes as consideration for the acquisition
of 17 Company-owned stores, and received $90,000 in cash and $1,030,000 in
notes for the sale of six stores plus approximately $170,000 in cash. Through
September 30, 1995, the Company has received approximately $982,000 in cash for
5 Company-owned stores sold in January 1995.

In 1994, the Company expended approximately $285,000 in cash and $65,000
under capital lease agreements for the purchase of a new telephone system for
its corporate headquarters and for the purchase of additional computer
equipment for the headquarters and for the acquired stores. No amounts have
been expended under capital lease agreements through September 30, 1995.

In 1994, the Company expended $1,490,000 for its consumer loan and auto
finance receivables as compared to $98,000 in 1993. Through September 30,
1995, the Company has expended approximately $1,164,000 for similar installment
notes receivable.

Because the Company's operations consist primarily of check cashing and
other financial services, its combined liquidity is readily ascertainable. At
September 30, 1995, 15% of the Company's $10,607,000 in total assets consisted
of cash.

In November 1995, Seattle-First National Bank ("Seafirst"), the
Company's bank for its operations in the State of Washington, informed the
Company that it would no longer permit the Company access to funds represented
by account balances reflected by checks deposited with Seafirst but not yet
cleared through the banking system. As a result, cash availability to the
Company was expected to decline by between approximately $150,000 to $650,000,
depending on the day of the week and time of the month. This change, along
with scheduled debt payments of the Company and short-term anticipated
operating cash flows, resulted in a concern as to the adequacy of the Company's
cash availability, absent additional borrowings, to support anticipated levels
of store operations through consummation of the Merger. Mr. Larry F. Lang,
Chairman and CEO of the Company, informed Mr. Donald H. Neustadt, the President
and Chief Executive Officer of Ace, of such circumstance in late November. In
light of the pending Merger, Ace indicated its willingness to provide the
Company with cash on a short-term basis, and on November 30, 1995, the Company
borrowed $450,000 from Ace. The loan, which is evidenced by a promissory note
of the Company in favor of Ace, must be repaid with interest on demand by Ace.
The principal balance of the loan bears interest at a variable annual rate
equal to 2% above the prime rate, and payment of the promissory note is secured
by a security interest in all of the Company's assets at the Company's four
owned check-cashing locations in Indianapolis, Indiana. Ace does not expect to
make demand for payment so long as the parties continue to proceed toward
consummation of the Merger. If the Merger is not consummated, however, Ace
expects promptly to demand payment of the principal balance of the loan and all
accrued interest thereon.

If the Merger is not consummated and if CEF is not sold, then, after
repayment of the loan from Ace, the Company would require additional capital to
continue its present level of operations. The Company believes such capital
could be obtained by selling either a portion of its installment loan portfolio
or one or more of its Company-owned stores.

SPECIAL CONSIDERATIONS

The Company's business is subject to various continuing risks, including
those described below.

Competition

As described above, the Company is in competition with various other
businesses that cash checks, sell franchises and make loans. Many of the
Company's competitors have significantly greater financial resources than the
Company. There can be no assurance that the Company will be able to continue
to compete successfully with such other businesses.

Inherent Risks of Cash Business

The services provided at Company-owned money centers require each store
to maintain a certain amount of cash on hand which presents a risk of cash
shortages from employee error and theft. The Company has implemented controls
and security procedures to minimize this risk; however, the risk cannot be
totally eliminated. In addition, because the Company cashes checks, it is
subject to losses from returned checks. For fiscal years ended December 31,
1994 and 1993, returned checks, net of collections, and cash shortages totaled
6.1% and 4.0% of check cashing service fees, respectively. Through September
30, 1995, returned checks, net of collections, and cash shortages totaled 6.8%
of check cashing service fees.

Inherent Risks of Finance Business

The Company is making small consumer loans and providing used automobile
financing to individuals, most of whom can be characterized as high credit
risks. Although the Company's actual losses from its financing activities have
been minimal to date, there can be no assurance that the Company will be able
to continue to

61
<PAGE> 71

operate with similar loan loss experience in the future. The Company recorded
a $32,000 provision for loan losses in 1994 and a $50,000 provision through
September 30, 1995.

The used automobile financing installment notes receivable are secured
by the automobile and the Company has recourse agreements with each dealer such
that management (repossession and resale) of the collateral supporting non-
performing loans is the responsibility of the dealers. The Company currently
purchases these installment notes receivable primarily from two used automobile
dealers located in Central Florida.

Management does not feel that this concentration of business with two
dealers represents a significant credit risk as the Central Florida used
automobile industry is very strong, primarily because of the significance of
the entertainment and recreation service industry in this geographic region,
with a significant number of dealers. The dealer becomes part of the credit
risk management structure only at the point at which the loan is non-performing
and can not be recovered through the Company's collection efforts. At this
point the dealer is responsible under the recourse agreement for repossessing
and selling the automobile at auction in order to recover proceeds to the
extent practically feasible. This assumes the dealer can not or does not wish
to recondition and resell the automobile again; the normal course is for this
resale to occur and the note related to the repossession to be settled by the
dealer, typically at an amount representing break even on the net investment in
the note at repossession. The new note related to the resale may or may not be
purchased from the dealer, in accordance with the Company's normal purchase
criteria for such notes. In the event one of these dealers was unable to
fulfill his commitments with respect to the recourse agreement, the Company
would utilize the other dealer to manage non-performing loans. The other
dealer would be asked to repossess, recondition and resell the automobile,
which would be both in the best interest of the dealer, due to the profit
motive involved, and the best interest of the Company. The likelihood of both
dealers experiencing difficulty at the same time is considered remote. If that
were to occur, the Company would still have the ability to mitigate losses by
working with other dealers in the market, many of whom are familiar to
management personnel of the finance operation, to assist with management of
non-performing loans.

Government Regulation

There are some states which currently regulate check cashing stores.
Regulations vary from state to state and range from simple minimum licensing
requirements to limits on check cashing fees. The Company and several of its
franchisees operate in states which have regulations affecting check cashing
stores. In addition, federal and some state regulations require the reporting
of certain currency transactions. The Company began selling its own money
orders in September of 1992 and operates under money order licensing
regulations promulgated by the States of Florida and Indiana. The Company's
finance activities are subject to numerous local, state and federal
regulations. There can be no assurance that the Company will not be materially
adversely affected by legislation or regulations currently in existence or
which may be enacted in the future.

Seasonality

The check cashing business is seasonal, in large part the result of the
timing of income tax refunds and the fees earned from the cashing of income tax
refund and refund anticipation loan checks. Historically, most of the revenues
for these seasonal services are earned within the six months ending June 30.
The timing of the sale of new franchises is impossible to predict and can have
a material effect on the results of operations of a particular quarter.
However, the Company believes that the growth in continuing royalties, combined
with the growth in finance revenues, may serve to mitigate the seasonality
effect of the income tax season and the timing of new franchise sales.
Accordingly, the results of operations for any one quarter are not necessarily
indicative of the results of operations which may be realized for the full
year.

62
<PAGE> 72

Effect of Inflation

The Company believes that inflation does not currently have a material
effect on its results of operations.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
beneficial ownership of shares of the Common Stock as of November 30, 1995 by
(1) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding Common Stock, (2) each director of the Company, (3) each
executive officer of the Company, and (4) all directors and executive officers
of the Company as a group. Except as reflected in footnote 14 to the following
table, the Company believes that each of the following shareholders has the
sole voting and dispositive power over the shares held by each shareholder.

<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Owner Beneficial Percent
or Number in Group(1) Ownership(2) of Class(3)
------------------------ ------------ -----------
<S> <C> <C>
Larry F. Lang(4,14) 823,570 16.27
Joseph J. Wozniak(5,14) 160,552 3.17
Patrick J. McEnany(6,14) 151,686 2.99
W. Keith Schilit(7) 27,500 0.54
Decker A. Todd(8) 31,500 0.62
Stephen L. Selka(9,14) 487,000 9.62
Paradise Valley Securities, Inc.(10,13) 384,600 7.59
Hayden R. Fleming(11,13) 288,835 5.70
All Directors and Executive Officers
as a Group (5 persons)(12) 1,194,808 23.59
Ace Cash Express, Inc.(14) 1,657,606 32.75
</TABLE>

(1) Mr. Lang's mailing address is 101 East Kennedy Boulevard, Suite 3800,
Tampa, Florida, 33602. Mr. Wozniak's mailing address is 101 East
Kennedy Boulevard, Suite 3800, Tampa, Florida, 33602. Mr. McEnany's
mailing address is 16600 N.W. 54th Avenue, Miami, Florida 33014. Mr.
Schilit's mailing address is 101 East Kennedy Boulevard, Suite 3800,
Tampa, Florida, 33602. Mr. Todd's mailing address is 101 East Kennedy
Boulevard, Suite 3800, Tampa, Florida, 33602. Mr. Selka's mailing
address is 3420 Cleveland Avenue, Fr. Myers, Florida, 33901. Paradise
Valley Securities, Inc.'s mailing address is 11811 North Tatum Blvd.,
Suite 4040, Phoenix, AZ 85028. Mr. Fleming's mailing address is 11811
North Tatum Blvd., Suite 4040, Phoenix, AZ 85028.
(2) Beneficial ownership of shares, as determined in accordance with
applicable Securities and Exchange Commission rules, includes shares as
to which a person has or shares voting power and/or investment power.
Except as otherwise indicated, all shares are held of record with sole
voting and investment power.
(3) As to each named person or group, assumes the exercise of all options
and warrants beneficially owned by such person or group, but not the
exercise of any options or warrants owned by any other person or group,
divided by 5,061,003 shares of Common Stock outstanding.
(4) 663,570 shares of Common Stock, and options/warrants to purchase 160,000
shares (2,500 shares at an exercise price of $1.00 per share expiring
December 31, 1997, 50,000 shares at an exercise price of $.875 per share
expiring February 28, 1998, 2,500 shares at an exercise price of $1.125
expiring September 12, 1998, 50,000 shares at an exercise price of
$1.1875 per share expiring March 31, 1999, 5,000 shares at an exercise
price of $.6875 per share expiring November 22, 1999, and 50,000 shares
at an exercise price of $.84 per share expiring March 31, 2000).
(5) 145,552 shares of Common Stock, and options/warrants to purchase 15,000
shares (2,500 shares at an exercise price of $1.00 per share expiring
December 6, 1997, 2,500 shares at an exercise price of $1.125 expiring
September 12, 1998, 1,000 shares at an exercise price of $1.125
expiring December 1, 1998, and 9,000 shares at an exercise price of
$.6875 expiring November 22, 1999).

63
<PAGE> 73

(6) 134,686 shares of Common Stock, and options/warrants to purchase 17,000
shares (2,500 shares at an exercise price of $1.00 per share expiring
December 6, 1997, 2,500 shares at an exercise price of $1.125 expiring
September 12, 1998, 3,000 shares at an exercise price of $1.125
expiring December 1, 1998, and 9,000 shares at an exercise price of
$.6875 per share expiring November 22, 1999).
(7) Options/warrants to purchase 27,500 shares (2,500 shares at an exercise
price of $1.00 per share expiring December 6, 1997, 12,500 shares at an
exercise price of $.85 per share expiring on December 6, 1997, 2,500
shares at an exercise price of $1.125 expiring September 12, 1998, 1,000
shares at an exercise price of $1.125 expiring December 1, 1998, and
9,000 shares at an exercise price of $.6875 expiring November 22, 1999).
(8) 1,500 shares of Common Stock, and options/warrants to purchase 30,000
shares (10,000 shares at an exercise price of $1.125 expiring December
1, 1998, and 20,000 shares at an exercise price of $.6875 expiring
November 22, 1999).
(9) 483,000 shares of common stock and options/warrants to purchase 4,000
shares at an exercise price of $3.00 per share expiring December 31,
1996.
(10) 25,000 shares of Common Stock, options/warrants to purchase 98,600
shares at an exercise price of $3.00 per share expiring December 31,
1996, and options/warrants to purchase up to 43,500 Units, each
comprised of four shares of Common Stock and two warrants to purchase
one share of Common Stock each at and exercise price of $3.00 per share,
at an exercise price of $6.60 per Unit expiring June 24, 1998.
(11) 191,835 shares of Common Stock, and options/warrants to purchase 97,000
shares at an exercise price of $3.00 per share expiring December 31,
1996.
(12) Mr. Lang is the Company's President and CEO and a director. Mr. Todd is
Vice President-Finance, CFO and a director. Messrs. McEnany, Wozniak,
and Schilit are directors.

(13) Paradise Valley Securities, Inc. and Mr. Fleming, a former employee of
Paradise Valley Securities, Inc., along with Mr. Anthony Silverman, a
person in a control relationship with Paradise Valley Securities, Inc.,
filed jointly a Schedule 13D dated March 21, 1995 with the Securities
and Exchange Commission, in which each person disaffirmed (i) beneficial
ownership of the other persons' securities and (ii) membership in a
group. As a result of Mr. Silverman's control relationship, his
beneficial ownership of Common Stock as of that date, which is less than
5% of the Common Stock outstanding, has been aggregated with that of
Paradise Valley Securities, Inc.

(14) Mr. Lang, Mr. Wozniak, Mr. McEnany, and Mr. Selka, H. Jeffrey Voss and
American National Bank of Cheyenne have each provided to Ace a
Shareholder Agreement and Irrevocable Proxy ("Shareholder Agreement,"
the form of which is attached as Appendix E to this Proxy Statement)
relating to all their respective shares in conjunction with the Merger
Agreement, as reported by Ace on a Schedule 13D dated October 20, 1995
filed with the Securities and Exchange Commission. Ace has no
beneficial interest in such shares except pursuant to the Shareholder
Agreements.

MANAGEMENT

EXECUTIVE OFFICERS, SIGNIFICANT EMPLOYEES AND DIRECTORS

The following table lists the executive officers, significant employees and
directors of the Company and certain information regarding each individual:

64
<PAGE> 74

<TABLE>
<CAPTION>
Name Age Position
- ------------------------ ----- -------------------------------------
<S> <C> <C>
Larry F. Lang 47 Chairman of the Board of Directors, President, Chief
Executive Officer
Decker A. Todd 34 Vice President-Finance, Chief Financial Officer,
Secretary, and member of the Board of Directors
Roger D. Goertz 47 Executive Vice President of Operations; President,
Check Express USA, Inc. and Check-X-Change Corporation
Michael D. Riordon 45 Director of Franchise Sales
S. Gregg Bacon 50 Director of Finance Company Operations
W. Keith Schilit(1,2) 41 Outside member of Board of Directors
Patrick J. McEnany(1,2) 48 Outside member of Board of Directors
Joseph J. Wozniak(1,2) 57 Outside member of Board of Directors
</TABLE>

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee

Larry F. Lang was a founder of the Company in 1982, and has served as
Chairman of the Board, President and Chief Executive Officer since July 1992.
He serves as a director and the current President of the Florida Check Cashers
Association, and also is a director of the National Check Cashers Association.
From 1979 until 1986, he was the vice president and co-founder of Lang & Martin
Ltd., a land service company located in Denver, Colorado, which provided
services to the oil and gas industry. From 1977 to 1979, he served as land
manager of Puckett Energy Company. From 1974 until 1977, he was an independent
contract landman in the oil and gas industry.

Decker A. Todd joined the Company in October 1993 as Vice President of
Finance. From 1984 until 1993, he was employed by the international public
accounting firm of Price Waterhouse as a member of their audit department, as
an audit manager from July 1990 until leaving the firm in 1993.

Roger D. Goertz joined Check Express USA, Inc., a franchising subsidiary,
in October 1993 at the time the Company acquired Check-X-Change Corporation,
now also a franchising subsidiary, where Mr. Goertz had been President since
1989. From 1987 until 1989, Mr. Goertz was employed with Papa Aldo's
International, Inc. in Portland, Oregon, last holding the position of Chief
Operating Officer. From 1968 until 1987, he worked with Pizza Inn, Inc. in
Dallas, Texas, as Vice President of Operations over 350 company stores, and as
Vice President of Advertising.

S. Gregg Bacon joined Check Express Finance, Inc., the Company's finance
company subsidiary, in September 1993 as Director of Finance Company
Operations. From 1992 until 1993, Mr. Bacon was self-employed as a Financial
Consultant. From 1982 until 1992 Mr. Bacon was employed by Century Acceptance
Corporation in Kansas City, Missouri, last holding the position of Finance
Supervisor. In this capacity he was directly responsible for day-to-day
operations of as many as nine consumer finance offices in three states with an
installment notes receivable portfolio of over $30,000,000, and he was the
principal buyer of bulk installment notes receivable.

65
<PAGE> 75

Michael D. Riordon joined the Company in September 1990 as a franchise
sales representative and has served as the Director of Franchise Sales since
September of 1991. From 1989 until 1990, he served as Vice President of
Marketing for Phoenix Computer Corporation, a computer hardware reseller. From
1987 until 1989, he served as Vice President of Sales for Spacecoast Resources,
Inc., a company engaged in the sale and distribution of computer hardware and
software. From 1983 until 1987, he served as a sales representative for AFAR
Corporation and Southeast Integrated Health Resources, Inc., both in the
computer industry. From 1975 until 1984, he served as Sales Manager for
Southern Marketing, a company which presells cemetery plots nationwide.

W. Keith Schilit has served as a director of the Company since December
1992. Dr. Schilit is a professor of management and the Director of the Program
in Entrepreneurship at the University of South Florida, Tampa, Florida, having
served on the faculty of the University since 1985. Dr Schilit, who holds an
MBA and Ph.D. in strategic planning, is also an author, consultant and
lecturer. He has been the principal owner of Catalyst Ventures (and its
predecessors), a business consulting firm, since before 1982. From 1982 until
1985, he was on the faculty of Syracuse University. From 1979 until 1982, he
was on the faculty of University of Maryland. He also is a director of Chico's
FAS, Inc. and ASM Fund, Inc.

Patrick J. McEnany has served as a director of the Company since April
1988. He was a founder of Maidstone Capital, Inc., which reorganized with the
Company's predecessors in 1988. Since May 1990, he has served as President and
CEO of Royce Laboratories, Inc., a manufacturer of generic drugs. He has
served as President of Equisource Capital, Inc., a consulting company, since
1984. From 1973 until 1985, he was the President, Chief Executive Officer and
Chief Financial Officer of Zenex Synthetic Lubricants, Inc. In 1985 Zenex
merged into Home Intensive Care, Inc., a corporation involved in the health
care industry, where he served as a director and chairman of the audit
committee until that company was acquired by W. R. Grace Corporation in 1995.

Joseph J. Wozniak has served as a director of the Company since April
1988 and as a director of a predecessor company since 1983. He has been an
independent investor since 1978. From 1969 until 1978 he served as Senior Vice
President and Treasurer of General Construction Company. He is an officer and
a director of Big Brothers of King County, Seattle, Washington.

None of the Company's executive officers and directors are related to one
another. Officers are elected by and serve at the discretion of the Board of
Directors.

LEGAL PROCEEDINGS

The Company is engaged from time to time as plaintiff in small claims
court litigation relating to collection of returned checks and other litigation
to protect its service marks; however, such litigation has not historically had
any material effect on the Company's financial condition and results of
operations. Were the Company's franchise network to expand, it is reasonably
possible that the Company would be engaged in litigation with one or more of
its franchisees from time to time.

The Company, through its wholly owned subsidiary, was previously involved
in litigation against a former employee of Check-X-Change. The former employee
had made five separate claims against Check-X-Change related to breach of
contract and untimely payment or non-payment of compensation, several of which
overlapped and were not independent actions for separate damages. Arbitration
of these claims was completed during July

66
<PAGE> 76

1995 and damages for certain of the claims awarded. The damages awarded had no
material adverse impact on the Company's financial position.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Representatives of Grant Thornton, the Company's firm of independent
certified public accountants, are expected to be present at the Special
Meeting. Such representatives will have the opportunity to make a statement if
they desire to do so and are anticipated to be available to respond to
appropriate questions.

SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, shareholders of the Company may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the next
annual meeting of shareholders of the Company, which will occur only if the
Merger is not consummated before the date set for such meeting, by submitting
their proposals to the Company in a timely manner. The Company's proxy
statement relating to the 1994 annual meeting of shareholders of the Company
had indicated that, in order to be considered for the 1995 annual meeting of
shareholders of the Company, shareholder proposals must have been received by
the Company no later than March 13, 1995. However, because such meeting has
been postponed until an as yet undetermined date, shareholder proposals to be
considered at the next annual meeting of shareholders of the Company (if such
meeting takes place) may be submitted at any reasonable time prior to the
commencement of solicitation of proxies in connection with such meeting.

67
<PAGE> 77

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Financial Statement Page
-------------------------------------------------- ----
<S> <C>
Interim Unaudited Consolidated Balance Sheets 69
as of September 30, 1995 and December 31, 1994

Interim Unaudited Consolidated Statements of Income 70
for the three months and nine months ended
September 30, 1995 and September 30, 1994

Interim Unaudited Consolidated Statements of Cash Flows 71
for the nine months ended September 30, 1995 and
September 30, 1994

Notes to Interim Unaudited Consolidated Financial 72
Statements

Report of Independent Certified Public Accountants 80

Consolidated Balance Sheets as of December 31, 1994 81
and 1993

Consolidated Statements of Income for the years ended 82
December 31, 1994 and 1993

Consolidated Statements of Changes in Stockholders' 83
Equity for the years ended December 31, 1994 and 1993

Consolidated Statement of Cash Flows for the two years 84
ended December 31, 1994 and 1993

Notes to Consolidated Financial Statements 87

</TABLE>

68
<PAGE> 78

CHECK EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1995 1994
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,547,436 $ 1,539,527
Accounts receivable, net 927,160 634,945
Installment notes receivable, net 1,257,778 753,472
Notes receivable 91,815 73,977
Recoverable income taxes 23,107 41,334
Prepaid expenses and other current assets 318,162 389,287
------------ ------------
Total current assets 4,165,458 3,432,542
Notes receivable 894,837 953,099
Property and equipment, net 1,619,664 1,652,499
Accounts receivable, net 122,500 122,500
Installment notes receivable, net 1,434,179 825,418
Intangibles, net 2,209,321 2,906,695
Other assets, net 160,841 133,102
------------ ------------
Total assets $ 10,606,800 $ 10,025,855

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 1,317,858 $ 1,280,000
Notes payable other - 338,944
Current maturities of capital lease obligations 23,711 35,118
Current maturities of senior long term debt 413,533 159,031
Current maturities of subordinated long term debt 223,870 298,880
Accounts payable 326,634 197,942
Unredeemed money orders 1,394,675 968,195
Income taxes payable - -
Other liabilities 281,641 296,898
Unearned income 113,823 39,911
------------ ------------
Total current liabilities 4,095,745 3,614,919
Capital lease obligations 48,210 65,880
Senior long term debt 1,189,700 1,078,874
Subordinated long term debt 727,766 799,342
Unearned income 193,500 193,500
Accrued franchise commissions 24,750 24,750
Deferred income taxes 174,834 173,708
------------ ------------
Total liabilities 6,454,505 5,950,973
------------ ------------

COMMITMENTS & CONTINGENCY - -

STOCKHOLDERS' EQUITY
Common stock - authorized, 10,000,000 shares, $.004 par value;
5,060,982 and 4,973,503 shares issued and outstanding at
September 30, 1995 and December 31, 1994, respectively 20,244 19,894
Additional paid-in-capital 3,698,370 3,653,903
Retained earnings 433,681 401,085
------------ ------------
Total stockholders' equity 4,152,295 4,074,882
------------ ------------
Total liabilities and stockholders' equity $ 10,606,800 $ 10,025,855
============ ============

</TABLE>

The accompanying Notes to Interim Unaudited Consolidated Financial Statements
are an integral part of these consolidated financial statements.

69
<PAGE> 79

CHECK EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1995 1994 1995 1994
------------ ------------ ------------ -----------
RESTATED RESTATED
------------ -----------
<S> <C> <C> <C> <C>
REVENUES:
Check cashing service fees $ 1,195,266 $ 1,435,721 $ 3,777,450 $ 4,129,097
Franchise fees 152,055 42,650 293,055 154,450
Franchise royalties 362,934 339,318 1,082,431 982,856
Finance revenues 207,427 93,008 608,004 211,368
Other revenues (22,722) 20,033 253,426 56,668
------------ ------------ ------------ ------------
Total revenues 1,894,960 1,930,730 6,014,366 5,534,439

EXPENSES:
Store expenses (includes $78,775, $89,525,
$230,009 and $238,664, respectively, of
depreciation and amortization) 1,193,404 1,341,729 3,669,390 3,703,066
Franchise expenses (includes $20,109, $25,702,
$60,432 and $76,169, respectively, of depreciation
and amortization) 501,187 362,012 1,259,009 829,087
Finance expenses (includes $637, $622, $1,912 and
$1,868, respectively, of depreciation and
amortization) 83,276 51,458 195,969 120,315
Headquarters expenses (includes $19,287, $21,897,
$58,557 and $44,689, respectively, of depreciation
and amortization) 150,466 196,424 506,010 551,855
Interest expense 111,434 78,741 318,796 172,797
------------ ------------ ------------ ------------
Total expenses 2,039,767 2,030,364 5,949,174 5,377,120
------------ ------------ ------------ ------------

Income (loss) before income taxes (144,807) (99,634) 65,192 157,319

Income taxes (benefit) (72,623) (50,835) 32,596 64,794
------------ ------------ ------------ ------------

Net income (loss) $ (72,184) $ (48,799) $ 32,596 $ 92,525
============ ============ ============ ============

Earnings per share $ (.01) $ (.01) $ .01 $ .02
============ ============ ============ ============

Weighted average number of shares of common
stock outstanding 5,060,982 4,815,976 5,019,970 4,806,597
============ ============ ============ ============
</TABLE>

The accompanying Notes to Interim Unaudited Consolidated Financial Statements
are an integral part of these consolidated financial statements.

70
<PAGE> 80

CHECK EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------
1995 1994
------------- -------------
RESTATED
-------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 32,596 $ 92,525
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 350,910 361,391
Provision for losses on receivables 48,459 23,091
Deferred income taxes 1,126 75,426
(Gain) loss on sale of assets (257,292) (53,923)
(Income) loss from joint venture on equity method (29,574) -
Changes in assets and liabilities (exclusive of
net assets acquired and disposed)
(Increase) decrease in:
Accounts receivable (292,215) 66,607
Recoverable income taxes 18,227 16,351
Prepaid expenses and other current assets 92,376 (182,336)
Other assets (35,233) (36,214)
Increase (decrease) in:
Accounts payable 128,692 (47,398)
Unredeemed money orders 426,480 50,671
Income taxes payable - -
Other liabilities (15,257) 83,105
Unearned income 73,912 43,761
------------- -------------
Net cash provided by (used in) operating activities 543,207 493,057
------------- -------------

Cash flows from investing activities:
Installment notes receivable, net (1,161,526) (1,078,313)
Notes receivable 40,424 7,449
Capital expenditures (350,774) (691,156)
Cash distributions received from joint venture under equity method 10,850 -
Net cash received (paid) for entities acquired and disposed 992,332 (1,233,636)
------------- -------------
Net cash (used in) provided by investing activities (468,694) (2,995,656)
------------- -------------

Cash flows from financing activities:
Borrowings under notes payable banks 1,450,410 900,000
Repayment of notes payable to banks (1,412,552) -
Borrowings under notes payable other 150,000 245,000
Repayment of notes payable other (488,944) (106,156)
Borrowings under long term debt 500,000 955,000
Repayment of borrowings under long term debt (281,258) (206,509)
Repayment of borrowings under capital lease agreements (29,077) (28,911)
Proceeds from issuances of common stock for
exercise of stock options 44,817 69,862
------------- -------------
Net cash (used for) provided by financing activities (66,604) 1,828,286
------------- -------------

Net increase (decrease) in cash 7,909 (674,313)
Cash at beginning of period 1,539,527 2,630,521
------------- -------------
Cash at end of period $ 1,547,436 $ 1,956,208
============= =============

</TABLE>

The accompanying Notes to Interim Unaudited Consolidated Financial Statements
are an integral part of these consolidated financial statements.

71
<PAGE> 81

CHECK EXPRESS, INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $ 24,910 $ 4,800
Interest $ 309,455 $ 178,424
</TABLE>

Non-cash financing and investing activities:

In January 1994, the Company acquired two check cashing money centers in the
Tampa, Florida market from a Check Express USA, Inc. franchisee for a total of
$50,000 in cash and a note payable of $160,000.

In February 1994, the Company acquired all the outstanding common stock of
Peterlyn, Inc., a Washington corporation, which owned and operated four check
cashing money centers in the Seattle/Tacoma, Washington market under franchise
agreements with Check Express USA, Inc. The total consideration given was
$488,465 in cash and a note payable of $89,725.

In May 1994, the Company purchased three check cashing money centers in
Stockton, California for $250,000 in cash and a note payable of $225,000.

In July 1994, the Company purchased two check cashing money centers in Modesto,
California from a Check-X-Change franchisee for $100,000 in cash and a note
payable of $40,144.

In August 1994, the Company acquired three check cashing money centers in
Tacoma, Washington for $100,000 in cash and a note payable of $500,000.

In September 1994, the Company acquired a food stamp distribution services
operation in Stockton, California for a note payable of $72,869.

In April 1994, the Company sold the non-cash assets of the check cashing money
center in Atlanta, Georgia, acquired in November 1993, plus $60,000 in cash to
an unrelated third party for a note receivable of $280,000.

In July 1994, the Company sold all the non-cash assets of a check cashing money
center in Portland, Oregon for $40,000 in cash.

In August 1994, the Company sold all the non-cash assets, except for land and a
building, of two check cashing money centers in Charleston, South Carolina to a
Check Express USA, Inc. franchisee for $50,000 in cash and a note receivable of
$100,000.

In October 1994, the Company sold all the non-cash assets of two check cashing
money centers in West Palm Beach, Florida, plus $120,000 in cash, to a former
employee for a note receivable of $650,000.

In January 1995, the Company sold substantially all the non-cash assets of five
check cashing money centers in Stockton and Modesto, California, to an unrelated
third party for $1,010,232. See note 3.

The accompanying Notes to Interim Unaudited Consolidated Financial Statements
are an integral part of these consolidated financial statements.

72
<PAGE> 82
CHECK EXPRESS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

Check Express, Inc. (the "Company"),a publicly-held company (NASDAQ symbol
"CHXS"), is a financial services company which through its wholly-owned
subsidiaries owns, operates and franchises retail money centers and provides
small consumer loans and used vehicle loans to individuals who generally do not
qualify for traditional sources of financing. The Company owns and operates
stores in Florida, Washington, and Indiana and has franchise stores operating in
26 states.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited consolidated financial statements of the Company at
September 30, 1995, and for the periods then ended were prepared in accordance
with generally accepted accounting principles and in accordance with the
instructions of Form 10-QSB. It is the opinion of management that all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the financial position at September 30, 1995, and the results of
operations and cash flows for the periods then ended, have been included. The
September 30, 1994 financial position, results of operations and cash flows for
the periods then ended have been restated for the effects of adjustments made in
the fourth quarter 1994 which also affected the third quarter 1994. These
fourth quarter 1994 adjustments and their respective effects on the periods
ended September 30, 1994 are described further as follows.

The Company expensed a finders fee to an employee of $61,000 related to a 1994
acquisition which had previously been inadvertently capitalized in the period
ended September 30, 1994. The adjustment reduced net income in periods ended
September 30, 1994 by $30,500 ($0.01 per share).

The Company also reduced finance revenues for the periods ended September 30,
1994, by $59,000, as a result of the discovery of a system error in recording
early payoffs of certain auto loans. The adjustment reduced net income for the
periods ended September 30, 1994 by $29,500 ($0.01 per share).

Principles of Consolidation

The interim unaudited consolidated financial statements include the accounts of
the Company and its subsidiaries. All subsidiaries are wholly owned. All
significant intercompany transactions and balances have been eliminated in
consolidation. The Company has a fifty percent interest in a joint venture
which is accounted for under the equity method.

73
<PAGE> 83
Franchise Fees Receivable

Management continuously monitors the franchisee's performance and if the current
facts and circumstances indicate that there now exists a degree of uncertainty
about the franchisee's ability to open a future store(s) or to pay fees due the
Company, then an appropriate allowance is established to provide for possible
uncollectible amounts.

At September 30, 1995 and December 31, 1994, accounts receivable (net) from
franchisees and the related accrued commissions (not payable until the account
is collected) are as follows:

<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Accounts receivable $ 448,712 $ 478,617
Allowance for doubtful accounts 25,000 25,000
------------ ------------
$ 423,712 $ 453,617
============ ============

Current, net of allowance for
doubtful accounts of $0 and
$0, respectively $ 301,212 $ 331,117
Long-term, net of allowance for
doubtful accounts of $25,000
and $25,000, respectively 122,500 122,500
------------ ------------
$ 423,712 $ 453,617
============ ============
Unearned income:
Current $ 109,945 $ 36,500
Long term 193,500 193,500
------------ ------------
$ 303,445 $ 230,000
============ ============

Accrued Commissions (net) $ 26,125 $ 8,220
============ ============
</TABLE>

The long term accounts receivable are non-interest bearing. Any discount factor
is not considered material to the financial statements. The unearned income
balances represent cash payments received under franchise agreements prior to
the earnings process being completed and/or amounts recorded with a comparable
account receivable recorded to reflect the terms of existing contracts in the
balance sheet.

Also included in the Company's accounts receivable balances as of September 30,
1995 and December 31, 1994, are three receivables totaling $52,000 related to
and securitized by legal judements awarded to Check-X-Change Corporation. These
judgments were existing at the time of the acquisition of Check-X-Change
Corporation, and the Company believes these receivables are fully collectible.

74
<PAGE> 84
Installment Notes Receivable

Balances related to the Company's installment notes receivable as of September
30, 1995 and December 31, 1994 were as follows:

<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- -------------
<S> <C> <C>
Gross balances:
Consumer loans $ 35,097 $ 122,739
Auto loans 3,930,314 2,211,581
------------- -------------
3,965,411 2,334,320
Unearned Discount (1,210,236) (734,298)
------------- -------------
Net before reserve for losses 2,755,175 1,600,022
Reserve for losses (63,218) (21,132)
------------- -------------
Installment notes receivable, net $ 2,691,957 $ 1,578,890
============= =============
</TABLE>

Reserve for losses on these contracts is currently being recorded at a level to
provide six percent of the balance outstanding for the consumer loans and one
percent of the net balance outstanding for the auto loans. These percentages
have been determined to be reasonable based on small finance company industry
levels as adjusted for the Company's historical experience to date (the finance
company operation began in the fourth quarter 1993). The Company has several
protective mechanisms in place with respect to each type of installment note
receivable, including non-file insurance relative to the consumer loans and
recourse arrangements with the dealers on the auto loans. Loan origination
costs, if any, are not significant and are expensed when incurred.

Approximately $20,000 of the increase in the provision for loan losses is due to
reserves established for losses anticipated related to installment notes
receivable purchased from a used automobile dealer, who has recently experienced
financial difficulties and, as a result, gone out of business. As of October
31, 1995, the Company has thirty eight active accounts purchased from this
dealer, with an aggregate balance due net of unearned discount of approximately
$65,000, approximately $56,000 of which is contractually current within 30 days
on their payments due. As of the same date, the Company has ten accounts from
this dealer currently in repossession, such accounts having a balance due net of
unearned discounts of approximately $18,000. One of the other two dealers with
which the Company does business is assisting in repossessing and either
retailing or selling at auction the automobiles underlying any of these
installment notes receivable which are or may become non-performing. The total
balance due net of unearned discount from the forty eight accounts purchased
from this dealer is approximately $83,000, or 3% of the Company's total
installment notes receivable as of September 30, 1995 of $2,692,000 and 132% of
the reserve for doubtful accounts of $63,000 established as of September 30,
1995.

Earnings per Share

Earnings per share (EPS) for the periods ended September 30, 1995 and 1994 are
based on the weighted average number of common shares outstanding during the
periods since the amounts calculated using the

75
<PAGE> 85

modified treasury stock method were anti-dilutive in the aggregate for both
the primary and fully diluted earnings per calculations.

The Company has warrants outstanding issued in connection with the Company's
public offering of Units in 1993. Each Unit consisted of four shares of Common
Stock and two Warrants. Each Warrant entitles the holder thereof to purchase
one share of Common Stock at the stated exercise price of $3.00 per share. The
terms of each Warrant are governed by a Warrant Agreement and a Warrant
Certificate. These Warrants had an original Expiration Date of June 24, 1995.
However, the Company's Board of Directors approved the extension of this
Expiration Date until December 31, 1996, but has not extended the Company's
registration obligation relating to the shares of common stock underlying the
Warrants except as to any period of time during which the Warrants are and have
been "in the money" for not less than thirty calendar days.

NOTE 3 - ACQUISITIONS AND DISPOSITIONS

In August 1994, the Company purchased three stores in Tacoma, Washington for a
total consideration of $600,000, $100,000 in cash and $500,000 in a twelve year
subordinated note at 12% interest with monthly principal and interest payments.

This transaction has been accounted for as a purchase in accordance with APB No.
16 "Business Combinations". Accordingly, the results of the acquired company's
operations have been included herein since the effective date of the
acquisition. The following are pro forma results of operations for the nine
months ended September 30, 1994 assuming the transaction was effective as of
January 1, 1994.

<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Three Months Nine Months
Ended Ended
September 30, September 30,
1994 1994
------------- -------------
<S> <C> <C>
Revenues $ 2,011,566 $ 5,938,619
Income before income taxes (85,634) 227,320
Net income (39,359) 139,723
Earnings per share (.01) .03
</TABLE>

In May 1994, the Company purchased three stores in Stockton, California for a
total consideration of $475,000, $250,000 in cash and $225,000 in a five year
subordinated note at 8% interest per annum, with monthly principal and interest
payments.

In July 1994, the Company purchased two stores in Modesto, California from a
Check-X-Change franchisee for a total consideration of $150,000, $100,000 in
cash and $50,000 in an unsecured, non-interest bearing promissory note payable
in equal monthly installments.

76
<PAGE> 86

for the thirty-six months thereafter are contingent upon the continuation
of an extension or renewal of the underlying Services Agreement assigned to and
assumed by the Company in this transaction.

The transactions described in the three preceding paragraphs were accounted for
as purchases under APB No. 16 "Business Combinations" and the results of their
operations subsequent to their acquisition have been included herein. Pro forma
information is not presented herein as such data is not considered material to
the financial statements.

During 1995 and 1994, no portion of excess purchase price has been allocated to
customer lists as management's estimate of the value of such assets related to
these particular operations is insignificant. In prior years, some amounts were
identified as allocable to customer lists in conjunction with recording certain
acquisitions.

In April 1994, the Company sold to an unrelated third party all the non-cash
assets, plus cash of approximately $60,000, of the Atlanta, Georgia. The
consideration received was a $280,000 note, principal and interest at 9% per
annum payable monthly, with the unpaid balance due March 31, 1997. The
consideration received was greater than the carrying value of the assets sold.

In July 1994, the Company sold all of the non-cash assets of a store in
Portland, Oregon for $40,000 cash. This store was previously acquired as part
of the acquisition of Check-X-Change.

In August 1994, the Company sold all of the non-cash assets, except for land and
a building, of two stores in Charleston, South Carolina to a Check Express
franchisee for a total consideration of $150,000, $50,000 in cash and $100,000
in a five year note at 9% with monthly principal and interest payments. The
building is being leased to the franchisee.

Effective October 1, 1994, the Company sold all of the non-cash assets, plus
cash of $120,000, of two stores in the West Palm Beach, Florida market to the
Galleon Corporation, the principal shareholder of which is a former employee of
the Company, under a Check Express USA, Inc. franchise agreement. The
consideration received was a $650,000 note, principal and interest at 8.75% per
annum payable monthly beginning in February 1995, with interest compounded
monthly from the date of the note, October 1, 1994. In connection with the sale
of these stores, the Company has unconditionally guaranteed to pay any and all
claims of Western Union Financial Services, Inc. in connection with the day to
day operation of these stores as it pertains to Western Union Money Transfer
Drafts until December 31, 1995. The amounts of such drafts outstanding and
guaranteed by the Company at September 30, 1995 and December 31, 1994 were
$46,280 and $18,917, respectively.

Effective January 31, 1995, the Company sold substantially all the non-cash
assets of five check cashing stores located in Stockton and Modesto, California
to California Check Cashing Stores, Inc., an unrelated California corporation,
for $1,010,232 in cash. These stores, which were acquired during 1994 in two
separate acquisition transactions, represented approximately nine percent
(unaudited) of the Company's revenues for 1994, and eight percent (unaudited)
of the Company's total assets. The sale of these five stores resulted in a gain
of approximately $290,000 (unaudited), before income taxes, recorded by the
Company in the first quarter 1995.

77
<PAGE> 87
NOTE 4 - INCOME TAXES

The Company has estimated its effective tax rate for 1995 at approximately 50%.
The significant differences between the statutory rate of 34% and this estimated
rate are state income taxes, net of federal income tax benefit, and the effects
of goodwill amortization related to acquisitions structured as non- taxable
reorganizations which is non-deductible for federal income taxes.

NOTE 5 - BORROWINGS

Effective August 31, 1995, the Company converted the two revolving lines of
credit totaling $750,000, provided by the Company's primary bank, into a
thirteen month term loan of $650,000. This term loan bears interest at 11.5%
per annum and requires a monthly principal and interest payment of $49,835.
This loan is collateralized specifically by certain installment notes receivable
of the Company's wholly owned subsidiary, Check Express Finance, Inc., is
cross-collateralized with all other debt provided by the Company's primary bank
by substantially all the assets of the Company, and is personally guaranteed by
the Company's President and CEO.

The cumulative amount remaining due as of September 30, 1995 under the three
term loans with the Company's primary bank was $1,560,000.

The Company has obtained a series of three year term notes payable to another
bank, $500,000 in December 1994, $400,000 in April 1995, $200,000 in June 1995,
and $114,000 in October 1995, collateralized by certain installment notes
receivable of the Company's wholly owned subsidiary, Check Express Finance, Inc.
and personally guaranteed the Company's President and CEO. The first three
notes payable bear interest at variable interest rates ranging from 10.625% per
annum to 11.125%, to be adjusted annually, with the October 1995 note bearing
interest at a fixed rate of 11.125% per annum. These four notes payable
require an aggregate minimum monthly principal and interest payment totaling
$47,027. The Company has made additional principal payments on these notes each
month to the extent that collections on the underlying installment notes
receivable collateralizing the notes payable have exceeded the aggregate minimum
monthly principal and interest payment on the then outstanding notes payable to
the bank. The cumulative amount remaining due under the three term notes
payable outstanding as of September 30, 1995 was $468,000.

Also effective August 31, 1995, the Company and its wholly owned subsidiary,
Check Express Finance, Inc., entered into a $500,000 revolving credit agreement
with another bank, and obtained an initial advance thereunder of $500,000 under
a two year term note payable collateralized by certain installment notes
receivable of Check Express Finance, Inc. This term note payable bears interest
at a fixed rate of 10.75% per annum and requires a minimum monthly interest and
principal payment of $23,246. Additional principal payments will be made
monthly, as a result of early pay-downs or payoffs of installment notes
receivable collateralizing the loan, to the extent the Borrowing Base calculated
under the terms of the credit agreement and based on the balances of the
installment notes receivable outstanding at each month end is less than the
principal balance of the term note payable. Check Express Finance, Inc. may
request subsequent advances, in minimum increments of $100,000, to the extent
that the revolving credit facility of $500,000 is not fully accessed. The
Company and the Company's President and CEO have provided guarantees to the bank
regarding this term note payable.

78
<PAGE> 88

The Company converted $82,000 of the $108,000 outstanding as of September 30,
1995, of its 11% per annum unsecured notes payable which had balloon payments
due November 1, 1995, to term notes with the same monthly payments of principal
and interest until the balances are liquidated, October 1, 1997.

NOTE 6 - COMMITMENTS

The Company is engaged from time to time as plaintiff in small claims court
litigation relating to collection of returned checks and other litigation to
protect its service marks; however, such litigation has not historically had any
material effect on the Company's financial condition and results of operations.
As the Company's franchise network expands, it is reasonably possible that the
Company will be engaged in litigation with one or more of its franchisees from
time to time.

The Company, through its wholly owned subsidiary, was previously involved in
litigation against a former employee of Check-X-Change. The former employee had
made five separate claims against Check-X-Change related to breach of contract
and untimely or non-payment of compensation, several of which overlapped and
were not independent actions for separate damages. Arbitration of these
claims was completed during July 1995 and damages for certain of the claims
awarded. The damages awarded had no material adverse impact on the Company's
financial position.

NOTE 7 - SUBSEQUENT EVENTS

On October 16, 1995, the Company and Ace Cash Express, Inc. (NASDAQ: AACE)
("Ace") announced they had signed a definitive agreement for the purchase by
Ace of all the outstanding stock of Check Express, Inc. for $1.20 per share in
cash ("the Merger Agreement"). Completion of the transaction ("the Merger") is
subject to due diligence by Ace and subject to approval by the shareholders of
Check Express. A date for the Check Express shareholders meeting will be
announced upon completion of due diligence and review of proxy materials by the
Securities and Exchange Commission ("the SEC"). The Company has capitalized
costs of $38,000 incurred during the quarterly period ended September 30, 1995,
in connection with reaching this definitive agreement.

79
<PAGE> 89

Report of Independent Certified Public Accountants

Board of Directors
Check Express, Inc.

We have audited the accompanying consolidated balance sheets of Check Express,
Inc. and Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the two years in the period 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 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 our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Check
Express, Inc. and subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

GRANT THORNTON LLP

Tampa, Florida
April 7, 1995

80
<PAGE> 90

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-------------------------------------
ASSETS 1994 1993
- ------ ------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,539,527 $ 2,630,521
Accounts receivable, net 634,945 559,805
Installment notes receivable, net 753,472 93,116
Notes receivable 73,977 -
Recoverable income taxes 41,334 75,960
Prepaid expenses and other current assets 389,287 170,732
------------ -----------
Total current assets 3,432,542 3,530,134
Notes receivable 953,099 -
Property and equipment, net 1,652,499 1,129,244
Accounts receivable, net 122,500 172,000
Installment notes receivable, net 825,418 -
Intangibles, net 2,906,695 1,734,394
Other assets, net 133,102 65,125
------------ -----------
$ 10,025,855 $ 6,630,897
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Notes payable to banks $ 1,280,000 $ -
Notes payable other 338,944 95,506
Current maturities of capital lease
obligations 35,118 33,165
Current maturities of senior long term debt 159,031 65,209
Current maturities of subordinated long term debt 298,880 55,651
Accounts payable 197,942 293,141
Unredeemed money orders 968,195 849,891
Unearned income 39,911 81,701
Franchisee conversion costs - 190,000
Other liabilities 296,898 139,025
------------ -----------
Total current liabilities 3,614,919 1,803,289
Capital lease obligations 65,880 37,635
Senior long term debt 1,078,874 368,973
Subordinated long term debt 799,342 191,387
Unearned income 193,500 118,000
Accrued franchise commissions 24,750 15,700
Deferred income taxes 173,708 94,536
------------ -----------
5,950,973 2,629,520
------------ -----------
COMMITMENTS & CONTINGENCY - -

STOCKHOLDERS' EQUITY
Common stock - authorized, 10,000,000
shares, $.004 par value; 4,973,503
and 4,788,503 shares issued and
outstanding at December 31, 1994
and 1993 19,894 19,154
Additional paid-in-capital 3,653,903 3,581,605
Retained earnings 401,085 400,618
------------ -----------
Total stockholders' equity 4,074,882 4,001,377
------------ -----------
$ 10,025,855 $ 6,630,897
============ ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.

81
<PAGE> 91

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1994 1993
----------- -----------
<S> <C> <C>
REVENUES:
Check cashing service fees $ 5,654,393 $ 3,239,750
Franchise fees 183,000 425,232
Franchise royalties 1,337,684 528,790
Finance revenues 322,776 11,268
Other revenues 34,766 62,525
----------- -----------
Total revenues 7,532,619 4,267,565

EXPENSES:
Store Expenses (includes $319,891 and $243,572,
respectively, of depreciation and amortization) 4,888,311 2,685,328
Franchise expenses (includes $65,693 and $27,028,
respectively, of depreciation and amortization) 1,240,589 772,453
Finance expenses (includes $2,315 and $255,
respectively, of depreciation and amortization) 168,174 25,947
Headquarters expenses (includes $60,505 and $33,566,
respectively, of depreciation and amortization) 887,902 521,902
Interest expense 281,001 131,241
----------- ----------
Total expenses 7,465,977 4,136,871
----------- ----------

Income before income taxes 66,642 130,694

Income taxes 66,175 65,114
----------- -----------

Net income $ 467 $ 65,580
=========== ===========

Earnings per share $ .00 $ .02
=========== ===========

Weighted average number of shares of common stock
outstanding 4,864,832 3,284,774
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.

82
<PAGE> 92

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Additional
Common paid-in Retained
stock capital Earnings
----- ---------- --------
<S> <C> <C> <C>
Balance at December 31, 1992 $ 8,670 $ 713,194 $ 335,038

Issuance of units in secondary
public offering, net of expenses
of offering 8,004 2,206,572

Issuance of common stock
through exercise of
outstanding warrants 200 18,550

Issuance of common stock in
conjunction with acquisitions 2,280 643,289

Net income 65,580
-------- ----------- ---------

Balance at December 31, 1993 19,154 3,581,605 400,618

Issuance of common stock
through exercise of
outstanding warrants and
stock options 740 72,298

Net income 467
-------- ----------- ---------

Balance at December 31, 1994 $ 19,894 $ 3,653,903 $ 401,085
======== =========== =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.

83
<PAGE> 93

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------
1994 1993
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 467 $ 65,580
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 448,404 304,422
Provision for losses on receivables ( 11,629) 11,901
Deferred income taxes 75,426 50,570
(Gain) loss on sale of assets ( 51,997) -
Changes in assets and liabilities (exclusive of
net assets acquired and disposed)
(Increase) decrease in:
Accounts receivable ( 42,604) ( 242,841)
Recoverable income taxes 34,626 ( 75,960)
Prepaid expenses and other current assets ( 206,196) ( 40,499)
Other assets ( 67,256) ( 16,262)
Increase (decrease) in:
Accounts payable ( 230,150) ( 190,417)
Unredeemed money orders 118,304 99,850
Unearned income 33,710 120,701
Other liabilities 95,678 ( 129,437)
Income taxes payable - ( 30,547)
----------- ----------
Net cash provided by (used in)
operating activities 196,783 ( 72,939)
----------- ----------

Cash flows from investing activities:
Installment notes receivable, net ( 1,489,648) ( 98,017)
Notes receivable 17,247 -
Capital expenditures ( 763,051) ( 291,868)
Investment in joint venture limited partnership ( 1,000) -
Net cash paid for entities acquired and disposed ( 1,170,210) ( 375,703)
----------- ----------
Cash used in investing activities ( 3,406,662) ( 765,588)
----------- ----------

Cash flows from financing activities:
Borrowings under notes payable to banks 1,280,000 -
Borrowings under notes payable other 637,380 -
Repayment of notes payable other ( 483,668) ( 59,494)
Borrowings under long term debt 955,000 376,000
Repayment of borrowings under long term debt ( 299,285) ( 203,785)
Repayment of borrowings under capital
lease agreements ( 42,840) ( 43,256)
Repayment of borrowings from stockholders - ( 511,337)
Proceeds from public offering (net of offering costs) - 2,214,576
Proceeds from issuances of common stock for
exercise of stock options and warrants 72,298 18,750
----------- ----------
Net cash (used for) provided by financing
activities 2,118,885 1,791,454
----------- ----------
</TABLE>

84
<PAGE> 94

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------
1994 1993
------------- ------------
<S> <C> <C>
Net increase (decrease) in cash ( 1,090,994) 952,927

Cash at beginning of period 2,630,521 1,677,594
----------- -----------

Cash at end of period $ 1,539,527 $ 2,630,521
=========== ===========

Supplemental disclosures of cash flow information:

Cash paid during the period for:
Income taxes $ 11,819 $ 121,588
Interest $ 278,825 $ 132,890
</TABLE>

Non-cash financing and investing activities:

Equipment purchases of $73,038 and $7,337 were financed through capital
leases in 1994 and 1993, respectively.

In October 1993, the Company acquired Check-X-Change Corporation in a tax
free stock for stock transaction. Net liabilities of $183,000 were assumed.
See Note 3.

In November 1993, the Company acquired a check cashing money center in
Atlanta, Georgia from a Check-X-Change franchise owner for $125,000 cash and
a note payable of $65,000. See Note 3.

In December 1993, the Company acquired two companies, which owned and
operated two check cashing money centers under franchise agreements with
Check-X-Change, for a total of $536,833 comprised of $287,500 in cash and
$249,333 in stock. See Note 3.

In January 1994, the Company acquired two check cashing money centers in the
Tampa, Florida market from a Check Express USA, Inc. franchisee for a total
of $50,000 in cash and a note payable of $160,000. See Note 3.

In February 1994, the Company acquired all the outstanding common stock of
Peterlyn, Inc., a Washington corporation, which owned and operated four check
cashing money centers in the Seattle/Tacoma, Washington market under
franchise agreements with Check Express USA, Inc. The total consideration
given was $488,465 in cash and a note payable of $89,725 (subject to final
settlement of potential post closing adjustments in accordance with the
purchase agreement). See Note 3.

In May 1994, the Company purchased three check cashing money centers in
Stockton, California for $250,000 in cash and a note payable of $225,000.
See Note 3.

In July 1994, the Company purchased two check cashing money centers in
Modesto, California from a Check-X-Change franchisee for $100,000 in cash
and a note payable of $40,144. See Note 3.

The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.

85
<PAGE> 95

CHECK EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Non-cash financing and investing activities (continued):

In August 1994, the Company acquired three check cashing money centers in
Tacoma, Washington for $100,000 in cash and a note payable of $500,000. See
Note 3.

In September 1994, the Company acquired a food stamp distribution services
operation in Stockton, California for a note payable of $72,869. See Note 3.

In April 1994, the Company sold the non-cash assets of the check cashing
money center in Atlanta, Georgia, acquired in November 1993, plus $60,000 in
cash to an unrelated third party for a note receivable of $280,000. See Note
3.

In July 1994, the Company sold all the non-cash assets of a check cashing
money center in Portland, Oregon for $40,000 in cash. See Note 3.

In August 1994, the Company sold all the non-cash assets, except for land and
a building, of two check cashing money centers in Charleston, South Carolina
to a Check Express USA, Inc. franchisee for $50,000 in cash and a note
receivable of $100,000. See Note 3.

In October 1994, the Company sold all the non-cash assets of two check
cashing money centers in West Palm Beach, Florida, plus $120,000 in cash, to
a former employee for a note receivable of $650,000. See Note 3.

The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated financial statements.

86
<PAGE> 96

CHECK EXPRESS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

The Company has a fifty percent interest in a joint venture which is accounted
for under the equity method. See "Investment in Joint Venture" later in this
Note 2.

Revenue Recognition of Franchise Fees and Franchise Fees Receivable

Franchise fees include initial, territory, future optional store, continuing
(royalty) franchise fees, and research and development fees. The Company offers
both non-exclusive and exclusive franchise arrangements.

Non-Exclusive Arrangements:

The initial fees are recognized when the Company has met its obligations and
provided substantially all the initial services in accordance with the
franchise agreements. Generally, these obligations and services are met when
sites have been approved or identified and the franchisee has completed the
training required by the Company. Related direct costs, primarily sales
commissions, are deferred until revenue is recognized. Royalties are
recognized as revenues when the amount becomes due and payable to the Company.

87
<PAGE> 97

Exclusive Arrangements:

The Company has two types of agreements which provide franchisees the
exclusive right to establish multiple check cashing stores within a defined
territory. The Company's obligations under both of these exclusive agreements
are the same as those under the non-exclusive agreements. The Company is not
responsible for any support-personnel training beyond the first store, and must
pre-approve the multi-site locations.

Under the first exclusive arrangement, the franchisee pays one amount, which is
non-refundable, that covers the territory and initial franchise fee for all
stores under the agreement. This amount is due and payable upon execution of
the agreement and no initial franchise fees are due when the additional stores
open.

Under the second exclusive arrangement, a separate territory fee and initial
franchise fee for the first store, which are non-refundable, are due and
payable upon the execution of the agreement, at which time the territory is
also established. The initial franchise fees on the second and subsequent
stores are due and payable as the stores are opened. Under this arrangement,
the franchisee must open the additional stores within a specified time period
or forfeit their exclusive territorial rights. At December 31, 1994, nine (9)
stores are to be opened under this arrangement; a minimum of two (3) in 1994,
two (4) in 1995, and five (2) in 1996.

The Company's revenue and related direct expense recognition policies, in
regards to both territory agreements, are similar to those associated with the
non-exclusive arrangement. Accordingly, when the Company has performed
substantially all of its obligations under these agreements, the Company
recognizes the territory fees and the initial fees for all stores under the
agreements, including those stores to be opened after 1993 under the second
type of exclusive arrangement.

If an uncertainty exists as to a franchisee's ability to open future stores,
revenue is not recognized until either subsequent historical performance
supports recognition and/or the stores are subsequently opened and/or cash is
received. Management continuously monitors the franchisee's performance and if
the current facts and circumstances indicate that there now exists a degree of
uncertainty about the franchisee's ability to open a future store(s) then an
appropriate allowance is established to provide for possible uncollectible
amounts.

88
<PAGE> 98

At December 31, 1994 and 1993 accounts receivable (net) from franchisees and
the related accrued commissions (not payable until the account is collected)
are as follows:

<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Accounts receivable $478,617 $458,946
Allowance for doubtful accounts 25,000 56,000
-------- --------
$453,617 $402,946
======== ========

Current, net of allowance for
doubtful accounts of $0 and
$28,000, respectively $331,117 $230,946
Long-term, net of allowance for
doubtful accounts of $25,000
and $28,000, respectively 122,500 172,000
-------- --------
$453,617 $402,946
======== ========
Unearned income:
Current $ 36,500 $ 81,701
Long term $193,500 $118,000
-------- --------
$230,000 $119,701
======== ========

Accrued Commissions (net) $ 8,220 $ 39,020
======== ========
</TABLE>

The long term accounts receivable are non-interest bearing. Any discount
factor is not considered material to the financial statements. The unearned
income balances represent cash payments received under franchise agreements
prior to the earnings process being completed and/or amounts recorded with a
comparable account receivable recorded to reflect the terms of existing
contracts in the balance sheet.

SUMMARY:

The components of franchise fee and royalty revenues are as follows:

<TABLE>
<CAPTION>
1994 1993
----------- ----------
<S> <C> <C>
Initial & Territory
Franchise Fees $ 183,000 $ 425,232

Continuing Franchise
Royalties 1,337,684 528,790
----------- ----------
$ 1,520,684 $ 954,022
=========== ==========
</TABLE>

At December 31, 1994 a total of 149 franchise locations were open and
operating. The term of a franchise agreement is fifteen years for Check
Express USA operating franchises. There is a minimum monthly royalty of

89
<PAGE> 99

$750 or 5% of gross revenues, whichever is greater. The average term of a
franchise agreement is ten years for Check-X-Change operating franchises. For
Check-X-Change operating franchises, the monthly royalty varies from a minimum
of $315 to a maximum of $815, plus a monthly research and development fee of
$100. All monthly royalties are recorded as franchise royalty by the Company.

Installment Notes Receivable and Finance Revenue Recognition

The Company, through its wholly owned small finance company subsidiary, Check
Express Finance, Inc., generates two types of installment notes receivable.

First, small unsecured loans ("consumer loans") are made directly to
individuals primarily through selected Company owned money center locations.
These loans are recorded at the gross stated amount of the loan made.
Principal reductions and related interest income are recognized based on
payments received using the interest method. The Company places non-file
insurance on each of these loans, against which claims may be made in order to
recover on non-performing loans. There were a total of 250 of these loans at
December 31, 1994 with an average balance outstanding of $490 and an average
remaining term of approximately twenty-five weeks.

Second, installment notes receivable originated by selected used automobile
dealers ("auto loans") are purchased by the Company at a discount. These auto
loans are secured by the automobile and the Company has recourse agreements in
place with each dealer such that management (repossession and resale) of the
collateral supporting non-performing loans is the responsibility of the
dealers. The Company currently purchases these auto loans primarily from two
used automobile dealers located in Central Florida.

Management does not feel this concentration of business with two dealers
represents a significant credit risk as the Central Florida used automobile
industry is very strong, primarily because of the significance of the
entertainment and recreation service industry in this geographic region, with a
significant number of dealers. The dealer becomes part of the credit risk
management structure only at the point at which the loan is non-performing and
can not be recovered through the Company's collection efforts. At this point
the dealer is responsible under the recourse agreement in place for
repossessing and selling the automobile at auction in order to recover proceeds
to the extent practically feasible. This assumes the dealer can not or does
not wish to recondition and resell the automobile again; the normal course is
for this resale to occur and the auto loan related to the repossession to be
settled by the dealer, typically at an amount representing break even on the
net investment in the auto loan at

90
<PAGE> 100

repossession. The new auto loan related to the resale may or may not be
purchased from the dealer, in accordance with the Company's normal purchase
criteria for such auto loans. In the event one of these dealers was unable to
fulfill his commitments with respect to the recourse agreement in place, the
Company would utilize the other dealer to manage non-performing auto loans in
that the other dealer would be asked to repossess, recondition and resell the
automobile, which would be both in his best interest, due to the profit motive
involved, and the best interest of the Company. The likelihood of both dealers
experiencing difficulty at the same time is considered very remote, and the
Company would still have the ability to approach other dealers in the market,
many of which are familiar to top operations management personnel of the
finance operation, to assist with management of non-performing auto loans
without experiencing significant additional costs.

These auto loans are recorded at a gross balance equal to the full remaining
balance of payments due under the auto loans, which includes the stated
interest on the instrument purchased. The Company also records unearned
discount as a contra asset equal to the difference between the gross amount
recorded and the proceeds to the dealer, the proceeds to the dealer in effect
being the Company's investment in the instrument. Cash payments received are
recorded as a reduction of the gross amount of the auto loan. In addition, the
portion of the cash payment representing earned discount, again determined
using the interest method, is recorded as a reduction of the unearned discount.
There were a total of 400 of these auto loans at December 31, 1994, with an
average balance outstanding, net of unearned discount of $734,297, of $3,693
and an average remaining term of approximately ninety-eight weeks.

Reserve for losses on these contracts is currently being recorded at a level to
provide six percent of the balance outstanding for the consumer loans and one
percent of the net balance outstanding for the auto loans. These percentages
have been determined to be reasonable based on small finance company industry
levels as adjusted for the Company's historical experience to date (the finance
company operation began in the fourth quarter 1993). The Company has several
protective mechanisms in place with respect to each type of installment note
receivable, including non-file insurance relative to the consumer loans and the
recourse arrangements with the dealers on the auto loans. Loan origination
costs, if any, are not significant and are expensed when incurred.

91
<PAGE> 101

Balances related to the installment notes receivable as of December 31, 1994
and 1993 were as follows:

<TABLE>
<CAPTION>
1994 1993
------------- -------------
<S> <C> <C>
Gross balances:
Consumer loans $ 122,739 $ 15,952
Auto loans 2,211,581 121,398
----------- -----------
2,334,320 137,350
Unearned Discount ( 734,298) ( 39,333)
----------- -----------
Net before reserve for losses 1,600,022 98,017
Reserve for losses ( 21,132) ( 4,901)
----------- -----------
Installment notes receivable, net $ 1,578,890 $ 93,116
=========== ===========
</TABLE>

Depreciation

Depreciation is provided on equipment using straight-line and accelerated
methods over estimated useful lives ranging from five to eight years.
Buildings are depreciated over thirty-one years using the straight line method.
Leasehold improvements are amortized over the life of the lease or the useful
life of the asset if less. Amortization of leasehold improvements is included
in depreciation expense.

Investment in joint venture

The Company uses the equity method of accounting for its 50% interest in Check
Express Finance #1. At December 31, 1994 and for the year then ended, the
joint venture's assets, liabilities and results of operations are not
significant. The Company's investment in ($10,000) and share of the joint
venture's operations (operating income of approximately $2,500) are classified
in other assets and in finance expenses, respectively, in the accompanying
consolidated financial statements. The Company has not guaranteed any of the
joint venture's liabilities nor does the Company have any commitments to fund
its operations.

Pre-Opening Costs

Pre-opening costs, including site selection and lease negotiation, training,
and advertising, are expensed as incurred.

Intangibles

Intangibles consist principally of the excess of purchase price over the fair
value of net assets acquired (goodwill) and are generally being amortized using
the straight line method over a period of five to twenty years. Amortization
expense for 1994 and 1993 was $156,220 and $92,066,

92
<PAGE> 102

respectively. Accumulated amortization at December 31, 1994 and 1993 was
$139,795 and $153,229, respectively.

Management reviews on a quarterly basis the undiscounted cash flow of each
acquired business unit (defined as each Company owned money center location
which was acquired or the underlying franchise locations of acquired
franchisors) to determine whether the value of intangibles recorded in
conjunction with acquisitions may be impaired. No such impairment has been
identified.

Advertising Costs

During 1993, the Accounting Standards Executive Committee issued Statement of
Position 93-7 (SOP), Reporting on Advertising Costs, which the Company will
adopt prospectively as required in 1995. The SOP requires that advertising
costs be expensed when incurred, with the exception of the costs of
direct-response advertising, which are capitalized and amortized over the
period that benefits are received. The Company's current policies are
generally in compliance with the SOP, and therefore, its adoption is not
expected to have a significant effect on the Company's financial position or
results of operations.

Income Taxes

The Company implemented, effective January 1, 1993, Statement of Financial
Accounting Standards (SFAS) 109, "Accounting for Income Taxes". Under the
liability method specified by SFAS 109, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities as measured by the enacted tax rates which will
be in effect when these differences reverse. Deferred tax expense is the
result of changes in deferred tax assets and liabilities. The principal types
of differences between assets and liabilities for financial statement and tax
return purposes are acquisition costs, allowance for bad debts, installment
type sales and accumulated depreciation.

Earnings per Share

Earnings per share (EPS) for 1994 and 1993 are based on the weighted average
number of common shares outstanding during the year since the amount calculated
using the modified treasury stock method was anti-dilutive in the aggregate for
both the primary and fully diluted earnings per calculations.

93
<PAGE> 103

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents. At December 31, 1994, the Company's cash balance includes
$25,000 of cash equivalents. At December 31, 1993 there were no cash
equivalents.

Under the Company's banking arrangements, substantially all of the Company's
cash is invested in overnight repurchase agreements of mortgage-backed or
government securities. The Company has a security interest in the specific
investment underlying the repurchase agreements.

The Company sells its own money orders in most of its company-owned stores
(those located in states where the related bonding requirements are not cost
prohibitive). The float generated by the timing differences between its sale
of money orders and the clearing of those money orders has increased the
Company's available cash for its check cashing operations. At December 31,
1994 and 1993, the unredeemed money orders totaled $968,195 and $849,891,
respectively.

The Company maintains its cash balances in several financial institutions
throughout the United States. These balances are insured by the Federal
Deposit Insurance Corporation up to $100,000. At December 31, 1994, uninsured
amounts held at these financial institutions totaled approximately $338,228.

Reclassifications

The 1993 statement of income presentation of costs and expenses has been
conformed to the 1994 format which segregates certain costs and expenses
principally associated with the Company's segments, check cashing (stores),
franchising operations, and the finance company implemented at the end of 1993.
The 1993 format included details of significant store expenses as this segment
was, in prior years, significant to the consolidated statement of income, and
comparability of store operations results to those of the Company's public
company competitors in the industry was, in management's opinion, tantamount to
a meaningful presentation of the statement of income. However, with the
acquisition of Check-X-Change Corporation in October 1993 and the significant
growth experienced in the finance company segment started in the fourth quarter
of 1993, the relative significance of the results of the franchising and
finance segments with respect to the Company's consolidated results of
operations has increased to the point whereby the importance of presenting
details of results of store operations, in order to provide comparability to
public company competitors in the industry, is less meaningful; no other public
company check cashers have significant

<PAGE> 104

franchising or finance company operations. As a result, the details of
expenses by segment have been eliminated from the face of the statement of
income and instead are presented in the Company's business segment footnote.

Included in the 1994 statement of income presentation of expenses is
parenthetical disclosure of comparative balances of depreciation and
amortization expense included in each. Management feels that the ability of
the financial statement user to arrive at income before interest, income taxes
and depreciation and amortization expenses on the face of the statement of
income has become important with the increasingly significant amounts of
amortization of excess purchase price over the fair value of assets acquired
which have resulted from the acquisition of Check-X-Change Corporation in 1993
in addition to that resulting from several acquisitions of store operations
during 1994.

NOTE 3 - ACQUISITIONS AND DISPOSITIONS

Effective October 7, 1993, the Company acquired Check-X-Change Corporation in a
tax-free stock for stock transaction. A total of 350,000 shares of the
Company's common stock were issued for all of the outstanding stock of
Check-X-Change. Net liabilities of Check-X-Change of approximately $183,000
were also assumed by the Company as part of this transaction. In addition,
acquisition costs of approximately $412,000 were incurred, resulting in excess
purchase price over the fair value of assets acquired of approximately $992,000
being recorded.

The excess purchase price represents the value of acquired franchisor rights
and conventional goodwill. As the value of these separate components of excess
purchase price can not be reasonably determined by management, the entire
amount is classified as goodwill. The amount of goodwill is being amortized
using the straight line method over a twenty year period. Management believes
this period is appropriate due to several factors including Check-X-Change's
history of renewal of franchise agreements, the length of remaining terms of
existing franchise contracts, and the fact that certain incentives are now in
place to further ensure renewal.

95
<PAGE> 105

This transaction has been accounted for as a purchase in accordance with APB
No. 16 "Business Combinations". Accordingly, the results of Check-X-Change's
operations have been included herein since the effective date of the
acquisition. The following are pro forma results of operations for 1993
assuming the transaction was effective as of January 1, 1993.

<TABLE>
<CAPTION>
Unaudited
-----------
1993
-----------
<S> <C>
Revenues $ 5,290,963
Income before income taxes 174,107
Net income 118,393
Earnings per share .04
</TABLE>

Associated with the Check-X-Change acquisition, the Company was obligated to
convert the franchisees' signage, logo's and other similar items from
Check-X-Change to the Check Express USA, Inc. identification and scheme. The
costs associated with the conversion was estimated at approximately $190,000 in
the aggregate. For financial statement purposes these costs were grouped with
goodwill with the corresponding obligation classified as a current liability.
These costs were being amortized using the straight line method over a period
of approximately seven years, which approximated the useful life which is used
by the Company to depreciate similar assets of Company owned stores.

During 1994, and based primarily on discussion with and feedback from
Check-X-Change franchise owners, especially those with a significant presence
in certain geographic markets, the Company determined that it was not in its
best interest, nor that of the franchise owners, to convert the Check-X-Change
franchisees to the Check Express USA trademarks. The investment in and value
of goodwill established by each Check-X-Change franchisee in their respective
markets was determined to be more valuable to the Company and its franchise
system than converting all Check-X-Change franchisees to Check Express USA,
despite the potential economies of scale and management efficiencies which
would be gained from such conversion. As a result, as of October 1, 1994, the
Company has adjusted its purchase accounting with respect to the conversion
costs accrued. This reduction of accrued costs also reduced goodwill recorded
with respect to the Check-X-Change acquisition. The impact on amortization
expense was not significant.

In November 1993, the Company purchased a store in Atlanta, Georgia from a
Check-X-Change franchise owner for $190,000 through a cash payment of $125,000
and a note payable of $65,000 with a three month term at 7% interest compounded
monthly. In December 1993, the Company acquired two companies, which owned and
operated two stores in West Palm Beach, Florida under Check-X-Change franchise
agreements, in exchange for 220,000 shares of the Company's common stock and
cash of $287,500.

96
<PAGE> 106

These transactions were accounted for as purchases under APB No. 16 "Business
Combinations" and the results of their operations subsequent to their
acquisition have been included herein. Pro forma information is not presented
herein as such data is not considered material to the financial statements.

On February 15, 1994, the Company completed its purchase, effective January 1,
1994, of four check cashing stores in the Seattle and Tacoma, Washington areas
in exchange for approximately $812,000 in cash and a $100,000 note payable.
The stores were obtained by purchasing all of the outstanding common stock of
Peterlyn, Inc. ("Peterlyn"), a Washington corporation, which owned and operated
the stores under franchise agreements with Check Express USA, Inc., a wholly
owned subsidiary of the Company. See Note 11.

This transaction has been accounted for as a purchase in accordance with APB
No. 16 "Business Combinations". Accordingly, the results of Peterlyn's
operations have been included herein since the effective date of the
acquisition. The following are pro forma results of operations for 1993
assuming the transaction was effective as of January 1, 1993.

<TABLE>
<CAPTION>
Unaudited
-----------
1993
-----------
<S> <C>
Revenues $ 4,938,281
Income before income taxes 259,145
Net income 143,532
Earnings per share .04
</TABLE>

97
<PAGE> 107

The following are pro forma results of operations for 1994 and 1993 assuming
the transaction was effective as of January 1, 1993.

<TABLE>
<CAPTION>
Unaudited
--------------------------------------
1994 1993
------------ ------------
<S> <C> <C>
Revenues $ 7,909,854 $ 4,914,253
Income before income taxes 131,977 242,696
Net income 45,578 140,631
Earnings per share .01 .04
</TABLE>

Effective January 1994, the Company acquired two stores in Tampa, Florida from
a Check Express franchise owner for a total consideration of $210,000, $50,000
in cash and $160,000 in a three year subordinated note at 6% interest per
annum, with monthly principal and interest payments.

In September 1994, the Company purchased a food stamp distribution operation in
Stockton, California for a total compensation of $82,500 in the form of a
forty-two month, non-interest bearing promissory note payable. Monthly
payments of $4,750 for the first six months commencing in September 1994 and
$1,500 for the thirty-six months thereafter are contingent upon the
continuation of an extension or renewal of the underlying Services Agreement
assigned to and assumed by the Company in this transaction.

The transactions described in the four preceding paragraphs were accounted for
as purchases under APB No. 16 "Business Combinations" and the results of their
operations subsequent to their acquisition have been included herein. Pro
forma information is not presented herein as such data is not considered
material to the financial statements.

During 1994 and 1993, no portion of excess purchase price has been allocated to
customer lists as management's estimate of the value of such assets related to
these particular operations is insignificant. In prior years, some amounts
were identified as allocable to customer lists

98
<PAGE> 108

in conjunction with recording certain acquisitions.

In April 1994, the Company sold to an unrelated third party all the non-cash
assets, plus cash of approximately $60,000, of the Atlanta, Georgia store which
was acquired in November 1993 (see above). The consideration received was a
$280,000 note, principal and interest at 9% per annum payable monthly, with the
unpaid balance due March 31, 1997. The consideration received was greater than
the carrying value of the assets sold.

In July 1994, the Company sold all of the non-cash assets of a store in
Portland, Oregon for $40,000 cash. This store was previously acquired as part
of the acquisition of Check-X-Change.

In August 1994, the Company sold all of the non-cash assets, except for land
and a building, of two stores in Charleston, South Carolina to a Check Express
franchisee for a total consideration of $150,000, $50,000 in cash and $100,000
in a five year note at 9% with monthly principal and interest payments. The
building is being leased to the franchisee.

Effective October 1, 1994, the Company sold all of the non-cash assets, plus
cash of $120,000, of two stores in the West Palm Beach, Florida market to the
Galleon Corporation, the principal shareholder of which is a former employee of
the Company, under a Check Express USA, Inc. franchise agreement. The
consideration received was a $650,000 note, principal and interest at 8.75% per
annum payable monthly beginning in February 1995, with interest compounded
monthly from the date of the note, October 1, 1994. These stores were
previously acquired in December 1993 (see above). In connection with the sale
of these stores, the Company has unconditionally guaranteed to pay any and all
claims of Western Union Financial Services, Inc. in connection with the day to
day operation of these stores as it pertains to Western Union Money Transfer
Drafts. The amount of such drafts outstanding and guaranteed by the Company at
December 31, 1994 was $18,917.

99
<PAGE> 109

NOTE 4 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
December 31,
--------------------------------------
1994 1993
------------ ------------
<S> <C> <C>
Equipment $ 1,373,585 $ 1,160,166
Leasehold improvements 645,903 559,598
Furniture and fixtures 329,214 205,144
Buildings 371,915 254,874
Land 174,245 129,245
Purchased computer software 136,793 85,298
----------- -----------
3,031,655 2,394,325
Accumulated depreciation ( 1,379,156) ( 1,265,081)
----------- -----------
$ 1,652,499 $ 1,129,244
=========== ===========
</TABLE>

The Company finances a portion of its equipment and furniture and fixtures
acquisitions through long term capital leasing arrangements (Note 6).

Depreciation expense for December 31, 1994 and 1993 was $292,183 and $212,356,
respectively.

NOTE 5 - NOTES PAYABLE TO BANKS

In January 1993, the Company entered into a loan agreement with a Florida bank
which provided the Company with a $400,000 line of credit and a $270,000 term
loan. The line of credit is used to fund check cashing activity during peak
periods and bears interest at prime plus 1.25%. The term loan bears interest
at prime plus 1.25% with monthly payments of principal and interest. At
December 31, 1993, $400,000 was available under this line of credit.

In May 1993, the Company executed a term mortgage loan with the same bank which
provided $106,000 in funding to procure land and an existing building. The
loan bears interest at a fixed rate of 8.5% until May 1998 and is to be
adjusted at that time based on market indices, as defined, for the remaining
term. See Note 7.

Effective February 15, 1994, the line of credit was increased to $500,000. In
addition, the Company executed a seven year term loan of $880,000 bearing
interest at a fixed rate of 8.25%. In August 1994, the Company obtained an
additional $250,000 in revolving credit line from its primary bank. This
facility also bears interest at prime plus 1.25%. These lines of credit were
fully utilized at December 31, 1994. See Note 7.

100

<PAGE> 110

The line of credit, both term loans and the mortgage are cross-collateralized
and are secured by substantially all of the assets of the Company.
Additionally, the line of credit and all three loans are personally guaranteed
by the Company's President, a principal shareholder. The loan terms contain
covenants which require the Company to maintain tangible net worth, inclusive
of subordinated debt, of at least $1,000,000 and a ratio of total debt
(excluding subordinated or junior debt) to tangible net worth of not more than
2.0 to 1.0.

In May 1994, the Company obtained a revolving credit line in the amount of
$100,000 (subsequently increased to $200,000) from a bank in Washington State
to supplement cash required during peak check cashing periods at its Washington
stores (See Note 3 above). The assets of the seven check cashing stores in
that market, owned by the Company's wholly owned subsidiary, collateralize the
line facility. The Company's President also personally guarantees the
facility. The terms of this facility also include financial covenants measured
using the stand alone balances of the subsidiary and require compliance with
all covenants related to the debt provided by the Company's primary bank in
Florida. Amounts outstanding under this facility bear interest at prime plus
2%. At December 31, 1994, $120,000 of this line of credit facility remained
unused.

In December 1994, the Company obtained a $500,000 term note payable to a bank,
collateralized by certain installment notes receivable of its wholly owned
subsidiary, Check Express Finance, Inc. This note payable bears interest at a
variable interest rate, to be adjusted annually, currently at 10.625%, with a
three year term and monthly interest and principal payments of $16,317. The
Company pledged certain installment notes receivable as collateral for this
loan. The Company's President also personally guarantees the facility. See
Note 7.

In October 1993, in conjunction with the acquisition of Check-X-Change, the
Company assumed a term loan with a bank at a fixed interest rate of 10%. This
note was satisfied during 1994.

NOTE 6 - CAPITAL LEASE OBLIGATIONS

The Company leases certain computer and office equipment under capital lease
agreements maturing at various intervals through 1999. The

101
<PAGE> 111

following is a schedule of future minimum lease payments as of December 31,
1994:

<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
1995 $ 41,302
1996 25,005
1997 22,186
1998 14,403
1999 7,198
---------
Total minimum lease payments 110,094
Less: Amounts representing interest ( 9,096)
---------
Present value of minimum lease payments 100,998
---------
Less: Current portion ( 35,118)
---------
$ 65,880
=========
</TABLE>

The equipment financed under these capital lease agreements, with a cost of
$180,530, is included in property and equipment at December 31, 1994.

NOTE 7 - LONG TERM DEBT
<TABLE>
<CAPTION>
December 31,
-------------------------------------
Senior Debt 1994 1993
- ----------- ----------- -----------
<S> <C> <C>
Term note to bank, monthly principal
and interest payments of $13,826,
at 8.25% fixed, ten year
amortization with balloon due
February 10, 2001 $ 792,229 $ -

Mortgage note payable, monthly
installments of $675, fixed
interest at 9%, balloon payment
due June 1, 1999 of $66,705 (a) 74,313 -

Mortgage note payable, due in
1999, monthly installments of
$1,000, fixed interest at
9%, balloon payment due
February 1, 2000 (b) 59,675 65,992

</TABLE>

102
<PAGE> 112

<TABLE>
<S> <C> <C>
Term note to bank, monthly
principal and interest payments
of $4,500, at prime plus 1.25%
(9.75% at December 31, 1994) (c) 215,111 249,302

Mortgage note payable, due May 18,
2003, monthly installments of $1,300,
interest at 8.5% fixed through
May 18, 1998 and adjustable for
the remaining term based on market
indices as defined (d) 96,577 103,525

Term note to bank, monthly
principal and interest payments of
$2,273, at 10%, final payment due
July 20, 1994 - 15,363
---------- --------
1,237,905 434,182

Less: current maturities ( 159,031) ( 65,209)
---------- --------
$1,078,874 $368,973
========== ========
</TABLE>

(a) Secured by land and a building in Indianapolis, Indiana, acquired by
the Company for purposes of expansion of check cashing operations.

(b) Issued in connection with the 1990 acquisition of two stores in South
Carolina. The 9% mortgage is secured by the building in which one
store operates.

(c) Secured by substantially all of the assets of the Company; personally
guaranteed by the Company's president (also a principal stockholder).
Proceeds were used to satisfy a portion of the amount due a
stockholder in 1990.

(d) Secured by real property and personally guaranteed by the Company's
president (also a principal stockholder).

103
<PAGE> 113

<TABLE>
<CAPTION>
December 31,
-----------------------------------
1994 1993
------------ -----------
<S> <C> <C>
Subordinated Debt
- -----------------

6% promissory note payable, due
in equal monthly installments of
$4,867, final payment due
January 3, 1997 (a) $ 114,122 $ -

12% promissory note payable,
due in equal monthly
installments of $6,567, final
payment due August 3, 2006 (b) 493,637 -

8% promissory note payable,
due in equal monthly installments
of $4,652, final payment due
June 14, 1999 (c) 206,318 -

Non-interest bearing, unsecured
promissory note payable, due in
equal monthly installments of
$833, final payment due June 1,
1999, interest imputed at 9% (d) 36,894 -

Non-interest bearing, unsecured
promissory note payable, due in
installments of $4,750 monthly for
the first six months beginning
September 1994, then $1,500 monthly
for the final thirty six months, final
payment due February 23, 1998, interest
imputed at 9% (e) 55,865 -

11% unsecured notes payable, due
in equal monthly installments
of $4,894, final balloon payment
due November 1, 1995 (Note 11) 141,463 182,094

10% unsecured notes payable, due
in equal monthly installments of
$1,737, final payment due
September 8, 1997 (Note 11) 49,923 64.944
----------- ----------
1,098,222 247,038

Less: current maturities ( 298,880) ( 55,651)
----------- ----------
$ 799,342 $ 191,387
=========== ==========
</TABLE>

104
<PAGE> 114

(a) Secured by a subordinated interest in the assets of two check cashing
stores in Tampa, Florida (Note 3).

(b) Secured by a subordinated interest in the assets of three check cashing
stores in Tacoma, Washington (Note 3).

(d) Part of the consideration given in the acquisition of two check cashing
stores in Modesto, California (Note 3)

(e) The consideration given in the acquisition of the food stamp distribution
operation in Stockton, California (Note 3).

Aggregate long term debt matures as follows:

<TABLE>
<CAPTION>
Year
----
<S> <C>
1995 $ 457,911
1996 336,325
1997 393,022
1998 245,712
1999 315,669
thereafter 587,489
-----------
$ 2,336,128
===========
</TABLE>

NOTE 8 - INCOME TAXES

<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Income tax expense (benefit) components:
Current ($ 9,250) $ 18,041
Deferred 75,425 47,073
-------- --------
$ 66,175 $ 65,114
======== ========
</TABLE>

105

<PAGE> 115

Income tax expense for 1994 and 1993 differs from that computed by applying the
U.S. federal income tax rate of 34% to pre-tax earnings as shown below:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Income taxes at statutory rate
of 34% $ 22,658 $ 44,436
State income taxes, net of
federal benefit 4,929 3,900
Surtax exemption ( 5,378) ( 6,536)
Amortization of book goodwill
related to non-taxable
acquisitions 33,032 3,420
Meals and entertainment limitation 8,748 1,880
Increase in effective rate applied
to cumulative temporary differences 2,186 -
Under accrual of prior year income
taxes (recorded fourth quarter) - 18,014
--------- --------
$ 66,175 $ 65,114
========= ========
</TABLE>

At January 1, 1993 and December 31, 1994 and 1993, deferred income tax asset
and liability components were as follows:

<TABLE>
<CAPTION>
December 31, December 31, January 1,
1994 1993 1993
------------ ------------ -----------
<S> <C> <C> <C>
Deferred tax assets:
Allowance for doubtful
accounts $ 16,100 $ 18,000 $ 15,000
Accrued compensation expense 3,700 - -
Accrued sales commissions 2,700 11,600 7,600
Non-compete agreement - 8,000 -
Other 2,800 5,500 2,400
--------- --------- ---------
25,300 43,100 25,000

Deferred tax liabilities:
Franchise fees (installment
sales) ( 17,700) ( 50,200) ( 64,000)
Depreciation ( 78,300) ( 45,400) ( 40,000)
Acquisition costs ( 66,400) ( 31,700) ( - )
Tax deferred gain on sale
of assets under installment
method ( 17,800) ( - ) ( - )
Other ( 18,808) ( 10,336) ( 12,039)
--------- --------- ---------
( 199,008) ( 137,636) ( 116,039)
-------- --------- ---------
Net deferred taxes ($ 173,708) ($ 94,536) ($ 91,039)
========= ========= =========
</TABLE>

There is no valuation allowance.

106
<PAGE> 116

As a result of the acquisition of Peterlyn, Inc. effective January 1, 1994 (see
Note 3), a net deferred tax liability of $3,747 (principally related to
depreciation expense and a reserve for bad debts) was recorded.

As a result of the Check-X-Change acquisition (see Note 3) a net deferred tax
asset of approximately $47,000 (principally related to allowance for doubtful
accounts and deferred compensation) was recorded which reversed by December 31,
1993 since all the items were recognized for income tax return purposes.

NOTE 9 - COMMITMENTS

The Company leases certain facilities and equipment for its store and
management operations under operating lease agreements. Certain lease
agreements contain escalation clauses tied to the Consumer Price Index in
addition to a base amount. Only the base amount is presented below.
Management expects that as leases expire they will be renewed or replaced by
similar leases on other properties. The future minimum commitments under
operating leases as of December 31, 1994 are as follows:

<TABLE>
<S> <C>
1995 $ 561,050
1996 480,313
1997 413,760
1998 351,190
1999 254,536
thereafter 236,515
-----------
$ 2,297,364
===========
</TABLE>

Rent expense for the year ended December 31 1994 and 1993 totaled $686,472 and
$328,816, respectively.

The Company has guaranteed future minimum lease payments totalling
approximately $75,000 as of December 31, 1994, related to store leases assigned
to buyers related to dispositions of stores during 1994.

The Company is engaged from time to time as plaintiff in small claims court
litigation relating to collection of returned checks and other litigation to
protect its service marks; however, such litigation has not historically had
any material effect on the Company's financial condition and results of
operations. As the Company's franchise network expands, it is reasonably
possible that the Company will be engaged in litigation with one or more of its
franchisees from time to time.

The Company, through its wholly owned subsidiary, is currently involved

107
<PAGE> 117

in litigation against a former employee of Check-X-Change. The former employee
has made five separate claims against Check-X-Change related to breach of
contract and untimely or non-payment of compensation, several of which overlap
and are not independent actions for separate damages. While the ultimate
outcome of these claims can not be determined at this time, management does not
believe that the ultimate outcome will have a material adverse impact on the
Company's financial position.

NOTE 10 - STOCKHOLDERS' EQUITY

Information as to shares subject to options is as follows (per share amounts
represent average option prices):

<TABLE>
<CAPTION>
Exercise price range per share
of options outstanding at year end
----------------------------------------------
December 31, 1994 1993
--------------------- --------------------- ------------------
1994 1993 From To From To
-------- -------- ------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Outstanding - beginning of year.. 369,500 396,750 $ .375 $ 1.125 $ .375 $ 1.50
Granted.......................... 192,000 168,000 .6875 1.1875 .875 1.125
Exercised ....................... 32,500 - .375 .44 - -
Cancelled ....................... 62,000 195,250 .44 1.25 .62 1.50
------- -------
Outstanding - end of year ....... 467,000 369,500 .375 1.1875 .375 1.125
======= =======

Average price per share of options
outstanding at end of year ..... $ .78 $ .77
======= =======
</TABLE>

The above options expire beginning April 1995 through November 1999.

In 1992, in conjunction with securing a commitment from certain individuals to
loan the Company $405,000 (see Note 7), the Company granted these individuals
warrants to acquire 202,500 shares of common stock at an exercise price of
$.375 per share, expiring September 14, 1994. These warrants were deemed
detachable and, accordingly, their estimated fair value of $7,594 was credited
to paid-in-capital. During 1993, warrants to purchase 50,000 shares were
exercised and the remainder of these warrants were exercised in 1994.

As of December 31, 1994 and 1993, warrants to purchase 1,261,500 shares of the
Company's common stock were outstanding as a result of the Company's secondary
public offering completed in June 1993. These warrants are comprised of the
Underwriter's Warrants, which affords the Underwriter to right to purchase
43,500 Units (consisting of 174,000 shares of common stock and 87,000 warrants,
each such warrant entitling the Underwriter to purchase a share of common stock
at an exercise price of $3.00 per share) and a total of 1,000,500 warrants
included in Units sold to the public, each of which allows the holder to
purchase a share of common stock at an exercise price of $3.00 per share. The
Underwriter's Warrants are exercisable during the four year period commencing
June 24, 1994. The

108
<PAGE> 118

public warrants are exercisable until June 24, 1995.

At the 1994 annual meeting of shareholders, proposals were submitted for
shareholder vote to adopt an employee stock option plan and amend the Company's
Articles of Incorporation. The proposals did not pass.

NOTE 11 - EMPLOYEE BENEFIT PLANS

During 1994 the Company implemented an employee savings plan (the Savings Plan)
that qualifies as a deferred salary arrangement under section 401(k) of the
Internal Revenue Code. Employees of the Company may participate in the Savings
Plan after completing one year of service if they meet minimum age and annual
hours of service requirements. Participating employees may defer a portion of
their pre-tax earnings, up to the Internal Revenue Service annual contribution
limit ($9,240 for calendar year 1994). The Company matches 25% of the first 4%
of salary deferred by the employee. The Company's matching contributions
charged to expense were $5,629 for 1994.

NOTE 12 - RELATED PARTY TRANSACTIONS

In September 1992, the Company completed a private placement of a series of one
year term notes totaling $405,000. The notes provided for interest only
payments quarterly at 10% and were due September 14, 1993, or upon the
completion of an equity offering by the Company with net proceeds of at least
$1.5 million, whichever occurs first (see Note 7). The note holders also
received warrants to purchase a total of 202,500 shares of the Company's common
stock at an exercise price of $.375 per share, exercisable at any time prior to
September 14, 1994. The Company's president and two directors participated in
this private placement with loans in the amount of $20,000, $150,000 and
$25,000, respectively. The notes were prepaid in March 1993.

The Company's president personally guarantees certain indebtedness of the
Company and was paid $41,875 in guarantee fees for 1994. See Note 7.

In conjunction with the Company's acquisition of Check-X-Change, a consulting
fee of $25,000 was paid to a consulting firm, the principal of which was a
member of the Company's board of Directors. See Note 3.

The Company is indebted to Bay Area Investment, Inc. ("Bay Area") in the amount
of $49,923 as of December 31, 1994, which represents the remaining note payable
balance related to the acquisition of four stores in 1992. One of Bay Area's
stockholders is related to the Company's president. Interest expense related
to this debt for 1994 was $5,818. See Note 7.

109
<PAGE> 119

The Company has notes payable to various other shareholders of $141,463 as of
December 31, 1994. Total interest expense for 1994 related to these notes
payable was $18,093. See Note 7.

The Company entered into a 50%/50% joint venture agreement in 1994 with Borer
Enterprises, Inc., the principal shareholder of which is an employee of the
Company, whereby a partnership was formed to do business as Check Express
Finance #1. The purpose of the joint venture is to purchase additional
installment notes receivable originated by used automobile dealers. The
Company provides all management services related to the operation of the Joint
Venture, while Borer Enterprises, Inc. has contributed significantly all
working capital for the operation of the venture. The Company has not
guaranteed any of the joint venture's liabilities nor does the Company have any
commitments to fund its operations. Neither party has unilateral control over
the operation of the joint venture.

During 1994, the Company obtained various short-term working capital loans,
totalling $543,000, from an employee of the Company and the brother of the
President of the Company. Such loans in the amount of $180,000, payable to the
employee of the Company, remained outstanding at December 31, 1994. Interest
and loan origination fees paid related to these loans during 1994 totalled
$10,179, and represent amounts bargained for at arms length consistent with
market rates in effect at the time each loan was obtained.

On February 15, 1994, the Company completed its purchase, effective January 1,
1994, of four check cashing stores in the Seattle and Tacoma, Washington areas
in exchange for $812,000 in cash and a $100,000 note payable. The stores were
obtained by purchasing all of the outstanding common stock of Peterlyn, Inc.
("Peterlyn"), a Washington corporation, which owned and operated the stores
under franchise agreements with Check Express USA, Inc., a wholly owned
subsidiary of the Company.

The four stores were previously owned and operated by the Company for several
years through its then wholly owned subsidiary, Check Express Washington, Inc.
("CEW"). In June of 1992, the Company distributed to the then Company
president 100% of the stock of CEW in exchange for substantially all 492,500
shares of the Company's common stock owned by the former president.
Concurrently, the former president tendered his resignation to the Company.
Since the February 1994 acquisition, the former president has agreed to return
to Check Express's management team, in a non-officer capacity, where he will
focus on future acquisitions.

110
<PAGE> 120

NOTE 13 - FOURTH QUARTER ADJUSTMENTS

The Company expensed a finders fee to an employee of $84,000 related to two
1994 acquisitions which had previously been inadvertently capitalized in prior
quarters (principally the third quarter, $61,000). The adjustment reduced net
income in the fourth quarter by $55,000 ($0.01 per share).

The Company also reduced finance revenues by $135,000, of which a large portion
related to the third quarter ($59,000), as a result of the discovery of a
system error in recording early payoffs of certain auto loans. The adjustment
reduced net income in the fourth quarter by $89,000 ($0.02 per share).

Finally, the net result of the above entries plus a net loss before income
taxes for the fourth quarter resulted in the provision for income taxes
recorded through the end of the third quarter 1994 being overstated by $60,000
($0.01 per share).

NOTE 14 - SUBSEQUENT EVENTS

Effective January 31, 1995, the Company sold substantially all the non-cash
assets of five check cashing stores located in Stockton and Modesto, California
to California Check Cashing Stores, Inc., an unrelated California corporation,
for $1,000,000 in cash. These stores, which were acquired during 1994 in two
separate acquisition transactions, represented approximately nine percent
(unaudited) of the Company's revenues for 1994, and eight percent (unaudited)
of the Company's total assets. The sale of these five stores resulted in a
gain of approximately $290,000 (unaudited), before income taxes, which will be
recorded by the Company in the first quarter 1995.

111
<PAGE> 121

NOTE 15 - BUSINESS SEGMENT INFORMATION

The consolidated operations of the Company consist of three business segments,
Check Cashing Services, Franchising of check cashing stores and a Finance
Company implemented during the fourth quarter of 1993.

<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------------
Check
Cashing Franchising Finance Consolidated
------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Revenues $ 5,654,393 $ 1,520,684 $ 322,776 $ 7,497,853
Operating costs and expenses:
Store expenses:
Salaries and benefits ( 1,690,066)
Occupancy ( 769,264)
Returned checks ( 345,978)
Depreciation and amortization ( 319,890)
Area and regional expenses ( 491,624)
Other ( 1,271,489)
-----------
Total store expenses ( 4,888,311) ( 4,888,311)
Franchising Expenses:
Salaries and benefits ( 535,962)
Occupancy ( 56,859)
Depreciation and amortization ( 65,694)
Advertising ( 164,102)
T & E expenses ( 162,915)
Other ( 255,057)
-----------
Total franchising expenses ( 1,240,589) ( 1,240,589)
Finance Expenses:
Salaries and benefits ( 83,373)
Occupancy ( 11,326)
Provision for losses ( 31,621)
Other ( 41,854)
----------
Total finance expenses ( 168,174) ( 168,174)

----------- ----------- ---------- -----------
Operating income 766,082 280,095 154,602 1,200,779
-----------

Headquarters Expenses:
Salaries and benefits ( 498,201)
Occupancy ( 29,445)
Depreciation and amortization ( 60,505)
Other ( 299,751)
-----------
Total headquarters expenses ( 887,902)
-----------

Other revenues 34,766
Interest expense ( 281,001)
-----------
Income before income taxes $ 66,642
===========

Capital expenditures $ 560,890 $ 197,823 $ 4,338 $ 763,051

Total assets $ 5,628,141 $ 1,531,721 $ 1,598,822 $10,025,855
</TABLE>

The above presentation does not allocate interest expense incurred related to
the finance segment as a component of operating income of that segment; finance
companies typically present interest expense as an operating expense. The
amount allocable to the finance segment for 1994 would be approximately
$60,000.

112
<PAGE> 122

The segment information for 1993 has been reclassified to conform to the 1994
presentation. The segments' costs and expenses, previously shown in total by
segment, are presented in more detail by significant categories of expense for
each segment. In addition, the finance company which was previously included
in the check cashing segment because of it insignificance is now reported
separately as a segment because of its significance in 1994.

<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------------------------------
Check
Cashing Franchising Finance Consolidated
------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Revenues $ 3,239,750 $ 954,022 $ 11,268 $ 4,205,040
Operating costs and expenses:
Store expenses:
Salaries and benefits ( 1,007,345)
Occupancy ( 408,992)
Returned checks ( 128,664)
Depreciation and amortization ( 243,572)
Area and regional expenses ( 204,646)
Other ( 692,108)
-----------
Total store expenses ( 2,685,328) ( 2,685,328)
Franchising Expenses:
Salaries and benefits ( 286,840)
Occupancy ( 27,332)
Depreciation and amortization ( 27,028)
Advertising ( 56,969)
T & E expenses ( 62,000)
Other ( 312,284)
-----------
Total franchising expenses ( 772,453) ( 772,453)
Finance Expenses:
Salaries and benefits ( 15,158)
Occupancy ( 401)
Provision for losses ( 4,901)
Other ( 5,487)
----------
Total finance expenses ( 25,947) ( 25,947)

----------- ----------- ---------- -----------
Operating income 554,422 181,569 ( 14,679) 721,312
-----------

Headquarters Expenses:
Salaries and benefits ( 284,468)
Occupancy ( 16,890)
Depreciation and amortization ( 33,566)
Other ( 186,978)
-----------
Total headquarters expenses ( 521,902)
-----------

Other revenues 62,525
Interest expense ( 131,241)
-----------
Income before income taxes $ 130,694
===========

Capital expenditures $ 267,807 $ 14,987 $ 9,074 $ 291,868

Total assets $ 3,257,723 $ 1,598,091 $ 125,766 $ 6,630,897

</TABLE>

113
<PAGE> 123

APPENDIX A
AGREEMENT AND PLAN OF MERGER

AND
AMENDMENT THERETO

<PAGE> 124

AMENDMENT

Ace Cash Express, Inc., a Texas corporation ("Ace"), Ace Acquisition
Coproration, a Florida Corporation ("Acquisition") and Check Express, Inc., a
Florida corporation (the "Company"), entered into an Agreement and Plan of
Merger dated October 13, 1995 (the "Merger Agreement"). Section 10.1(ii) of
the Merger Agreement is hereby modified and amended so that in place the words
"Janurary 31" appears, the words "February 15" replaces them. Except as set
forth herein, the Merger Agreement shall remain in full force and effect as
originally executed.

Executed as of December 20, 1995.

ACE CASH EXPRESS, INC.

By: /s/ Don Neustadt
-----------------------
Don Neustadt, President

CHECK EXPRESS, INC.

By: /s/ Larry F. Lang
-----------------------
Larry F. Lang,President

<PAGE> 125
ATTACHMENT

CHECK EXPRESS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 11, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Mr. Larry F. Lang and Mr. Decker A. Todd,
or either or both of them, as proxy for the undersigned, to vote all shares of
Common Stock of Check Express, Inc. the undersigned would be entitled to vote
if personally present at the Special Meeting of Shareholders of Check Express,
Inc. (the "Company") to be held on January 11, 1996 at the Hyatt Regency Tampa
at Tampa City Center, Two Tampa City Center, 211 North Tampa Street, Tampa,
Florida at 10:00 a.m., Tampa, Florida time, and at any and all adjournments
thereof, with right of substitution and with all right, power and authority as
the undersigned would have if personally present at such meeting, as further
described in the Company's Proxy Statement dated January ____, 1996 (the
"Proxy Statement"):

1. MERGER OF THE COMPANY

To vote FOR the approval and adoption of the Agreement and Plan of
Merger dated October 13, 1995, as amended by the Amendment dated December
20, 1995 (as amended, the "Merger Agreement"), by and among the Company,
Ace Acquisition Corporation, a Florida corporation, and Ace Cash Express,
Inc., a Texas corporation, and the approval of the merger (the "Merger")
of Acquisition with and into the Company, pursuant to which (a) the
Company will be the surviving corporation and a wholly owned subsidiary
of Ace, and (b) each share of the Company's $.004 par value common stock
("Common Stock") (other than shares held by shareholders who properly
exercise dissenters' rights under Florida law) will be converted into the
right to receive $1.20 in cash, without interest (the "Merger
Consideration"), to be paid to holders of shares entitled to receive such
payment following the consummation of the Merger, all as more fully
described in the accompanying Proxy Statement to which a copy of the
Merger Agreement is attached as Appendix A.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. To vote FOR a proposal to adjourn the Special Meeting if necessary to
permit further solicitation of Proxies in the event there are not
sufficient votes at the time of the Special Meeting to approve and adopt
the Merger Agreement and approve the Merger.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the Proxies are authorized to vote on any other
matters which may properly come before the meeting or any adjournment or
adjournments thereof, including matters incidental to the conduct of the
meeting.

This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO CONTRARY DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS SPECIFICALLY REFERRED TO ABOVE.

Please sign exactly as name(s) When shares are held by joint tenants,
appear(s) below. both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
[ADDRESS LABEL] partnership name by authorized person.

Date Signature

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.