8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
September 7, 2004

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas
(State of incorporation) 1-9733
(Commission File No.) 75-2018239
(IRS Employer Identification No.)

1600 West 7th Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 335-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Asset Purchase Agreement
Sale Agreements
Note Agreement Amendments
Press Release

Item 1.01. Entry into a Material Definitive Agreement.

(a)	On September 7, 2004, Cash America International, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Camco, Inc., a Nevada corporation d/b/a “SuperPawn” (“Camco”), pursuant to which the Company has agreed to purchase substantially all of the assets of Camco. The estimated gross purchase price of the assets will be approximately $125 million, consisting of approximately $15 million worth of Company common stock and the balance in cash. The closing of the transaction is expected to take place within 90 days and is subject to the customary final stages of due diligence and approvals of regulatory agencies.
	The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release announcing the transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(b)	On September 8, 2004 in London, England, the Company entered into two separate agreements (collectively, the “Sale Agreements”), one with H&T Finance Limited for the sale of all of the shares of the Company’s U.K. subsidiary, Harvey & Thompson Limited, and the other with Guldskålen D 409 AB for the sale of all of the shares of the Company’s Swedish subsidiary, CAII Pantbelåning AB. The buyers are affiliates of The Rutland Fund, which is managed by the U.K. firm Rutland Partners LLP. (See Item 2.01 of this Current Report on Form 8-K for additional information about the transaction.)
	The Sale Agreements are filed as Exhibit 2.2 to this Current Report on Form 8-K and are incorporated herein by reference.
(c)	In order to facilitate the consummation of the transactions under the Sale Agreements and the Purchase Agreement, the Company and the note holders under the Company’s existing Note Agreements entered into the following amendments to those Note Agreements effective as of September 7, 2004 (collectively, the “Note Agreement Amendments”): (1) Supplement No. 8 to the July 7, 1995 Note Agreement for the Company’s $20,000,000, 8.14% Senior Notes due July 7, 2007, (2) Supplement No. 5 to the December 1, 1997 Note Agreement for the Company’s $30,000,000, 7.10% Senior Notes due January 2, 2008, and (3) Amendment No. 1 to the August 12, 2002 Note Agreement for the Company’s $42,500,000, 7.20% Senior Notes due August 12, 2009.
	The Note Agreement Amendments are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On September 8, 2004 in London, England, the Company completed the sale of its U.K. subsidiary, Harvey & Thompson Limited, to H&T Finance Limited, and also completed the sale of

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its Swedish subsidiary, CAII Pantbelåning AB, to Guldskålen D 409 AB, all pursuant to the Sale Agreements. Total consideration paid to the Company, before taxes, was approximately $128 million, (based on approximated exchange rates) consisting of $12.5 million in notes receivable and the balance in cash. The buyers are affiliates of The Rutland Fund, which is managed by the U.K. firm Rutland Partners LLP. The terms of the transaction and the consideration paid were the result of arm’s length negotiations between the Company and the buyers. Prior to the completion of the transaction, neither the Company nor any of its affiliates or officers, directors or their associates had any material relationship with the buyers.

     The Sale Agreements are filed as Exhibit 2.2 to this Current Report on Form 8-K and are incorporated herein by reference. The press release announcing the transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

2.1	Asset Purchase Agreement dated September 7, 2004 by and among Camco, Inc., Steven A. Mack; SuperPawn, Inc., and Cash America International, Inc.
2.2	Sale Agreement dated September 8, 2004 with H&T Finance Limited for the sale of all of the shares of the Company’s U.K. subsidiary, Harvey & Thompson Limited, and Sale Agreement with Guldskålen D 409 AB for the sale of all of the shares of the Company’s Swedish subsidiary, CAII Pantbelåning AB.
10.1	Note Agreement Amendments dated effective September 7, 2004: 1) Supplement No. 8 to the July 7, 1995 Note Agreement for the Company’s $20,000,000, 8.14% Senior Notes due July 7, 2007; 2) Supplement No. 5 to the December 1, 1997 Note Agreement for the Company’s $30,000,000, 7.10% Senior Notes due January 2, 2008; and 3) Amendment No. 1 to the August 12, 2002 Note Agreement for the Company’s $42,500,000, 7.20% Senior Notes due August 12, 2009.
99.1	Press release dated September 8, 2004, issued by Cash America International, Inc. regarding the sale of its European businesses and its agreement to purchase the pawn operating assets of Camco, Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CASH AMERICA INTERNATIONAL, INC.
Date: September 13, 2004	By:	/s/ Hugh A. Simpson
		Hugh A. Simpson
		Executive Vice President, General
		Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Asset Purchase Agreement dated September 7, 2004 by and among Camco, Inc., Steven A. Mack; SuperPawn, Inc., and Cash America International, Inc.
2.2	Sale Agreement dated September 8, 2004 with H&T Finance Limited for the sale of all of the shares of the Company’s U.K. subsidiary, Harvey & Thompson Limited, and Sale Agreement with Guldskålen D 409 AB for the sale of all of the shares of the Company’s Swedish subsidiary, CAII Pantbelåning AB.
10.1	Note Agreement Amendments dated effective September 7, 2004: 1) Supplement No. 8 to the July 7, 1995 Note Agreement for the Company’s $20,000,000, 8.14% Senior Notes due July 7, 2007; 2) Supplement No. 5 to the December 1, 1997 Note Agreement for the Company’s $30,000,000, 7.10% Senior Notes due January 2, 2008; and 3) Amendment No. 1 to the August 12, 2002 Note Agreement for the Company’s $42,500,000, 7.20% Senior Notes due August 12, 2009.
99.1	Press release dated September 8, 2004, issued by Cash America International, Inc. regarding the sale of its European businesses and its agreement to purchase the pawn operating assets of Camco, Inc.

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EX-2.1

                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement"), dated as of September 7, 2004
(the "Execution Date"), is by and among CAMCO, INC., a Nevada corporation
("Camco"); STEVEN A. MACK ("Mack"); SUPERPAWN, INC., a Nevada corporation
("SuperPawn"); and CASH AMERICA INTERNATIONAL, INC., a Texas corporation
("Purchaser").

                                   WITNESSETH:

      WHEREAS, Camco owns and operates a business that consists of a chain of
SuperPawn pawnshops located at the locations identified on Schedule 1.0(a)
attached hereto and incorporated herein by this reference (the "Primary
Business").

      WHEREAS, SuperPawn owns and operates a business that franchises SuperPawn
pawnshop facilities to third parties at the locations identified on Schedule
1.0(b) (the "Franchise Business").

      WHEREAS, the Primary Business and the Franchise Business are collectively
referred to herein as the "Business," and Camco and SuperPawn are collectively
referred to herein as the "Seller."

      WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, all of the assets of Seller and the Business, including,
without limitation, the assets listed on Schedule 1.0(c) attached hereto and
incorporated herein by this reference, but excluding the assets of Seller listed
on Schedule 1.0(d) attached hereto and incorporated herein by this reference
(the "Excluded Assets") (such assets other than the Excluded Assets,
collectively, the "Assets").

      WHEREAS, Mack is the principal shareholder of Camco and SuperPawn and is a
party to this Agreement.

      NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, and on the terms and subject to the conditions
herein set forth, the parties hereto hereby agree as follows:

      The definitions of certain defined terms used in Articles I through VIII
of this Agreement are set forth in Article IX of this Agreement. A definitions
cross-reference table indicating the particular section of this Agreement in
which the definition of each defined term used in this Agreement can be found is
set forth on Attachment "A" attached hereto. Attachment "A" hereto also includes
a descriptive list of all Schedules and Exhibits included in this Agreement.

                                    ARTICLE I
                                PURCHASE AND SALE

      Section 1.1 Purchase and Sale of Assets. Subject to and upon the terms and
conditions contained herein, at the Closing, Seller shall sell, transfer,
assign, convey and deliver to Purchaser, free and clear of all security
interests, liens, claims and encumbrances (other than the Assumed Liabilities),
and Purchaser shall purchase, accept and acquire from Seller, the Assets and
assume the Assumed Liabilities.

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      Section 1.2 Purchase Consideration.

            1.2.1 Purchase Consideration - General. The consideration from
Purchaser to Seller (or, in the case of Section 1.2.1(c) below, Seller, Mack,
Waters, Rowan and Marco Herrera ("Herrera")) for the Assets shall consist of the
following (the "Purchase Consideration"):

                  (a) a wire transfer of an amount equal to the Cash
Consideration, payable in immediately available funds to Seller in such bank
account as is designated by Seller in writing to Purchaser at least 24 hours
prior to the Closing;

                  (b) the issuance of the following number of duly authorized,
fully paid and non-assessable shares of Purchaser's $.10 par value common stock
("Shares") to Camco or Camco's designee, to be delivered to Escrow Agent to be
held and disposed of pursuant to the Escrow Agreement: the number of Shares
shall be determined by dividing $15,000,000 by the Trading Value; and

                  (c) wire transfers to each of Seller, Mack, Waters, Rowan and
Herrera of the respective amounts set forth in Paragraph 18 of the
Non-Competition Agreement (the "Non-Competition Consideration"), in immediately
available funds.

            1.2.2 Purchase Consideration - Definitions.

                  (a) The term "Cash Consideration" means (i) One Hundred
Million Three Hundred Fifty-Eight Thousand and No/100 U.S. Dollars
($100,358,000.00), minus (ii) the Store Credit Amount, all as the amount
determined pursuant to subsections 1.2.2(a)(i)-(ii) herein may be adjusted by
(iii) the Initial Adjusted Debt Amount in accordance with Section 1.2.2(b)
below.

                  (b) The term "Initial Adjusted Debt Amount" shall have the
meaning assigned to such term in Schedule 1.2.2. If the Initial Adjusted Debt
Amount is greater than $30,508,000.00, the Cash Consideration shall be increased
by $1.00 for each $1.00 the Initial Adjusted Debt Amount is greater than
$30,508,000.00 and if the Initial Adjusted Debt Amount is less than
$30,508,000.00, the Cash Consideration shall be decreased by $1.00 for each
$1.00 that the Initial Adjusted Debt Amount is less than $30,508,000.00 (the
parties agree that Seller's debt obligations as of March 31, 2004 amounted to
$30,508,000.00).

                  (c) The term "Store Credit Amount" shall mean 90% of the sum
of (i) all layaway deposits paid to Seller under all active layaway accounts of
the Business in effect as of the Closing Date, plus (ii) the amount of all
unused gift certificates and store credits of Seller as of the Closing Date to
the extent such unused gift certificates and store credits were issued to
customers of Seller on or after the 365th day prior to the Closing Date.

                  (d) For purposes of Section 1.2.1(b) above, the term "Trading
Value" means the average per share closing price of Purchaser's common stock on
the New York Stock Exchange for the ten (10) trading days immediately preceding
the day that is two days prior to the Closing Date; provided, however, in no
event shall the Trading Value be (i) less than $3.00 per share less than the
average per share closing price of Purchaser's common stock on the New York
Stock Exchange for the ten (10) trading days immediately preceding the Execution
Date (such average, the "Signing Date Average"), or (ii) greater than $3.00 per
share greater than the Signing Date Average. If, between the date of this
Agreement and the Closing Date, Purchaser's outstanding common stock shall have
been changed into a different number of shares or different class by reason of
any reclassification,

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recapitalization, stock split, split-up, combination or exchange of shares or a
stock dividend or dividend payable in any other securities shall be declared
with a record date within such period, or any similar event shall have occurred,
the consideration to be delivered pursuant to Section 1.2.1(b) shall be
appropriately adjusted to provide to Seller the same economic effect as
contemplated by this Agreement prior to such event.

      Section 1.3 Assumed Liabilities. In addition to the Purchase
Consideration, Purchaser will assume the liabilities and obligations of Seller
that are expressly listed on Schedule 1.3 attached hereto (collectively, the
"Assumed Liabilities"). Notwithstanding the foregoing, Purchaser does not agree
to assume, and shall not assume or pay, perform or discharge any Liabilities or
obligations of Seller other than the Assumed Liabilities.

                                   ARTICLE II
                        REPRESENTATIONS AND WARRANTIES OF
                                     SELLER

Seller hereby makes the representations and warranties set forth in this Article
II to Purchaser, and represents and warrants that such statements are true and
correct as of the date hereof. For purposes of this Agreement, the "Knowledge"
of Seller shall include the knowledge of Seller and Mack. Except as otherwise
specifically indicated, an individual will be deemed to have "Knowledge" of a
particular fact or other matter if: (a) such individual is actually aware of
such fact or other matter; or (b) a reasonably prudent individual would be
expected to discover or otherwise become aware of such fact or other matter in
the course of conducting a "reasonable investigation" regarding the accuracy of
any representations or warranties contained in this Agreement. For Mack and
individuals related to, or employed or engaged by, Seller or Mack, a "reasonable
investigation" shall be deemed to have been made if such individual has made a
"due inquiry" to any of the Key Persons of Seller and to Seller's principal
external accountants and lawyers. For individuals related to, or employed or
engaged by, Purchaser, a "reasonable investigation" shall be deemed to have been
made if such individual has made a "due inquiry" to any of the Key Persons of
Purchaser and to Purchaser's principal external accountants and lawyers. As used
herein, the term "Key Persons of Seller" shall mean the individuals listed on
Schedule 2.0(a) and the term "Key Persons of Purchaser" shall mean the
individuals listed on Schedule 2.0(b). A Person (other than an individual) will
be deemed to have "Knowledge" of a particular fact or other matter if any
individual who is serving as a shareholder (other than as a shareholder of a
publicly traded company), member, partner, trustee, director or officer of such
Person has Knowledge of such fact or other matter (as such Knowledge is
described in subsections (a) and (b) of this Section above). As used herein, the
term "Actual Knowledge" means (i) with respect to Seller, the actual knowledge
of the Key Persons of Seller and, (ii) with respect to Purchaser, the actual
knowledge of the Key Persons of Purchaser. The Schedules to this Agreement and
any supplements thereto are incorporated herein by this reference. No
representation or warranty of Seller contained in this Agreement shall be
affected or deemed waived or otherwise impaired or limited by reason of any
investigation or due diligence conducted by Purchaser or its representatives,
except to the extent that on or before the Closing Date Purchaser obtains Actual
Knowledge of any facts, events or circumstances that would cause the particular
representation or warranty of Seller in question to be untrue. No representation
or warranty of Purchaser contained in this Agreement shall be affected or deemed
waived or otherwise impaired or limited by reason of any investigation or due
diligence conducted by Seller or its representatives, except to the extent that
on or before the Closing Date Seller obtains Actual Knowledge of any facts,
events or circumstances that would cause the particular representation or
warranty of Purchaser in question to be untrue.

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      Section 2.1 Organization and Good Standing. Each entity comprising Seller
(each a "Seller Entity") is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, with all requisite
corporate power and authority to carry on the Business as currently conducted,
to own or hold under lease its properties and assets, to execute and deliver
this Agreement and the other Transaction Documents and to consummate the
transactions contemplated hereby. Each Seller Entity is duly qualified to do
business as a foreign corporation and is in good standing under the laws of each
state or other jurisdiction in which either the ownership or use of the
properties owned by it, or the nature of the activities conducted by it,
requires such qualification, except in such states where the failure to be so
qualified does not have a Material Adverse Effect, either individually or in the
aggregate. Except as disclosed on Schedule 2.1, neither Seller Entity owns,
directly or indirectly, any interest in any corporation, business trust, joint
stock company, partnership, joint venture, franchise, limited liability company
or other business organization or association. Seller shall deliver to Purchaser
true and complete copies of the articles of incorporation, bylaws and all other
organizational documents of each Seller Entity, and all of such documents are in
full force and effect on the date hereof. Additionally, the officers and
directors of each Seller Entity as of the Execution Date are as set forth on
Schedule 2.1 (and such Schedule 2.1 shall be updated through the Closing Date in
the Supplemental Disclosure Agreement in the manner set forth in Section 5.4
below).

      Section 2.2 Authorization and Validity. Except as disclosed on Schedule
2.2, Seller and Mack have the absolute and unrestricted right, power and
authority to execute and deliver this Agreement and the other Transaction
Documents to be executed and delivered by either Seller or Mack at or prior to
the Closing and to perform their obligations under this Agreement and the other
Transaction Documents, and, except as disclosed on Schedule 2.2, such action has
been duly authorized by all necessary action by the shareholders and boards of
directors of each Seller Entity. This Agreement has been, and subject to
obtaining the consents and approvals set forth in Schedule 2.3 and Schedule 2.4,
the other Transaction Documents will be at the Closing, duly executed and
delivered by each Seller Entity and by Mack (as applicable). This Agreement
constitutes, and subject to obtaining the consents and approvals set forth in
Schedule 2.3 and Schedule 2.4, each of the other Transaction Documents at the
Closing will constitute, legal, valid and binding obligations of Seller and
Mack, enforceable against Seller and Mack (as applicable) in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and subject to general principles of equity.

      Section 2.3 No Violation. Except as disclosed on Schedule 2.3, neither the
execution, delivery or performance of this Agreement or the Transaction
Documents nor the consummation of the transactions contemplated hereby or
thereby will (a) conflict with, or result in a violation or breach of the terms,
conditions or provisions of, or constitute a default under, the Articles of
Incorporation or bylaws of either Seller Entity or under any agreement,
indenture or other instrument under which Seller or Mack is bound or to which
any of the Assets are subject (other than conflicts, violations or breaches of
which Seller does not have Actual Knowledge and which do not, either
individually or in the aggregate, have a Material Adverse Effect), or result in
the creation or imposition of any security interest, lien, charge or encumbrance
upon any of the Assets; or (b) cause any change in the rights or obligations of
any party under any such agreement, indenture or other instrument (other than
changes of which Seller does not have Actual Knowledge and which do not, either
individually or in the aggregate, have a Material Adverse Effect); or (c)
violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over Seller, Mack, the Business or the Assets, (other than
violations or conflicts of which Seller does not have Actual Knowledge and which
do not, either individually or in the aggregate, have a Material Adverse
Effect); or (d) result in any shareholder of either Seller Entity having the
right to exercise dissenters' appraisal rights.

                                       4



      Section 2.4 Consents. Except as set forth in Schedule 2.4 and except for
approvals required under the HSR Act, no consent, authorization, approval,
permit or license of, or filing with, any governmental or public body or
authority, or any lender of Seller or Mack, or any other Person other than
Persons identified on Schedule 2.9 as Persons whose consent is required, is
required to authorize, or is required in connection with, the execution,
delivery and performance of this Agreement or the Transaction Documents and the
consummation of the transactions contemplated herein or therein on the part of
Seller or Mack.

      Section 2.5 Consumer Loans. All Consumer Loans made in the Business have
been made in compliance and accordance with all Applicable Laws, except where
Seller has no Actual Knowledge of the failure to do so and such unknown failure
would not, either individually or in the aggregate, have a Material Adverse
Effect. All Consumer Loan Documents represent bona fide assets of Seller and
bona fide transactions between Seller and the respective parties to such
transactions. Seller's books and records that are being delivered to Purchaser
contain an accurate record, in all material respects, of the Consumer Loans and
the Consumer Loan Documents, including, without limitation, for each loan
written, all material loan application data and back-up documentation, all
material underwriting criteria and documentation, all notices of adverse action,
all promissory notes and loan documents, all pawn tickets, all buy-sell and/or
repurchase agreements, documentary evidence of compliance with all Applicable
Laws, the underlying check or other items securing or evidencing any security
for such loans, if applicable, the amount loaned, the lawful interest charge and
other lawful charges, if any, to accrue thereon, renewals thereof, all layaway
contracts, and with respect to buy-sell or repurchase agreements - the purchase
price, the repurchase price, and other lawful charges, if any, and with respect
to pawn loans and buy-sell and/or repurchase agreements - an accurate
description, in all material respects, of the pledged goods or the goods subject
to buy-sell or repurchase agreements. All interest, fees and charges on each
Consumer Loan and layaway contract included in the Consumer Loans do not exceed
the maximum rate of interest, charges and fees allowed by Applicable Laws. In
addition to, and without limiting the foregoing, the Consumer Loan Documents are
complete in every material respect and comply in all material respects with all
Applicable Laws. Attached to Schedule 2.5(a) is a true, complete and correct
copy of Seller's standard agreements for the creation of Consumer Loans. Except
as set forth on Schedule 2.5(b), each Consumer Loan has been created using such
standard forms of agreement without material modification or substitution
(except as may be consistent with Seller's ordinary course of business -
provided that any such consistent material modification or substitution is
described in detail on Schedule 2.5(b)) except where Seller has no Actual
Knowledge of the failure to use such standard forms without material
modification and such unknown failure would not, either individually or in the
aggregate, have a Material Adverse Effect; provided, however, in no event does
the aggregate value of the principal amount of all Consumer Loans created on
forms other than on such standard forms exceed a total value of $10,000 in the
aggregate for all Shops (the parties hereto agree that all Consumer Loans that
are not on such standard forms shall be treated as Missing Loans if any Losses
are suffered as a result of such Consumer Loans not being made on such standard
forms.) With respect to pawn loans, all pawn tickets accurately reflect, in all
material respects, that all outstanding pawn loans bear no more than the maximum
lawful finance charge and other lawful charges, if any, applicable to the
transaction and merchandise pawned and all buy-sell or repurchase agreements
accurately reflect, in all material respects, that the repurchase price
represents no more than the maximum lawful repurchase price and all other
charges allowed by law, if any, in connection with each buy-sell transaction.
All pawned merchandise reflected by Seller's books and records is collateralized
as required by law and is collateralized so that Seller has a lawful and valid
security interest and first lien on such pawned merchandise, except where Seller
has no Actual Knowledge of the failure to do so and such unknown failure would
not, either individually or in the aggregate, have a Material Adverse Effect;
provided, however, in no event does the aggregate value of all pawned
merchandise which is not

                                       5



collateralized as required by law and/or for which Seller has no valid security
interest and/or a valid first lien on such pawned merchandise exceed a total
value of $10,000 in the aggregate for all Shops (the parties hereto agree that
all pawned merchandise that is not collateralized in the manner described in
this sentence shall be treated as Missing Loans.) All merchandise which is
subject to the terms and conditions of buy-sell or repurchase agreements is
owned by Seller and Seller has good and indefeasible title to all such
merchandise, subject only to the terms of the applicable buy-sell or repurchase
agreements. All pawned merchandise and all merchandise subject to buy-sell or
repurchase agreements, layaway contracts or statutory hold-periods is physically
present on the premises of the Business, and all such merchandise is available
for redemption, repurchase or sale, as the case may be. The Consumer Loan
Documents represent or will represent valid and enforceable obligations arising
from transactions actually made or performed by Seller in the ordinary course of
its business; provided, however, the number of Consumer Loans will fluctuate
between the Execution Date and the Closing Date in Seller's normal course of
business. As used herein, the term "Customer Receivables" means all customer
receivables, including, without limitation, all Consumer Loans included in the
Assets, together with all other accounts receivable of Seller. A summary
description of all Customer Receivables, summarized on a Shop-by-Shop basis as
of July 31, 2004, is set forth on Schedule 2.5(c) (and such Schedule 2.5(c)
shall be updated through the Closing Date in the Supplemental Disclosure
Agreement in the manner set forth in Section 5.4 below.) Except to the extent
paid prior to the Closing Date, such Customer Receivables are or will be valid
and binding obligations of the parties thereto enforceable against them in
accordance with the terms of such agreements; provided, however, at the Closing
Date, some deferred deposit (payday) loans will be past due (but the proportion
of the deferred deposit (payday) loans that are past due as of the Closing Date
will be consistent with Seller's normal course of business). Except as set forth
on Schedule 2.5(c), there is no contest, claim, defense or right of setoff,
other than returns in the ordinary course of business of Seller, relating to the
amount or validity of the Customer Receivables, and Seller has not waived any
material terms of any Customer Receivable (except as may be consistent with
Seller's ordinary course of business - provided that any such consistent waiver
of material terms is described in detail on Schedule 2.5(b)). Schedule 1.0(c)
lists the aggregate active Consumer Loan balances by loan category (pawn loans
secured by collateral other than certificates of title or titled goods and
vehicles, pawn loans secured by certificates of title or titled goods and
vehicles, deferred deposit (payday) loans, title loans and other), with each
such loan category further broken down as current loans or delinquent loans and
delinquent loans carried in inventory, on a Shop-by-Shop basis outstanding as of
July 31, 2004 (and such Schedule 1.0(c) shall be updated through the Closing
Date in the Supplemental Disclosure Agreement in the manner set forth in Section
5.4 below.)

      Section 2.6 Financial Statements. Schedule 2.6(a) contains Seller's
audited balance sheets as of December 31, 2003, December 31, 2002 and December
31, 2001, Seller's unaudited balance sheet as of July 31, 2004, Seller's audited
statements of income, retained earnings and cash flows for the years ended
December 31, 2003, December 31, 2002 and December 31, 2001, and Seller's
unaudited statements of income, retained earnings and cash flows for the
seven-month period ended July 31, 2004 (collectively, the "Seller Financial
Statements"). As of their respective dates, to the Knowledge of Seller's Key
Officers, (a) the Seller Financial Statements do not (and the Additional
Financial Statements will not) contain any untrue statements of any material
facts or omit to state any material facts necessary to make the statements made,
in light of the circumstances under which such statements were made, not
misleading with respect to the respective periods covered by the Seller
Financial Statements (and the Additional Financial Statements, as the case may
be); (b) the financial statements and other financial information included in
the Seller Financial Statements (and the Additional Financial Statements, as the
case may be) fairly present in all material respects the financial condition,
results of operations and cash flows of Seller and the Business as of, and for,
the respective periods presented in the Seller Financial Statements (and the
Additional Financial Statements, as the case may be). Except as

                                       6



disclosed on Schedule 2.6(b), the Seller Financial Statements have been (and the
Additional Financial Statements will be) prepared in accordance with GAAP and
reflect the consistent application of GAAP throughout the periods involved,
except as expressly disclosed in the notes to such financial statements and
except for normal year-end adjustments in the case of the unaudited Seller
Financial Statements that were prepared for the seven-month period ended July
31, 2004. Also contained in Schedule 2.6(a) is a descriptive list of all
management letters and management letter responses submitted in connection with
the preparation of the Seller Financial Statements and Seller has previously
delivered copies of all such management letters and management letter responses
to Purchaser. Without limiting any other provision of this Agreement, as to the
Key Officers of Seller for purposes of this Section 2.6 only, a "reasonable
investigation" for purposes of Knowledge shall be deemed to have been made if
each Key Officer has made a "due inquiry" to the Key Persons of Seller and any
such other key employees of Seller as each such Key Officer deems reasonably
appropriate for purposes of making the Seller Financial Statements and the
Additional Financial Statements compliant with Seller's representations and
warranties set forth in this Section 2.6. As used herein, Seller's "Key
Officers" as of the date hereof shall be Mack, Waters and Rowan.

      Section 2.7 Liabilities and Obligations. Schedule 2.7 reflects all
Liabilities of Seller (other than Current Liabilities) that relate to the
Business or the Assets and the operation thereof, arising out of transactions
effected or events occurring on or prior to July 31, 2004 (provided that on the
Closing Date, for purposes of Section 2.7, Section 4.3(a) and Section 4.4(d),
such July 31, 2004 date shall be deemed amended to be the Closing Date) to the
extent Seller has Knowledge of such Liabilities and such Liabilities are not
otherwise disclosed on any other Schedule to this Agreement (and such Schedule
2.7 shall be updated through the Closing Date in the Supplemental Disclosure
Agreement in the manner set forth in Section 5.4 below.) Except as set forth in
any Schedule to this Agreement, Seller is not liable upon or with respect to, or
obligated in any other way to provide funds in respect of or to guarantee or
assume in any manner, any debt, royalty or other obligation or dividend of any
Person other than Seller except to the extent such Seller has no Actual
Knowledge of such liability or obligation and such unknown liability or
obligation would not have a Material Adverse Effect, either individually or in
the aggregate, on the Assets, the Business or the transactions contemplated by
this Agreement, and Seller has no Knowledge of any legitimate basis for the
assertion of any other such Liabilities of any nature or in any amount. Except
as set forth in Schedule 2.7, since December 31, 2003, Seller has not paid any
dividends, or made any distribution to, or in any way compensated or paid
remuneration to, any shareholder or any of their respective affiliates.

      Section 2.8 Title and Use of Assets. Except as set forth on Schedule 2.8,
Seller has, or prior to Closing will have, good, valid and marketable title to
all of the Assets, free and clear of all mortgages, liens, pledges, charges,
security interests, encumbrances or other third party interests of any nature
except for the lien of current taxes or assessments not yet delinquent, liens
and deposits (including mechanics', materialmen's and other liens) arising in
the ordinary course of business securing amounts not yet due and payable, other
Encumbrances that, individually or in the aggregate, do not have a Material
Adverse Effect upon the Assets affected thereby (provided, however, that all
such other Encumbrances will be removed from the Assets prior to the Closing
unless the same are Assumed Liabilities) and, with respect to the Owned Real
Property, the Permitted Encumbrances. Upon consummation of the transactions
contemplated hereby, Purchaser shall, subject to the Assumed Liabilities,
receive good, valid and marketable title to the Assets free and clear of all
security interests, liens, claims and encumbrances, mortgages, pledges,
restrictions, prior assignments and any other similar claims other than for
liens and deposits (including mechanics', materialmen's and other liens) arising
in the ordinary course of business securing amounts not yet due and payable,
and, with respect to the Owned Real Property, the Permitted Encumbrances. Except
as set forth on Schedule 2.8, Seller

                                       7



owns, leases or otherwise possesses a transferable right to use all the Assets
(subject to the Assumed Liabilities) and will transfer all of such rights to
Purchaser at Closing.

      Section 2.9 Commitments. Schedule 2.9 sets forth all Commitments. Except
as set forth in Schedule 2.9 and Schedule 2.5, Seller has not entered into, nor
are the Assets or the business of Seller bound by, whether or not in writing,
any other Commitments. True, correct and complete copies of the Commitments
(including summaries of all oral Commitments), have heretofore been delivered to
Purchaser. To Seller's Knowledge, no events, occurrences, acts or omissions
exist that, with the giving of notice or lapse of time or both, would constitute
material defaults by Seller under the Commitments. No penalties have been
incurred, and there are no amendments pending, with respect to the Commitments.
There are no past defaults of Seller that constitute existing material defaults
by Seller under the Commitments. Except as disclosed on Schedule 2.9 or Schedule
2.5, the Commitments are in full force and effect and are valid and enforceable
obligations of Seller and, to the Knowledge of Seller, the other parties thereto
in accordance with their respective terms, except (i) as rights to indemnity
thereunder may be limited by federal or state securities laws or the public
policies embodied therein, (ii) as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and (iii) as the remedy
of specific performance and other forms of injunctive relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding may be brought; and no defenses, off-sets or counterclaims have been
asserted or, to the Knowledge of Seller, may be legitimately made by any party
thereto, nor has Seller waived any material rights thereunder. Except as
disclosed on Schedule 2.9 or Schedule 2.5, Seller has not received notice of any
default with respect to any Commitment that has not been cured. Except as
disclosed on Schedule 2.9 or Schedule 2.5, Seller has not received notice of any
plan or intention of any other party to any Commitment to exercise any right to
cancel or terminate any Commitment.

      Section 2.10 Patents, Trademarks, Service Marks, Copyrights and
Technology.

                  (a) Seller owns or, to Seller's Knowledge, possesses valid
licenses to use, any software, patents, trademarks, service marks, trade dress,
trade names, assumed or fictitious names and copyrights included in the Assets,
if any, without, to Seller's Knowledge, conflict with the rights of others,
except to the extent that Seller's failure to own, or to have a valid license to
use, any Immaterial IP without conflict with the rights of others would not have
a Material Adverse Effect, either individually or in the aggregate. As used
herein, the term "Immaterial IP" means any software, patents, trademarks,
service marks, trades dress, trade names, assumed or fictitious names and
copyrights not owned by Seller and which, if Seller's ability to use the same in
substantially the same manner in which Seller is using the same in Seller's
ordinary course of business as of, and prior to, the date hereof, was lost or
adversely hindered, would not have a Material Adverse Effect, either
individually or in the aggregate.

                  (b) Set forth in Schedule 2.10 is a description of all (i)
software, domain names, trademarks, trade names, assumed or fictitious business
names, service marks, registered copyrights (if any), patents, and pending
applications for any of the foregoing included in the Assets that are owned or
used by Seller (collectively, "Material IP"); provided, however, Material IP
shall not include, and Seller has no obligation to describe or list on any
Schedule hereto, any Immaterial IP of which Seller has no Actual Knowledge, (ii)
written license agreements in effect as of the date hereof under which Seller
grants any Person rights to use any of the Material IP or to use any of the
Immaterial IP included in the Assets if the license agreement covering such
Immaterial IP is to be an Assumed Liability, (iii) written license agreements
currently in effect pursuant to which Seller obtained the right to use any
Material IP owned by any third Person and to use any Immaterial IP included in
the Assets

                                       8



owned by any third Person if the license agreement covering such Immaterial IP
is to be an Assumed Liability, and (iv) written agreements currently in effect
in which Seller grants or receives to or from any Person the right to use any
Material IP or any Immaterial IP included in the Assets if the license agreement
covering such Immaterial IP is to be an Assumed Liability (except to the extent
Seller has no Actual Knowledge of such Immaterial IP), material know-how or
material process that qualifies as a trade secret under the laws of the state of
Nevada (collectively, the "Proprietary Rights"); provided, however, Schedule
2.10 does not list all of Seller's software licenses for shrink-wrap type
pc-based software that is loaded, or intended to be loaded, separately onto
desk-top or lap-top computers ("Shrink-Wrap Software"), but Schedule 2.10 does
list each Shrink-Wrap Software program utilized by Seller for which Seller must
have a valid license in order to legally install such software on multiple
computers for multiple users and the number of licenses/seats Seller lawfully
possesses for each such program. For avoidance of doubt, "Proprietary Rights"
does not include any rights that are not included in the Assets.

                  (c) Except as set forth in Schedule 2.10, Seller has not
within the two (2) year period immediately preceding the date of this Agreement
granted any Person any rights in any of the Proprietary Rights, and, to Seller's
Knowledge, Seller's use of the Proprietary Rights has not infringed any
trademark, service mark, copyright, patent, trade name or trade secret of any
third Person. Except as set forth in Schedule 2.4 or in any of the agreements
listed on Schedule 2.9 or 2.10, no consent of third parties will be required for
the transfer of the Proprietary Rights to Purchaser upon consummation of the
transactions contemplated hereby. Except as set forth in Schedule 2.4, Schedule
2.9 or Schedule 2.10 (including, without limitation, any of the agreements
listed therein), the Proprietary Rights are, or will on the Closing Date be,
freely transferable, free and clear of all mortgages, licenses, liens, pledges,
charges, security interests, or encumbrances. Except as set forth in Schedule
2.9 or Schedule 2.10 (including, without limitation, any of the agreements
listed therein), Seller has not received any written claim from any Person
claiming to own or hold a license to use any of the Proprietary Rights owned by
Seller, and, to Seller's Knowledge, there is no valid basis for any such claim.
Except as set forth in Schedule 2.10, to Seller's Knowledge, each of the
Proprietary Rights is valid and subsisting, has not been canceled, abandoned or
otherwise terminated and, if applicable, has been duly issued or filed.

                  (d) Seller has not received any claim or been served any
complaint, and, to Seller's Knowledge, no basis for any such claim or complaint
exists and no lawsuit has been filed or threatened, alleging that Seller's use
of any Proprietary Rights has infringed any copyright, patent, trade secret,
trademark, trade name, trade dress or other proprietary rights of any Person.

                  (e) This Section 2.10 sets forth Seller's and Mack's sole
representations or warranties regarding or relating to (i) any infringement or
alleged infringement of any copyright, patent, trade secret, trademark, service
mark or other intellectual property, or (ii) any claim, threat or action
relating to such infringement or alleged infringement. Accordingly, and
notwithstanding any other provision of this Agreement, no such infringement or
alleged infringement (or claim, threat or action relating thereto) shall be
deemed to constitute or give rise to any breach or violation of any
representation, warranty or other provision set forth in any part of this
Agreement other than this Section 2.10. For avoidance of doubt, nothing in this
Section 2.10(e) limits any of the representations or warranties set forth in
this Section 2.10.

      Section 2.11 Trade Secrets and Customer Lists. Except as set forth on
Schedule 2.9 or Schedule 2.10 (including, without limitation, any of the
agreements listed therein) or Schedule 2.11, Seller has the right to use, free
and clear of any claims or rights of others, all of Seller's trade secrets and
customer lists (subject to privacy law restrictions and Seller's privacy related
policies, to the extent such privacy related policies are described on Schedule
2.11) required for the marketing, as is currently being

                                       9



conducted by Seller, of all merchandise and services presently sold or marketed
by Seller (other than merchandise or services solely included in, or solely
associated with, the Excluded Assets) , and except for any claims or rights of
others described or referenced in this Section 2.11 of which Seller has no
Actual Knowledge and which would not have a Material Adverse Effect, either
individually or in the aggregate.

      Section 2.12 Compliance with Laws. Except as set forth on Schedule
2.12(a), Seller, the Assets and the Business are, and for the two full years
prior to the date hereof have been, in compliance with all Applicable Laws,
except for failures to comply with an Applicable Law of which Seller has no
Actual Knowledge and which unknown failures, either individually or in the
aggregate, did not or do not have a Material Adverse Effect. Except as set forth
on Schedule 2.12(a), the PRIMA Client Software (as defined in the form Software
License Agreement attached hereto as Exhibit "F") operates in such a manner so
that all transactions of the Business conducted through such software as of the
date hereof are transacted in compliance with all Applicable Laws, except for
failures to comply with an Applicable Law of which Seller has no Actual
Knowledge and which unknown failures, either individually or in the aggregate,
did not or do not have a Material Adverse Effect. To Seller's Knowledge, Seller
has filed with the proper authorities all necessary statements and reports with
respect to the Assets. Except as set forth on Schedule 2.12(a), no event has
occurred or circumstance exists that (with or without notice or lapse of time)
constitutes or results in a violation by Seller of, or a failure on the part of
Seller to comply with, any Applicable Laws that would affect the Assets, the
Business, the Real Estate, the Assumed Liabilities or Seller, except for
failures to comply with an Applicable Law of which Seller has no Actual
Knowledge and which, either individually or in the aggregate, did not or do not
have a Material Adverse Effect. Except as disclosed on Schedule 2.12(a), Seller
has received no written notice that any of the Real Estate or the premises
thereon is in violation of any Applicable Law. Except as otherwise noted on
Schedule 2.12(b), Seller possesses all necessary licenses, permits and
governmental authorizations that are required by applicable governmental
agencies for Seller to conduct its business in accordance with Applicable Laws,
and all applications required to have been filed for the renewal of such
instruments have been filed on a timely basis with the appropriate governmental
bodies, except where Seller has no Actual Knowledge of the failure to possess
such licenses, permits or governmental authorizations or to file such renewals
and such unknown failure would not, either individually or in the aggregate,
have a Material Adverse Effect. A list of all of Seller's licenses, permits and
governmental authorizations is set forth on Schedule 2.12(b) ("Permits").

      Section 2.13 Litigation. Except as set forth in Schedule 2.13, there are
no lawsuits, proceedings, claims, legal actions or investigations instituted, or
to the Knowledge of Seller threatened, against, related to, or affecting, or
that would relate to or affect, Seller, the Business or any of the Assets or
that would prevent the consummation of the transactions contemplated hereunder
and under the Transaction Documents. To the Knowledge of Seller, no event has
occurred or circumstance exists that is reasonably likely as of the date hereof
to give rise to or serve as a basis for the commencement of any such proceeding.
Seller is not (a) subject to any continuing court or administrative order, writ,
injunction or decree applicable specifically to Seller, the Business or the
Assets, or (b) in default with respect to any such order, writ, injunction or
decree. Schedule 2.13 sets forth a description of all pending or, to the
Knowledge of Seller threatened, actions, suits, proceedings, disputes or
investigations in respect of Seller, setting forth, with respect to each action
or suit, the existence and extent of insurance related thereto.

      Section 2.14 Environmental Matters. With respect to environmental
compliance by Seller, the following representations and warranties are in
addition to, and do not limit, any of the representations and warranties set
forth in Sections 2.12 and 2.13: (a) Seller has not caused or permitted, and to
Seller's Knowledge no other Person has caused or permitted, any release of any
Hazardous Substance on any of

                                       10



the Real Estate that would result in liability under any Applicable Law except
for any immaterial releases of which Seller has no Actual Knowledge and which do
not, either individually or in the aggregate, have a Material Adverse Effect,
and (b) Seller has never stored, processed or disposed of any Hazardous
Substance on any Real Estate except for Hazardous Substances used in the
ordinary course of the Business and any such use of such Hazardous Substances
has been in accordance with all Applicable Laws.

      Section 2.15 Taxes. Other than Purchaser's share of taxes as provided in
Section 5.6.2 and Purchaser's share of Accrued Liabilities as provided in
Section 4.13, Seller has paid, and will hereafter pay, all federal, state and
local income, excise, corporate, franchise, property, sales, use, transaction
privilege, business, occupational, payroll, withholding and other taxes
applicable to Seller, the Assets, the Business or the Liabilities (collectively,
"Taxes") to the extent Purchaser could have liability for such Taxes by reason
of a successor liability statute or similar Applicable Laws or to the extent a
taxing authority could legitimately assert a lien or claim against any of the
Assets after the Closing Date for any unpaid Taxes of Seller. There are no tax
liens on any of the Assets or the Business except for liens for current taxes
and assessments that are not yet delinquent. Notwithstanding anything herein or
elsewhere in this Agreement (including Article VI) to the contrary, Seller makes
no representation regarding, shall not be obligated or required to pay, and
shall not indemnify any of Purchaser's Indemnified Persons for, any amount of
Taxes or related interest or penalties that are first incurred by any of
Purchaser's Indemnified Persons following the Closing.

      Section 2.16 Finder's Fee. Seller has not incurred any obligation for any
finder's, broker's or agent's fee in connection with the transactions
contemplated hereby.

      Section 2.17 No Community Property. Any interest Mack may have in Seller,
the Business or the Assets, if any, represents Mack's sole and separate property
and no other party (except Seller) has any interest in Seller, the Business or
the Assets, whether as an ownership interest, an equity interest, a community
property interest, an interest granted in any agreement or order (including,
without limitation, any prenuptial agreement, settlement agreement, divorce
decree or court order), or any other interest whatsoever.

      Section 2.18 Condition of Tangible Assets. The tangible Assets described
on Schedule 1.0(c), including, without limitation, the inventory, if any, and
the furniture, fixtures and equipment are, and at the Closing will be,
physically present at the respective store and home office locations, with the
exception of those items disposed of in the ordinary course of business prior to
Closing, and in good operating condition and repair, ordinary wear and tear
excepted, and are usable in the ordinary course of the Business.

      Section 2.19 Sufficiency of Assets. The Assets, including any Assets
provided through, or covered by, leases or contracts included in the Assumed
Liabilities, constitute all of the assets, tangible and intangible, of any
nature whatsoever, necessary to operate the Business substantially in the manner
operated by Seller as of the date hereof. Except as set forth in Schedule 2.19
or as expressly provided elsewhere in this Agreement, the Excluded Assets (other
than cash) are not necessary to the operation of the Business as currently
conducted.

      Section 2.20 Real Estate and Leases. With regard to all real estate
(including buildings and improvements) owned or leased by Seller in connection
with the operation of the Business ("Real Estate"), there is disclosed in
Schedule 2.20(a) a list of each parcel of Real Estate. Except for the Charleston
Property and the Boulder Property (collectively, "Owned Real Property") no
Seller Entity owns any Real Estate other than the Home Office Real Estate.
Except for the properties identified as

                                       11



being owned by Mack or an entity owned or controlled by Mack on Schedule 2.20(a)
("Controlled Real Property"), neither Mack nor any entity owned or controlled by
Mack has any interest in any Real Estate on which any of the Business is being
conducted. Except for the Owned Real Property and the Home Office Real Estate,
Seller leases all other Real Estate on which any of the Business is being
conducted pursuant to real estate lease agreements between Seller and a party
with, to Seller's Knowledge, a lawful and unencumbered right to lease such Real
Estate to Seller (collectively, the "Leases"). Except as set forth on Schedule
2.20(a), neither Seller nor any other party to a Lease has given to the other
party written notice of any breach or default thereunder that remains uncured as
of the date hereof. To Seller's Knowledge, neither Seller nor any other party to
any Lease is in material default thereunder. Each Lease and each document that
amends, renews, or supplements each Lease, and all related subordination and
non-disturbance agreements are identified on Schedule 2.9 and Seller has, prior
to the Execution Date, delivered true and complete copies of each Lease and all
of such related documents to Purchaser. Set forth on Schedule 2.20(b) is a
description of each condemnation or eminent domain proceeding that is, to
Seller's Knowledge, pending or threatened against any of the Real Estate.
Schedule 2.20(b) also sets forth a summary description of each construction,
remodeling or renovation project being conducted on any of the Real Estate as of
the date hereof which costs or will cost in excess of $25,000 and all contracts
related to any of such projects are described in Schedule 2.9. With respect to
the Owned Real Property, Seller makes the additional representations and
warranties set forth in the Real Estate Purchase Provisions attached to the
Agreement as Exhibit "I." The parties hereto acknowledge and agree that (i) as
reflected on Schedule 1.0(d) attached hereto, the real estate (the "Home Office
Real Estate") upon which Seller's home office headquarters is situated (commonly
referred to as the property located at 3021 Business Lane, Las Vegas, Nevada
89103) is an Excluded Asset for purposes of this Agreement, and (ii) the Home
Office Real Estate shall be deemed Controlled Real Property and shall be treated
accordingly pursuant to the provisions of this Agreement applicable to
Controlled Real Property. Seller and Mack agree that Seller's interest in the
Home Office Real Estate as of the Execution Date will not be disposed of by
Seller in any manner prior to the Closing Date to any party other than Mack or
an entity controlled by Mack.

      Section 2.21 Buildings and Structures. To Seller's Knowledge, and except
as described on Schedule 2.21 hereto and Exhibit "K" attached hereto, all
buildings, structures and improvements on the Real Estate and all other fixed
assets owned or leased by Seller and used in the Business are structurally sound
with no material defects, are in compliance with all applicable codes,
ordinances and other Applicable Laws (except for any failure to comply with an
Applicable Law to the extent Seller has no Actual Knowledge of such failure to
comply and such unknown failure to comply (individually or in the aggregate) did
not or does not have a material adverse effect on the particular building,
structure, improvement or fixed asset), are in good operating condition and
repair, ordinary wear and tear excepted, and are adequate for the uses to which
they are being put.

      Section 2.22 Collections, Check Cashing and Other Business. Except as
disclosed on Schedule 2.22, all Other Business Activities are being conducted
and transacted in accordance with all Applicable Laws, in accordance with all of
Seller's Policies and Procedures related thereto and in accordance with all
Commitments that relate to such Other Business Activities. Set forth on Schedule
2.22 is a summary description of all Other Business Activities that Seller is
currently performing or has performed in the two (2) year period ending on the
date hereof. Seller has all permits, licenses, approvals and consents necessary
in order for Seller to lawfully conduct the Other Business Activities.

      Section 2.23 Customer Service. A detailed description of all of Seller's
customer reward, layaway, store credit, refund, exchange, merchandise warranty
(express and implied), and all other customer benefits or customer service type
programs, policies and procedures relating to, or covering,

                                       12



any product or service offered to the customers of the Business in existence as
of the date hereof and for the 12 month period prior to the date hereof is set
forth on Schedule 2.23 ("Customer Service Policies"). Except for the Customer
Service Policies described on Schedule 2.23 and except for the express terms of
the Consumer Loan Documents, Seller is not liable to any customer of the
Business for any customer reward, layaway, store credit, refund, exchange,
merchandise warranty (express or implied), or any other customer benefits or
customer service type programs.

      Section 2.24 Absence of Certain Changes. Except as disclosed on Schedule
2.24, since January 1, 2004, there has not been any Material Adverse Change in,
or any event or condition that would reasonably be expected to result in any
material adverse change in, the business, operations, assets, results of
operations, or condition (financial or otherwise) of the Business or the
ownership or operation of the Assets or any material portion thereof, all as the
same are described in this Agreement and the Schedules and Exhibits attached
hereto, other than any changes in economic, regulatory or industry conditions
generally. Additionally, except as disclosed on Schedule 2.24, since January 1,
2004 (i) the Business has been conducted by Seller in the ordinary course
consistent with past practice, (ii) Seller has not, in respect of the Business
or the Assets, incurred any material Liability, engaged in any material
transaction, or entered into any material agreement outside the ordinary course
of business consistent with past practice (other than the Confidentiality
Agreement dated as of June 9, 2004, by and between Purchaser and the Seller
Entities, this Agreement or any document or instrument contemplated hereby), and
(iii) Seller has not suffered any material loss, damage, destruction, or other
casualty to any of the Assets (whether or not covered by insurance), which would
constitute a Material Adverse Effect.

      Section 2.25 Employees. Schedule 2.25 contains a complete and accurate
list of the following information for each officer and employee of Seller
(including each employee on leave of absence, deferral, or layoff status)
(collectively, "Seller's Employees"): name; job title; date of hire; current
rate of pay; accrued but unpaid vacation time; commissions and bonus and other
incentive compensation paid since January 1, 2003 ("Compensation"). Except as
disclosed in Schedule 2.25 and Schedule 2.9, no independent contractors or
consultants are used in the day-to-day operations of the Assets.

                  (a) Seller has not violated, and will not violate as a result
of the transactions set forth in this Agreement, the Worker Adjustment and
Retraining Notification Act (the "WARN Act") or any similar state or local legal
requirement, except to the extent that any such violation would not result in
liability to Purchaser or Seller.

                  (b) To the Knowledge of Seller, no officer, director, agent,
employee, consultant, or contractor of Seller is bound by any contract or
agreement, whether oral or written, that purports to limit the ability of such
officer, director, agent, employee, consultant, or contractor (i) to engage in
or continue or perform any conduct, activity, duties or practice relating to the
Business, or (ii) to assign to Seller or to any other Person any rights to any
invention, improvement, or discovery included in the Assets, except for the
non-competition provisions contained in Seller's employment agreements with Ron
Rowan ("Rowan") and Bryan Waters ("Waters"). To Seller's Knowledge, no former or
current employee of Seller is a party to, or is otherwise bound by, any contract
or agreement, whether oral or written, that in any way adversely affected,
affects, or will affect the ability of Seller or Purchaser to conduct the
Business as heretofore carried on by Seller.

      Section 2.26 Labor Disputes.

                  (a) Except as disclosed in Schedule 2.26, Seller is, and for
the two full years prior to the date hereof has been, in compliance with all
Applicable Laws relating to employment practices, terms and conditions of
employment, equal employment opportunity, nondiscrimination,

                                       13



immigration, wages, hours, benefits, collective bargaining, the payment of
social security and similar taxes and occupational safety and health, except
where Seller does not have Actual Knowledge of the failure to be in compliance
and such unknown failure does not and would not, either individually or in the
aggregate, have a Material Adverse Effect. Except as disclosed on Schedule 2.26,
Seller is not liable for the payment of any taxes, fines, penalties, or other
amounts, however designated, which have been assessed for Seller's failure to
comply with any of the foregoing Applicable Laws.

                  (b) Except as disclosed in Schedule 2.26, (i) Seller has not
been, and is not now, a party to any collective bargaining agreement or other
labor contract, (ii) there has not previously been, there is not presently
pending or existing, and to Seller's Knowledge there is not threatened, any
strike, slowdown, picketing, work stoppage or employee grievance process
involving Seller, (iii) to Seller's Knowledge no event has occurred or
circumstance exists as of the date hereof that would reasonably be expected to
provide the basis for any work stoppage or other labor dispute, (iv) there is
not pending or, to Seller's Knowledge, threatened against or affecting Seller,
any proceeding relating to the alleged violation of any Applicable Laws
pertaining to labor relations or employment matters, including any charge or
complaint filed with the National Labor Relations Board or any comparable
governmental body, and there is no organizational activity or other labor
dispute against or affecting Seller or the Business, (v) no application or
petition for an election of, or for certification of, a collective bargaining
agent is pending, (vi) no labor related grievance or arbitration proceeding
exists that might have a Material Adverse Effect, (vii) there is no lockout of
any employees by Seller, and no such action is contemplated by Seller, and
(viii) there has been no charge of discrimination filed against or, to Seller's
Knowledge, threatened against Seller with the Equal Employment Opportunity
Commission or any similar governmental body.

      Section 2.27 Employee Benefits.

                  (a) Set forth in Schedule 2.27 is a complete and correct list
of (a) all "employee benefit plans" as defined by Section 3(3) of ERISA, and (b)
any other material plan, fund, program, policy, arrangement, practice, custom
and understanding (whether written or oral) which provides or have provided
benefits or economic value to Seller's (or Seller's affiliates') employees or
former employees (and/or their dependents), including, without limitation,
bonus, commissions, incentive-compensation, deferred-compensation,
profit-sharing, stock-option, stock-appreciation-right, stock-bonus,
stock-purchase, employee-stock-ownership, savings, severance, change-in-control,
supplemental-unemployment, layoff, salary-continuation, retirement, pension,
health, life-insurance, disability, accident, group-insurance, vacation,
holiday, sick-leave, fringe-benefit or welfare plan, any other employee
compensation or benefit plans and any trusts or escrows related to any of the
foregoing (whether qualified or nonqualified, written or unwritten) and which is
currently maintained by Seller (or Seller's affiliates) for the benefit of
Seller's (or Seller's affiliates') employees or former employees (and/or their
dependants) or for which Seller (or Seller's affiliates) has (have) any current
liability or obligation with respect to any of Seller's (or Seller's
affiliates') employees or former employees (and/or their dependants), regardless
of how (or whether) liabilities for the provision of benefits are accrued or
assets are acquired or dedicated with respect to the funding thereof
(collectively the "Employee Plans").

                  (b) Seller has delivered, or will before Closing deliver, to
Purchaser true, accurate and complete copies of (i) all collective bargaining
agreements pursuant to which contributions to any Employee Plan(s) have been
made or obligations incurred (including both pension and welfare benefits) by
Seller within the past two (2) years, and all collective bargaining agreements
pursuant to which contributions are being made or obligations are owed by
Seller; and (ii) all summary plan descriptions, summaries of material
modifications, employee handbooks and other material written communications
regarding the Employee Plans. Seller has prior to the Execution Date delivered
to

                                       14



Purchaser the documents comprising each Employee Plan (or, with respect to any
Employee Plan which is unwritten, a summary written description of eligibility,
participation, benefits, funding arrangements, assets and any other matters
which relate to said Employee Plan).

                  (c) During the past five years, neither Seller nor any of its
"ERISA Affiliates" have made or been required to make contributions to any
"multiemployer plan," as defined in Section 3(37) of ERISA. With respect to the
Employee Plans, Seller and all of the ERISA Affiliates of Seller have paid and
discharged promptly when due all liabilities and obligations arising under ERISA
or the Internal Revenue Code of 1986, as amended, and the rules and regulations
thereunder (the "Code") of a character which if unpaid or unperformed might
result in the imposition of a lien against any of the Assets. For purposes of
this Section only, an "ERISA Affiliate" of any Person means any other Person
who, together with such Person, would be treated as a single employer under
Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA.

                  (d) Seller has maintained workers' compensation coverage as
required by applicable state law in each State in which Seller conducts business
through each such State's applicable workers' compensation rules and regulations
and not by self-insurance or otherwise.

      Section 2.28 Product Liability. There are no actions, suits, inquiries,
proceedings or investigations by or before any court or governmental or other
regulatory or administrative agency or commission pending or, to the Knowledge
of Seller, threatened, against or involving Seller relating to any product
alleged to have been manufactured or sold by Seller and alleged to have been
defective or improperly designed or manufactured, which, if adversely decided,
would have, either individually or in the aggregate, a Material Adverse Effect.

      Section 2.29 Intentionally Deleted.

      Section 2.30 Intentionally Deleted.

      Section 2.31 Books and Records. The books of account and other financial
records of Seller, all of which have been made available to Purchaser, are
complete, accurate and correct in all material respects and represent actual,
bona fide transactions and have been maintained in accordance with consistent
business practices. Schedule 2.31 hereof also sets forth (i) the name of each
bank, savings institution or other Person with which Seller has an account, and
(ii) the names of all Persons, if any, holding powers of attorney from Seller
and a summary statement of the terms thereof.

      Section 2.32 Insurance. Schedule 2.32 sets forth a complete list of all
policies of, or binders for, fire, property, casualty, boiler, builder's risk,
business interruption, flood, plate glass, general liability, public liability,
employer's liability, worker's compensation, theft, burglary, employee
dishonesty, employment practices and all other forms of insurance, bonds or
sureties owned or held by Seller. All such policies, or binders thereof, are in
full force and effect, all premiums with respect thereto covering all periods up
to and including the respective dates set forth in Schedule 2.32 have been paid,
and no notice of cancellation or termination has been received with respect to
any such policy or binder. Such policies or binders (i) to Seller's Knowledge,
are sufficient for compliance with all requirements of law currently applicable
to Seller and of all agreements to which Seller is a party or by which Seller is
bound, (ii) to Seller's Knowledge, provide insurance coverage adequate for the
Assets and operations of Seller, and (iii) will remain in full force and effect
through the Closing Date. Schedule 2.32 also identifies all risks that Seller
has designated as being self-insured. Seller has delivered certificates of
insurance in compliance with the terms of all agreements to which Seller is a

                                       15



party or by which Seller is bound to the extent such agreements require Seller
to deliver any such certificates of insurance to any party.

      Section 2.33 Privacy. With respect to the operation of the Business,
Seller is in compliance with all aspects of the Gramm-Leach-Bliley Act and,
since the inception of such act, has delivered privacy notices to each of its
customers to whom such act requires privacy notices to be delivered, except for
any failures to comply with such act to the extent such Seller has no Actual
Knowledge of such failures to comply and such unknown failures to comply, either
individually or in the aggregate, did not or do not have a Material Adverse
Effect. Copies of the form of all privacy disclosure notices Seller has
delivered to its customers during the two year period ending on the date hereof,
together with a general description of the types of Seller's customers that
received each of such notice forms and the general time frame during Seller's
relationship with each type of customer when Seller delivered such notices to
such customers is set forth on Schedule 2.33.

      Section 2.34 Policies and Procedures. All of Seller's employee policies,
employee procedures, employee handbooks, employee guides or instructions,
operations manuals, firearm transaction procedures, software user manuals or any
similar documents or procedures, whether the same are written, oral or
electronic, are described on Schedule 2.34 ("Policies and Procedures"). Seller
has in place a comprehensive written Anti-Money Laundering Compliance Program,
and except as disclosed on Schedule 2.12(a) such program complies with all
Applicable Laws and Seller has at all times complied with such program and
Applicable Laws, except for any failures to comply with the same to the extent
Seller has no Actual Knowledge of such failures to comply and such unknown
failures to comply, either individually or in the aggregate, did not or do not
have a Material Adverse Effect. Seller's Anti-Money Laundering Compliance
Program is a part of the Policies and Procedures. Seller has previously
delivered full, true and complete copies of all Policies and Procedures to
Purchaser. To Seller's Knowledge and except as disclosed on Schedule 2.12(a),
the Business is being operated in compliance with all such Policies and
Procedures, except for any failures to comply with such Policies and Procedures
to the extent such failures to comply, either individually or in the aggregate,
did not or do not have a Material Adverse Effect.

      Section 2.35 Franchising. Except for the franchises described on Schedule
2.35 (the "Franchises"), Seller has not sold to any Person a "franchise" or
"business opportunity" as those terms are defined in the Trade Regulation Rule
on Franchising promulgated by the Federal Trade Commission or any applicable
state business opportunity or franchise law. For each of the Franchises, Seller
is a party to franchise agreements (each a "Franchise Agreement") with each of
Seller's franchisees that own and operate such Franchises. Each Franchise
Agreement is a Commitment, is described on Schedule 2.9 and is in full force and
effect. Seller is not and, to Seller's Knowledge, no other party to a Franchise
Agreement is, in default in any material respect under any Franchise Agreement
nor has any event occurred which with the passage of time or the giving of
notice or both would constitute such a default. Each Franchise Agreement, and
all amendments, supplements or other agreements related thereto, is described on
Schedule 2.9 and Seller has, prior to the Execution Date, delivered true and
complete copies of each Franchise Agreement and all amendments or supplements or
other documents related thereto to Purchaser. Seller has previously delivered to
Purchaser all versions of Seller's Uniform Franchise Offering Circular used in
the Business since the 30th business day prior to the execution date of the
first Franchise Agreement Seller ever executed, except as described on Schedule
2.35 attached hereto. Each Franchise was sold, and each Franchise Agreement was
executed, in compliance with all Applicable Laws and all offers Seller has made
to prospective franchisees have been made in compliance with all Applicable
Laws, except for any failures to comply of which Seller has no Actual Knowledge
as of the date hereof and to the extent such unknown failures to comply, either
individually or in the aggregate, did not or do not have a Material Adverse
Effect. Except as described on Schedule

                                       16



2.35 attached hereto, Seller has previously delivered to Purchaser all UFOC
Receipts signed by the franchisees under the Franchise Agreements and all UFOC
Receipts signed by Seller's prospective franchisees (and their guarantors) since
January 1, 2000, together with copies of all State applications, filings,
registrations and exemptions made or received by Seller during such period in
connection with Seller obtaining the lawful right to offer and sell franchises
in each State in which Seller has offered or sold franchises during such period.
All of the Franchises were offered and sold in compliance with all Applicable
Laws, including, without limitation, all franchise disclosure and registration
laws, except for any failures to comply to the extent Seller has no Actual
Knowledge of such failures to comply, and such unknown failures either
individually or in the aggregate, did not or do not have a Material Adverse
Effect. During the term of each Franchise Agreement, Seller's relationship with
each Franchise owner has been conducted in compliance with all Applicable Laws,
except for any failures to comply of which Seller has no Actual Knowledge and
such unknown failures to comply, either individually or in the aggregate did not
or do not have a Material Adverse Effect. Except as set forth on Schedule 2.35,
the Franchises constitute all of the franchises ever sold by Seller and Seller
has never terminated any franchise relationship.

      Section 2.36 Intentionally omitted.

      Section 2.37 Bulk Sale. Purchaser will suffer no loss, cost or expense
because of the non-compliance, if any, of the parties hereto with any bulk
sale/transfer statute or law.

      Section 2.38 Disclosure.

                  (a) The representations and warranties made by Seller in this
Agreement, the express representations and warranties, if any, made by Seller in
the other Transaction Documents, and the statements contained in the Schedules
to this Agreement are true and correct in all material respects, state all
material facts related thereto and do not omit, or fail to state, a material
fact necessary to make any of such representations and warranties or statements
herein or therein, in light of the circumstances in which they were made, not
misleading.

                  (b) Seller does not have Knowledge of any fact that has
specific application to Seller (other than general economic, regulatory or
industry conditions) that would have a Material Adverse Effect or, to Seller's
Knowledge, could reasonably be expected to have a Material Adverse Effect as to
the Assets, that has not been set forth in this Agreement, or the Schedules or
Exhibits hereto.

                  (c) Any information disclosed on any individual Schedule to
this Agreement shall be deemed to be disclosed and incorporated in any other
schedule to this Agreement where such disclosure would on its face reasonably
relate to such other Schedule. Disclosure of any information or document on a
Schedule is not a statement or admission that it is material or required to be
disclosed. Descriptions of any document contained on the Schedules do not
purport to be complete and are qualified in their entirety by the document
itself.

                  (d) Seller does not have Actual Knowledge of any facts, events
or circumstances that would cause any of Purchaser's representations and
warranties contained in this Agreement to be untrue.

      Section 2.39 Investment Representations.

                  (a) The Shares to be received by Camco pursuant to this
Agreement will be acquired for investment for Camco's own account, not as a
nominee or agent for any unrelated third

                                       17



party, and not with a view to the resale or distribution of any part thereof to
any unrelated third party, and Camco has no present intention of selling,
granting any participation in, or otherwise distributing the same, to any
unrelated third party, but subject to the ability of Camco to transfer shares to
an affiliate (within the meaning of Rule 405 promulgated under the Securities
Act of 1933, as amended (the "Securities Act")) of Camco. Seller and Mack
(collectively, the "Seller Group") have no need for liquidity related to Camco's
acquisition of the Shares.

                  (b) The Seller Group, or a representative thereof, has
received and read or reviewed, and is familiar with, this Agreement and the
other agreements executed in connection with this Agreement and confirms that
all documents, books and records pertaining to Camco's investment in the Shares
and requested by the Seller Group have been made available.

                  (c) The Seller Group has had an opportunity to ask questions
and receive answers from Purchaser regarding the terms and conditions of the
offering of the Shares and about other information, documents and records
relative to Purchaser's business assets, financial condition, results of
operations and liabilities.

                  (d) Each member of the Seller Group is an experienced investor
in securities and acknowledges that it can bear the complete economic risk of
its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Shares, and each also is an "accredited investor" within the meaning of
Rule 501(a) promulgated under the Securities Act.

                  (e) The acquisition of the Shares by Camco is consistent with
the general investment objectives of the Seller Group. The Seller Group
understands that the acquisition of the Shares by Camco involves a high degree
of risk.

                  (f) The Seller Group understands that the Shares Camco is
acquiring pursuant to this Agreement are characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from Purchaser in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may not be
resold without registration under the Securities Act and applicable state
securities laws, except in certain limited circumstances. The Seller Group
further understands that the Share certificates will bear a legend reflecting
such limitations. In this connection, the Seller Group represents that it is
familiar with Rule 144 under the Securities Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.
The Seller Group agrees that in no event will Camco make any other transfer or
disposition of any of the Shares unless and until, if requested by Purchaser, it
shall have furnished to Purchaser (at the expense of the Seller Group or Camco's
transferee) an opinion of counsel or other evidence, reasonably satisfactory to
Purchaser, to the effect that such transfer may be made without restrictions
under the Securities Act. The Seller Group understands that Purchaser is under
no obligation to register any of the securities sold hereunder.

                  (g) The Seller Group further understands that the Shares shall
be placed in escrow and released in accordance with the terms and conditions of
the Escrow Agreement; provided, however, that during the term of the Escrow
Agreement Seller shall be entitled to receive any dividends distributed on
account of such Shares being held by the Escrow Agent under the Escrow Agreement
and during such time Seller shall be entitled to vote such Shares as applicable.

                                       18



                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller and Mack that the following are true
and correct as of the date hereof:

      Section 3.1 Organization and Good Standing. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Texas, with all requisite corporate power and authority to carry on the
business in which it is engaged, to own or hold under lease its properties and
assets, to execute and deliver this Agreement and the other Transaction
Documents and to consummate the transactions contemplated hereby and thereby.
Purchaser, or an assignee of Purchaser permitted under Section 7.5, is, or will
be, duly qualified to do business as a foreign corporation in, and is, or will
be, in good standing under the laws of each state or other jurisdiction in which
either the ownership or use of the properties owned by it, or the nature of the
activities conducted by it, requires such qualification.

      Section 3.2 Authorization and Validity. Purchaser has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement
and the other Transaction Documents and to perform its obligations under this
Agreement and the other Transaction Documents. This Agreement has been, and the
other Transaction Documents will be at the Closing, duly executed and delivered
by Purchaser and will be duly authorized by all necessary action by Purchaser's
board of directors as of the Closing Date. No approval of Purchaser's
shareholders is required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby. This
Agreement constitutes, and the other Transaction Documents at the Closing will
constitute, legal, valid and binding obligations of Purchaser, enforceable
against Purchaser in accordance with their respective terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

      Section 3.3 No Violation. Neither the execution, delivery or performance
of this Agreement or the Transaction Documents nor the consummation of the
transactions contemplated hereby or thereby will (a) conflict with, or result in
a violation or breach of the terms, conditions and provisions of, or constitute
a default under, the Articles of Incorporation or bylaws of Purchaser or any
agreement, indenture or other instrument under which Purchaser is bound, or (b)
violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over Purchaser or the properties or assets of Purchaser.

      Section 3.4 Consents. Except as expressly provided in this Agreement to
the contrary, no consent, authorization, approval, permit or license of, or
filing with, any governmental or public body or authority, any lender or lessor
or any other Person is or will be required to authorize, or is or will be
required in connection with, the execution, delivery and performance of this
Agreement or the Transaction Documents and the consummation of the transactions
contemplated thereby on the part of Purchaser.

      Section 3.5 Finder's Fee. Purchaser has not incurred any obligation for
any finder's, broker's or agent's fee in connection with the transactions
contemplated hereby.

      Section 3.6 Litigation. There are no lawsuits, proceedings, claims, legal
actions or investigations instituted, or to the Knowledge of Purchaser
threatened, against, related to, or affecting, or that would prevent the
consummation of, the transactions contemplated hereunder and under the
Transaction Documents. To the Knowledge of Purchaser, no event has occurred or
circumstance exists

                                       19



that is reasonably likely as of the date hereof to give rise to, or serve as a
basis for, the commencement of any such proceeding.

      Section 3.7 Purchaser's Common Stock. The issuance of the Shares pursuant
to this Agreement is not and will not be subject to any preemptive rights,
rights of first refusal, subscription or similar rights that have not been
properly waived. Subject to the truth and correctness of the representations and
warranties contained in Section 2.39 and to the Seller Group's compliance with
the agreements contained therein, the Shares to be issued pursuant to this
Agreement have been duly authorized, and when issued pursuant to the terms of
this Agreement will be validly issued and outstanding, fully paid and
non-assessable and free from any lien or encumbrance (including any pre-emptive
rights) and such Shares will be approved for listing on the New York Stock
Exchange, subject to official notice of issuance.

      Section 3.8 Issuance Valid. Subject to the truth and correctness of the
representations and warranties contained in Section 2.39 and to the Seller
Group's compliance with the agreements contained therein, the issuance of the
Shares will be exempt from the registration requirements of the Securities Act
and will have been registered or qualified (or are exempt from registration and
qualification) under the registration, permit or qualification requirements of
all applicable state securities laws.

      Section 3.9 SEC Filings. Purchaser has filed with the U.S. Securities and
Exchange Commission (the "SEC") all required forms, reports and documents,
together with any required amendments, since January 1, 2002 (all such forms,
reports and documents, collectively, the "SEC Filings"). As of their respective
dates, to the Knowledge of the Chief Officers of Purchaser, (a) the SEC Filings
do not contain any untrue statements of any material facts or omit to state any
material facts necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the respective periods covered by the SEC Filings; (b) the financial
statements and other financial information included in the SEC Filings fairly
present in all material respects the financial condition, results of operations
and cash flows of Purchaser as of, and for, the respective periods presented in
the SEC Filings; and (c) the SEC Filings comply in all material respects with
the applicable requirements of the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder. Without limiting any other provision of this
Agreement, as to the Chief Officers of Purchaser for purposes of this Section
3.9 only, a "reasonable investigation" for purposes of Knowledge shall be deemed
to have been made if each Chief Officer has made a "due inquiry" to the Key
Persons of Purchaser and any such other key employees of Purchaser as each such
Chief Officer deems reasonably appropriate for purposes of making the SEC
Filings. As used herein, Purchaser's "Chief Officers" as of the date hereof
shall be Purchaser's President, Chief Executive Officer and Chief Financial
Officer.

      Section 3.10 Financing Ability. At the Closing Purchaser will have
sufficient funds to consummate the transactions contemplated by this Agreement
and pay the Purchase Consideration.

      Section 3.11 Disclosure.

                  (a) The representations and warranties made by Purchaser in
this Agreement and the express representations and warranties, if any, made by
Purchaser in the other Transaction Documents, are true and correct in all
material respects, state all material facts related thereto and do not omit, or
fail to state, a material fact necessary to make any of such representations and
warranties or statements herein or therein, in light of the circumstances in
which they were made, not misleading.

                                       20



                  (b) Purchaser does not have Knowledge of any fact that has
specific application to Purchaser (other than general economic, regulatory or
industry conditions) that would have a Purchaser Material Adverse Effect or, to
Purchaser's Knowledge, could reasonably be expected to have a Purchaser Material
Adverse Effect, that has not been set forth in this Agreement or the Exhibits
hereto.

                  (c) Purchaser does not have Actual Knowledge of any facts,
events or circumstances that would cause any of Seller's representations and
warranties contained in this Agreement to be untrue.

                                   ARTICLE IV
                                     CLOSING

      Section 4.1 Closing. Subject to the terms of Section 4.6 below, the
closing of the transactions contemplated under this Agreement (the "Closing")
shall take place at approximately 2:00 p.m. (Texas time) on or before the later
to occur of (a) October 31, 2004; or (b) seven (7) days after all of the
conditions set forth in Sections 4.2 and 4.3 below have been satisfied or
fulfilled or waived (the "Closing Date"). The Closing shall be conducted at the
offices of Cash America International, Inc., 1600 W. 7th Street, Fort Worth, TX
76102, or such other time, date and place as the parties shall agree.

      Section 4.2 Seller's Conditions. The obligation of Seller to consummate
the transactions contemplated under this Agreement is subject to the
satisfaction, prior to or at the Closing, of the following conditions (any of
which may be waived by Seller, in whole or in part):

                  (a) Representations and Warranties True. The representations
and warranties of Purchaser contained in Article III hereof shall be true and
correct in all material respects (provided that each of the representations and
warranties in Section 3.2 and each of the representations and warranties of
Purchaser that contains an express materiality qualification must be accurate in
all respects) as of the date of this Agreement and at and as of the Closing Date
as though then made and, in the case of representations and warranties made as
of a specified date earlier than the Closing Date, on and as of such earlier
date.

                  (b) No Purchaser Material Adverse Change. No Purchaser
Material Adverse Change shall have occurred.

                  (c) Consents.

                        (i) Purchaser shall have received the approval of this
transaction from Purchaser's Board of Directors, and such approval shall be in
full force and effect; and

                        (ii) Written consents or approvals shall have been
obtained by Seller and/or Purchaser from each party identified in Section 2.9 as
a party from whom consent is required in order to effectively transfer any of
the Assumed Liabilities to Purchaser at the Closing unless (a) Purchaser agrees
to accept the Liability in question as an Assumed Liability without first
obtaining such required consent, or (b) Purchaser and Seller enter into a
mutually satisfactory arrangement (with both parties acting reasonably,
diligently and in good faith to reach such an arrangement) governing their
respective post-Closing rights and obligations relating to the fact that they
were unable to obtain the applicable consent prior to the Closing, with such
post-Closing arrangement to be determined in accordance with the terms of
Section 4.12 below.

                                       21



                  (d) Purchaser's Performance.

                        (i) All of the covenants and obligations that Purchaser
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been performed and complied
with in all material respects; and

                        (ii) Purchaser must have delivered each of the documents
required to be delivered by it, and made each of the payments required to be
made by it, pursuant to Section 4.5.

                  (e) WARN Act Notice Periods. Any and all requisite notice
periods under the Warn Act shall have expired.

                  (f) No Change in Legal Requirements. There shall not be in
effect any federal, state, local, or foreign or other law, ordinance, regulation
or statute or any injunction that prevents consummation of any of the
transactions contemplated by this Agreement.

                  (g) Legal Proceedings. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or enforced by any governmental entity which prohibits, restrains,
enjoins, restricts or makes illegal the consummation of the transactions
contemplated by this Agreement.

                  (h) Supplemental Disclosure Agreement. Seller being satisfied,
in Seller's reasonable discretion, with the form and substance of the
Supplemental Disclosure Agreement.

                  (i) Hart-Scott-Rodino Approval. Purchaser and Seller shall
have received approval of the transaction contemplated hereby from the
Department of Justice and/or the Federal Trade Commission either through the
expiration or the early termination of the applicable waiting period under the
federal Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act").

                  (j) NYSE Listing. The Shares shall have been approved for
listing on the New York Stock Exchange, subject to official notice of issuance.

      Section 4.3 Purchaser's Conditions. The obligation of Purchaser to
consummate the transactions contemplated under this Agreement is subject to the
satisfaction, prior to or at the Closing, of the following conditions (any of
which may be waived by Purchaser, in whole or in part):

                  (a) Representations, Warranties and Covenants True. The
representations and warranties of Seller contained in Article II hereof shall be
true and correct in all material respects (provided that each of the
representations and warranties in Sections 2.2 and 2.39 and each of the
representations and warranties that contains an express materiality
qualification must be accurate in all respects) as of the date of this Agreement
and at and as of the Closing Date as though then made, and, in the case of
representations and warranties made as of a specified date earlier than the
Closing Date, on and as of such earlier date, and the covenants set forth in
Sections 5.1 and 5.2 shall have been complied with in all material respects.

                  (b) No Material Adverse Change. No Material Adverse Change
shall have occurred.

                  (c) Consents. Written consents or approvals shall have been
obtained by Seller and Purchaser from each party described in Section 2.4, as
necessary, and Section 2.9, as

                                       22



necessary, and must be in full force and effect, including, without limitation,
the approval of this Agreement and the transactions contemplated hereby by the
respective Boards of Directors of SuperPawn and Camco, and by the required
amount of SuperPawn's and Camco's respective shareholders, all as determined by
relevant securities laws and their respective articles of incorporation and
bylaws. Additionally, any party with a lien, claim or security interest covering
or affecting any or all of the Assets shall have released, or agreed to release,
on or prior to the Closing Date, all such liens, claims or security interests,
except to the extent such liens, claims or security interests are Assumed
Liabilities.

                  (d) Seller's Performance.

                        (i) All of the covenants and obligations that Seller and
Mack are required to perform or to comply with pursuant to this Agreement at or
prior to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been duly performed and
complied with in all material respects; and

                        (ii) Seller and Mack must have delivered each of the
documents required to be delivered by them pursuant to Section 4.4.

                  (e) WARN Act Notice Periods. Any and all requisite notice
periods under the Warn Act shall have expired.

                  (f) Legal Proceedings. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or enforced by any governmental entity which prohibits, restrains,
enjoins, restricts or makes illegal the consummation of the transactions
contemplated by this Agreement.

                  (g) Third Party Approvals and Estoppels. Purchaser and Seller
shall have received all such approvals necessary to consummate the transaction
contemplated hereby, including, without limitation, (w) consents to assignment
of each Commitment that is an Assumed Liability to the extent such Commitment
requires the consent of any party not a party hereto in order for an assignment
of such Commitment from Seller to Purchaser to be effective (the "Contract
Assignment Consents"), with such Contract Assignment Consents to be in form and
substance reasonably satisfactory to Purchaser and Seller (or in the absence of
any particular Contract Assignment Consent, Seller and Purchaser shall have
entered into a satisfactory arrangement pursuant to Section 4.12 below), (x)
estoppel certificates ("Estoppels") in form and substance reasonably
satisfactory to Purchaser, from at least 50% of the landlords for each Shop
location that is not situated on Controlled Real Estate, (y) the written
approval of the parties whose approval may be required under Purchaser's various
credit agreements and other material contracts, other than agreements with
Seller's franchisees, and (z) all permits and licenses from all Federal, State
and local governing authorities that are necessary for Purchaser to commence
operating the Business on the Closing Date. Additionally, between the Execution
Date and the Closing Date, Seller and Purchaser will use their best and good
faith efforts to obtain consents and Estoppels from each of Seller's
franchisees, landlords and third parties to any other material Commitment that
is an Assumed Liability, as the requirements for such consents and Estoppels are
more particularly described on Schedule 4.3(g) hereto. Except as expressly
provided in this Section above and except as expressly provided in Schedule
4.3(g) to the contrary, (i) the ability of Seller to obtain any such consent
shall not be a condition to Closing, and (ii) Seller's sole obligation is to use
its best and good faith efforts to obtain any such consent described on Schedule
4.3(g).

                                       23



                  (h) Employment. Purchaser shall have been provided access to
Seller's employee files and shall have received confirmation, in form and
substance reasonably satisfactory to Purchaser, that no less than 50% of
Seller's field level employees will become employees of Purchaser on the Closing
Date, with the terms of such employment to be reasonably satisfactory to
Purchaser.

                  (i) Intentionally Omitted.

                  (j) Supplemental Disclosure Agreement. Purchaser being
satisfied, in Purchaser's reasonable discretion, with the form and substance of
the Supplemental Disclosure Agreement.

                  (k) Seller's Debts. Purchaser being reasonably satisfied that
all Liabilities of Seller that are secured by, create, or otherwise result in
the filing, creation or perfection of any, liens, security interests or any
other interest in the Assets will be paid in full on or before the Closing Date,
including the payment of any prepayment penalties or fees.

                  (l) Hart-Scott-Rodino Approval. Purchaser and Seller shall
have received approval of the transaction contemplated hereby from the
Department of Justice and/or the Federal Trade Commission either through the
expiration or the early termination of the applicable waiting period under the
HSR Act.

                  (m) Seller's Minimum Asset Levels. On the Closing Date, the
pawnshop locations of Seller, Seller's wholesale facility and Seller's central
inventory location (each a "Shop") shall have a combined aggregate pawn loan
balance of $26,500,000 and a combined aggregate inventory balance of
$12,750,000. Additionally, each Shop shall have no less than 75% of the pawn
loan balance and inventory balance set forth for each such Shop on Exhibit "J"
attached hereto, which lists the pawn loan balances and inventory balances as of
July 31, 2004; provided, however, if for any reason other than for a breach of
this Agreement by Seller, the Closing Date occurs after December 15, 2004, the
$12,750,000 amount described above shall thereafter be reduced to $12,250,000;
and provided further, however, if for any reason other than for a breach of this
Agreement by Seller, the Closing Date occurs after January 15, 2005, the
$26,500,000 amount described above shall thereafter be reduced to $25,500,000.
The term "Shop" shall mean only the Shops owned and operated by Camco and shall
not include any franchised locations.

                  (n) Deferred Maintenance. Seller shall have completed all of
the deferred maintenance items described on Exhibit "K" attached hereto in a
good and workmanlike manner, as reasonably determined by Purchaser and Seller
with both parties acting reasonably and in good faith.

                  (o) Additional Seller's Financial Statements. Purchaser being
delivered no later than ten (10) business days prior to the Closing Date
Seller's trial balances, unaudited balance sheet and unaudited statements of
income, retained earnings and cash flows for the period beginning on January 1,
2004 and ending on the last day of (a) the last full calendar month prior to the
Closing Date if the Closing occurs between the 15th and the last day of the
month, or (b) the next to last full calendar month prior to the Closing Date if
the Closing occurs between the 1st and 14th day of the month unless such trial
balances, unaudited balance sheet and unaudited statements of income, retained
earnings and cash flows are then available in the ordinary course of Seller's
business for the last full calendar month prior to the Closing Date (the
"Additional Financial Statements"), with Purchaser being satisfied, in
Purchaser's reasonable discretion, that such Additional Financial Statements do
not indicate or reflect a Material Adverse Change in the Business during the
period between January 1, 2004 and the Closing Date.

                                       24



                  (p) IT Review. The IT Review shall not have revealed any
significant deficiencies in the systems and controls of Seller's information
systems.

      Section 4.4 Seller's Closing Deliveries. At the Closing, Seller shall
deliver, or cause to be delivered to Purchaser all of the following documents in
form and substance satisfactory to Purchaser:

                  (a) A certificate from each Seller Entity's secretary
certifying as to the names and true signatures of the officers of such
secretary's respective Seller Entity authorized to sign this Agreement and the
other Transaction Documents to be delivered hereunder by such secretary's
respective Seller Entity;

                  (b) Copies of (i) the resolutions duly adopted by the
shareholders and board of directors of Camco authorizing the execution, delivery
and performance of this Agreement and each of the other Transaction Documents by
Camco, and authorizing the consummation of all of the other transactions
hereunder and thereunder by Camco, and (ii) the articles of incorporation and
bylaws of Camco, each of the foregoing resolutions and documents certified as
true, complete and accurate as of the Closing Date by the secretary of Camco;

                  (c) Copies of (i) the resolutions duly adopted by the
shareholders and board of directors of SuperPawn authorizing the execution,
delivery and performance of this Agreement and each of the other Transaction
Documents by SuperPawn, and authorizing the consummation of all of the other
transactions hereunder and thereunder by SuperPawn, and (ii) the articles of
incorporation and bylaws of SuperPawn, each of the foregoing resolutions and
documents certified as true, complete and accurate as of the Closing Date by the
secretary of SuperPawn;

                  (d) A certificate dated as of the Closing Date executed by
Mack and an officer of each Seller Entity, each certifying that the conditions
specified in Section 4.2 that are not otherwise waived in writing by Seller and
Mack have been fully satisfied or waived by Seller and Mack and that the
representations and warranties made by Seller and Mack in this Agreement are
true and correct as of the Closing Date;

                  (e) An original copy of the Bill of Sale, in the form of
Exhibit "A" attached hereto and incorporated herein by this reference, signed by
Seller (the "Bill of Sale");

                  (f) An original copy of the Assignment and Assumption
Agreement in the form of Exhibit "B" attached hereto and incorporated herein by
this reference signed by Seller (the "Global Assignment");

                  (g) An original copy of the Loan Assignment and Assumption
Agreement in the form of Exhibit "C" attached hereto and incorporated herein by
this reference signed by Seller (the "Loan Assignment");

                  (h) An original copy of the Non-Competition Agreement in the
form of Exhibit "D" attached hereto and incorporated herein by this reference,
signed by Seller, Mack, Waters, Rowan, and Marco Herrera (the "Non-Competition
Agreement");

                  (i) An original copy of the Escrow Agreement in the form of
Exhibit "E" attached hereto and incorporated herein by this reference signed by
Seller and Mack ("Escrow Agreement");

                                       25



                  (j) An original copy of the Master Ztrading Services and
License Agreement and its accompanying Terms and Conditions Addendum, Service
Level Addendum, Drop Services Addendum and Internet Sales Addendum, all in the
form of Exhibit "F" attached hereto and incorporated herein by this reference,
signed by Ztrading Industries, LLC, Seller and Mack (collectively, the "Software
License Agreement");

                  (k) An original copy of a Lease Agreement for each parcel of
Controlled Real Estate (there is to be a separate Lease Agreement for each piece
of Controlled Real Estate) in the form of Exhibit "G" attached hereto and
incorporated herein by this reference, each signed by the applicable landlord
thereunder (each such Lease Agreement is referred to herein as a "Controlled
Lease" and each Controlled Lease shall reflect the initial lease term base rent
amounts applicable to each parcel of Controlled Real Estate set forth on Exhibit
"H" attached hereto);

                  (l) Original copies of each Contract Assignment Consent and of
each Estoppel, to the extent the Estoppels are actually received by Seller, in
form and substance reasonably satisfactory to Purchaser and Seller;

                  (m) The Realty Conveyance Documents, signed by Seller, as
applicable;

                  (n) Original Certificates of Title transferring any vehicles
included as part of the Assets to Purchaser signed by Seller;

                  (o) An original copy of any assignments of all trademarks,
patents, domain names, URLs, assumed names and other intellectual property
included in the Assets signed by Seller (the "Intellectual Property
Assignments");

                  (p) An original copy of the Supplemental Disclosure Agreement
signed by Seller and Mack;

                  (q) An original copy of the Human Resources Agreement ("HR
Agreement") in the form of Exhibit "M" attached hereto signed by Seller and
Mack;

                  (r) An original copy of the Consulting Agreement in the form
of Exhibit "N" attached hereto and incorporated herein by this reference signed
by Camco ("Consulting Agreement");

                  (s) Original copies of all telephone transfer documents
transferring Seller's telephone numbers included in the Assets to Purchaser and
signed by Seller (the "Telephone Transfer Agreements");

                  (t) Pay-off letters from all of Seller's creditors who will be
paid at Closing out of the Cash Consideration, together with appropriate written
releases from such creditors;

                  (u) An original closing statement evidencing the Purchase
Consideration and the final amount payable by Purchaser to Seller hereunder, as
the same may be adjusted by any applicable credits, deductions or pro-rations to
be made between the parties as of the Closing Date, if any (the "Closing
Statement");

                  (v) If requested by either Seller or Purchaser and if Seller
and Purchaser are able to agree using good faith efforts on its form and
substance prior to the Closing Date, and subject to the terms of Section 4.16
below, an original Preliminary Purchase Consideration Allocation Agreement
("Preliminary Allocation Agreement") signed by Seller and Mack that allocates,
on a preliminary basis,

                                       26



the consideration given by Purchaser to Seller in connection with the
transaction contemplated hereby to the various Assets prepared by Seller and
Purchaser, with both parties acting reasonably and in good faith; provided,
however, the amount allocated to the Non-Competition Agreement shall equal the
Non-Competition Consideration;

                  (w) A letter to the ATF describing Seller's post-Closing
delivery of Seller's gun books and ATF forms to the ATF; and

                  (x) Such other documents relating to the transactions
contemplated by this Agreement as Purchaser may reasonably request and to which
the parties mutually agree.

                  (y) The consents and Estoppels described in Section 4.3(g) and
on Schedule 4.3(g) hereto in form and substance reasonably satisfactory to
Purchaser, to the extent the same are actually obtained by Seller;

      Section 4.5 Purchaser's Closing Deliveries. At the Closing, Purchaser
shall deliver, or cause to be delivered to Seller all of the following documents
in form and substance satisfactory to Seller:

                  (a) A certificate of the secretary of Purchaser, certifying as
to the names and true signatures of the officers of Purchaser authorized to sign
this Agreement and the other Transaction Documents to be delivered by Purchaser
hereunder;

                  (b) Copies of (i) the resolutions duly adopted by Purchaser's
board of directors authorizing the execution, delivery and performance by
Purchaser of this Agreement and each of the other Transaction Documents, and the
consummation of all of the other transactions hereunder and thereunder, and (ii)
the articles of incorporation and bylaws, each of the foregoing resolutions and
documents certified as true, complete and accurate as of the Closing Date by the
secretary of Purchaser;

                  (c) A certificate dated as of the Closing Date from an officer
of Purchaser certifying that the conditions specified in Section 4.3 that are
not otherwise waived in writing by Purchaser have been fully satisfied or waived
by Purchaser and that the representations and warranties made by Purchaser in
Article III above are true and correct as of the Closing Date;

                  (d) The Cash Consideration, as the same may be adjusted in
accordance with this Agreement and as evidenced by the Closing Statement;

                  (e) The Non-Competition Consideration described in the
Non-Competition Agreement, to be delivered to Seller (and disbursed by Seller)
in accordance with the terms of the Non-Competition Agreement;

                  (f) The original Shares to be delivered to the Escrow Agent to
be held under the Escrow Agreement as the escrowed funds thereunder the "Escrow
Funds");

                  (g) Original copies of the Bill of Sale, Global Assignment,
Loan Assignment, Non-Competition Agreement, Software License Agreement, each
Controlled Lease, Contract Assignment Consents, the Realty Conveyance Documents
(as applicable), Intellectual Property Assignments, Supplemental Disclosure
Agreement, HR Agreement, Consulting Agreement, Telephone Transfer Agreements,
Closing Statement, and the Preliminary Allocation Agreement (if requested by
either Seller or Purchaser and if Seller and Purchaser are able to agree using
good faith efforts on its form and substance prior to the Closing Date), each
executed by Purchaser;

                                       27



                  (h) An original copy of the Escrow Agreement signed by
Purchaser and the escrow agent thereunder ("Escrow Agent");

                  (i) Evidence reasonably satisfactory to Seller that the Shares
have been approved for listing on the New York Stock Exchange, subject to
official notice of issuance;

                  (j) Such certificates requested by, and in form and substance
reasonably satisfactory to, Seller indicating for applicable sales and use tax
purposes that the inventory included in the Assets is being purchased by
Purchaser for resale;

                  (k) Purchaser's share of tax required to be paid on the
Closing Date pursuant to Section 5.6.2; and

                  (l) Such other documents relating to the transactions
contemplated by this Agreement as Seller may reasonably request and to which the
parties mutually agree.

      Section 4.6 Termination by Parties. By notice given prior to or at the
Closing, this Agreement may be terminated as follows:

                  (a) By mutual agreement of Purchaser and Seller;

                  (b) By Purchaser if a material breach of any provision of this
Agreement has been committed by Seller or Mack and such breach has not been
cured to Purchaser's reasonable satisfaction or otherwise waived by Purchaser
within thirty (30) days of notice by Purchaser to Seller or Mack, as applicable,
of the existence of such material breach;

                  (c) By Seller if a material breach of any provision of this
Agreement has been committed by Purchaser and such breach has not been cured to
Seller's reasonable satisfaction or otherwise waived by Seller within thirty
(30) days of notice by Seller or Mack to Purchaser of the existence of such
material breach;

                  (d) By any party hereto if the Closing has not occurred on or
before the end of the 150th day following the Execution Date, unless a later
date for Closing is mutually agreed to in writing by the parties hereto;
provided, however, a party hereto may not terminate this Agreement pursuant to
this Section 4.6(d) if the Closing has not occurred within the time contemplated
by this Section 4.6(d) as a result of a material breach of this Agreement by the
party attempting to terminate this Agreement;

                  (e) By Purchaser by delivering written termination notice to
Seller at any time after the end of the 120th day following the Execution Date,
but prior to the Closing Date if any condition set forth in Section 4.3 above is
not at the time of such termination satisfied in the manner described in Section
4.3 (however, if the fulfillment of any such unsatisfied condition was
reasonably within the control of Purchaser, such a termination will only be
effective if prior to such termination Purchaser used commercially reasonable
and good faith efforts to attempt to fulfill such unsatisfied condition);
provided, however, that Purchaser shall not be entitled to terminate this
Agreement pursuant to this Section 4.6(e) if such unsatisfied condition relates
solely to the issuance or transfer of permits or licenses containing
substantially the same terms and conditions as to which Seller's permits and
licenses in existence as of the Closing Date are then subject, all as such
permits and licenses are necessary for Purchaser to lawfully commence operating
the Business on the day following the Closing Date in substantially the same
manner as Seller operated the Business prior to the Closing Date; or

                                       28



                  (f) By Seller by delivering written termination notice to
Purchaser at any time after the end of the 120th day following the Execution
Date, but prior to the Closing Date if any condition set forth in Section 4.2
above is not at the time of such termination satisfied in the manner described
in Section 4.2 (however, if the fulfillment of any such unsatisfied condition
was reasonably within the control of Seller or Mack, such a termination will
only be effective if prior to such termination Seller and Mack used commercially
reasonable and good faith efforts to attempt to fulfill such unsatisfied
condition); provided, however, that Seller shall not be entitled to terminate
this Agreement pursuant to this Section 4.6(f) if such unsatisfied condition
relates solely to the issuance or transfer of permits or licenses containing
substantially the same terms and conditions as to which Seller's permits and
licenses in existence as of the Closing Date are then subject, all as such
permits and licenses are necessary for Purchaser to lawfully commence operating
the Business on the day following the Closing Date in substantially the same
manner as Seller operated the Business prior to the Closing Date.

      Section 4.7 Effect of Termination. If this Agreement is terminated
pursuant to Section 4.6, all further obligations of the parties under this
Agreement will terminate and, except as expressly provided below, such
termination shall be the sole remedy of the parties and none of the parties
shall have any further liability hereunder and all further obligations of the
parties under this Agreement will terminate, except that the obligations of each
party contained in Sections 2.16, 3.5, 4.7, 5.6.1, 5.16, 7.1, 7.2, and 7.3 and
in Article VIII hereof will survive such termination; provided, however, that if
this Agreement is terminated by a party hereto because of the breach of this
Agreement by another party hereto and if such breach is (a) a breach of any
representation or warranty made by the breaching party if such breaching party
had Knowledge of the breach on the date on which such representation or warranty
was made and such breach relates to a fact or circumstance that has a Material
Adverse Effect, or (b) attributable to the fraud, bad faith or willful
misconduct of the breaching party, then the terminating party may pursue all
damages, rights and remedies available to such party hereunder or at law or in
equity as a result of such breach. The provisions of this Section shall survive
the termination of this Agreement.

      Section 4.8 Possession. Possession of the Assets will be delivered from
Seller to Purchaser on the Closing Date and title to all such Assets shall
become vested in Purchaser on the Closing Date. Following the Closing Date, both
parties agree to cooperate with each other so that there is an orderly transfer
of the business operations of the Business from Seller to Purchaser. The
provisions of this Section shall survive the Closing.

      Section 4.9 Tax Escrow. The parties acknowledge Purchaser may have an
obligation to withhold a portion of the Purchase Consideration pursuant to the
purchase price holdback requirements of those provisions of state law described
on Schedule 4.9 to this Agreement (each state identified on such schedule a
"State" and collectively, the "States" and each such provision of state law a
"State Code" and collectively, the "State Codes"). The Escrow Funds being held
pursuant to the Escrow Agreement shall serve as Purchaser's Purchase
Consideration holdback for purposes of satisfying the State Codes. Within 30
days following the Closing, Seller will submit a written notice to each State
pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall
send Purchaser a copy of such written notice) pursuant to the applicable State
Code requesting, and thereafter Seller will use commercially reasonable efforts
to obtain, such response contemplated by the applicable State Code to the effect
that Purchaser shall have no successor liability for any of Seller's tax
obligations relating to such State Code (each a "No Tax Due Letter"). Also
within 30 days of the Closing, Purchaser shall submit a written notice to each
State pursuant to the State Codes identified in Section B of Schedule 4.9 (and
shall send Seller a copy of such written notice) pursuant to the applicable
State Code requesting, and thereafter Purchaser will use commercially reasonable
efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller
shall reasonably cooperate with Purchaser's efforts to obtain any such

                                       29



No Tax Due Letter, including, without limitation, making Seller's records
available for audit upon the request of any applicable State. Upon receipt of a
No Tax Due Letter from a State, Purchaser shall no longer be entitled to cause
the Escrow Agent to release any portion of the Escrow Funds for purposes of
paying the tax that is the subject of such No Tax Due Letter. With respect to
any tax for which a No Tax Due Letter has not been received (provided, in the
case of those State Codes identified in Section B of Schedule 4.9, that
Purchaser has complied with the requirements above and has used commercially
reasonable efforts to obtain the related No Tax Due Letter), if any State
pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser
is not obligated pursuant to the Transaction Documents, the parties agree that
Purchaser may apply the provisions of Article VI with respect to such claim.
Provided Purchaser has complied with the terms of this Agreement and the Escrow
Agreement, Seller's sole recourse for the amount so paid to any State by
Purchaser or the Escrow Agent shall be against the applicable State and not
against Purchaser or Escrow Agent. If Purchaser has not received a No Tax Due
Letter from any particular State by the end of the 12th month following the
Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such
letter as soon as practicable, and if Seller does not cooperate as reasonably
requested by Purchaser then Purchaser may take such steps as may be reasonable
under the circumstances in order to obtain such No Tax Due Letter on or before
the end of the 23rd month following the Closing Date. The provisions of this
Section shall survive the Closing.

      Section 4.10 Human Resources.

                  (a) Subject to Seller's express written permission and to
Seller's reasonable directions as to timing and other matters, Purchaser may
discuss job opportunities with Seller's Employees prior to the Closing Date.
Seller will fully cooperate in good faith with Purchaser in all aspects of
Purchaser's evaluation, interviewing and other analyses of Seller's Employees
for potential employment by Purchaser.

                  (b) Seller will terminate the employment of all Seller's
Employees who have accepted Purchaser's offer of employment prior to the Closing
Date (such persons are referred to herein as the "Accepting Seller's
Employees"), with such termination to be effective as of 11:59 p.m. (Las Vegas,
Nevada time) on the Closing Date (the "Effective Termination Time"). The
employment of each Accepting Seller's Employee shall be deemed to begin at 12:01
a.m. (Las Vegas, Nevada time) on the day immediately following the Closing Date
(the "Effective Hire Time"). Seller shall be responsible for and pay all
obligations, costs, expenses, accrued but unused vacation and liabilities as
employer with regard to its employees (including without limitation, the
Seller's Employees and Accepting Seller's Employees) that occur during or relate
to periods on or prior to the Effective Termination Time (and that occur on or
after the Effective Termination Time for Seller's Employees who do not become
Accepting Seller's Employees), and that relate to Seller's employment or
termination of employment of such persons. Purchaser shall be responsible for
and pay all obligations, costs, expenses, and liabilities as employer with
regard to its own employees (including, without limitation, all Accepting
Seller's Employees who become employees of Purchaser at the Effective Hire Time)
that occur during or relate to periods on or after the Effective Hire Time and
that relate to Purchaser's employment or termination of such persons. Without
limiting the foregoing, Seller shall be solely responsible for paying each
Accepting Seller's Employee for all of the accrued but unused vacation of each
such Accepting Seller's Employee that accrued on or before the Effective Hire
Time.

                  (c) Purchaser shall use its commercially reasonable good faith
efforts to provide medical benefits and other employee benefits to Accepting
Seller's Employees with their participation and eligibility to be effective as
of the Effective Hire Time in accordance with Purchaser's applicable
participation and eligibility requirements, but the terms of such benefits are
still subject to determination by Purchaser in its sole discretion, except to
the extent otherwise provided in this Section

                                       30



4.10(c). Purchaser agrees, however, that each Accepting Seller's Employee will
be credited with his or her consecutive years of employment service with Seller
as of the Closing Date for purposes of determining each such Accepting Seller's
Employees' eligibility to participate in any benefit plans provided to Accepting
Seller's Employees by Purchaser and for purposes of determining vesting in
benefits under such plans. Purchaser shall, as of the Effective Hire Time, grant
each Accepting Seller's Employee with vacation days pursuant to the terms of the
HR Agreement. Set forth on Schedule 2.25, is an accurate list of each Seller's
Employee's date of hire. Additionally, subject to the terms of Purchaser's
benefit plans in existence as of the date hereof (except as such existing terms
are supplemented by the terms of this Section), Purchaser will make benefits and
benefit levels available to Accepting Seller's Employees to the extent such
benefits and benefit levels are standard for all other similarly situated
employees of Purchaser during such period. Within five days after the execution
of this Agreement, Purchaser will provide summary plan descriptions of
Purchaser's employee benefit plans for Seller's review.

                  (d) Prior to the Closing Date and for a period of three full
calendar months following the Closing Date, Seller and Purchaser will act in
good faith and with diligence to attempt to accomplish a smooth transition for
all employees of Seller who become Seller's Accepting Employees.

                  (e) If the Closing does not occur for any reason, Purchaser
agrees that Purchaser will not directly solicit any of Seller's employees for
employment with Purchaser or any of its affiliates for a period of two (2) years
following the date this Agreement is terminated.

                  (f) The provisions of this Section shall survive the Closing.

      Section 4.11 Permits. The parties agree that at the Closing, the
conveyance of the Permits (excluding any sales/use tax related permits which are
not a part of the Assets and which are not to be conveyed from Seller to
Purchaser at the Closing) from Seller to Purchaser shall be limited to only such
interest in the Permits as Seller has the right to convey to Purchaser in
accordance with all Applicable Laws and Purchaser and Seller agree and
understand that any operation of the Assets by Purchaser after the Closing may
be conditioned on Purchaser obtaining certain permits and licenses in its own
name, including re-issued versions of the Permits, to the extent required by
Applicable Law. The provisions of this Section shall survive the Closing.

      Section 4.12 Nonassignability of Assets. Notwithstanding anything in this
Agreement to the contrary, this Agreement shall not constitute an agreement to
sell, assign, sublease, transfer, convey or deliver any Asset or any claim or
right or any benefit arising under or resulting from such Asset if such sale,
assignment, sublease, transfer, conveyance or delivery is prohibited by any
Applicable Law or would require the consent or approval of any governmental
authority or other Person and such consent or approval is not obtained prior to
Closing. In the event that the Closing proceeds without the sale, assignment,
sublease, transfer, conveyance or delivery of any such Asset and such Asset does
not become an Excluded Asset by mutual agreement of the parties, then following
the Closing, the parties shall use their commercially reasonable efforts, and
cooperate with each other, to obtain promptly the applicable consents or
approvals; provided, however, that no party shall be required to pay any
consideration therefor other than filing, recordation or similar fees which
shall be paid by the party who is required by any legal requirements or course
of dealing to do so. Pending receipt of such consent or approval, the parties
shall cooperate with each other in any mutually agreeable, reasonable and lawful
arrangements designed to provide to Purchaser the benefits of use of such Asset.
Once consent or approval for the sale, assignment, sublease, transfer,
conveyance or delivery of any such Asset not sold, assigned, subleased,
transferred, conveyed or delivered at the Closing is obtained, Seller shall
sell,

                                       31



assign, transfer, convey and deliver such Asset to Purchaser at no additional
cost to Purchaser. To the extent that any such Asset cannot be transferred or
the full benefits of use of any such Asset cannot be provided to Purchaser
following the Closing pursuant to this Section 4.12, Purchaser and Seller shall
enter into any mutually agreeable commercially reasonable arrangements
(including, without limitation, appropriate management or consulting agreements
or subleasing, sublicensing or subcontracting arrangements) necessary to provide
to Purchaser the economic (taking into account tax costs and benefits) and
operational equivalent, to the extent permitted, of obtaining such consent or
approval and the performance by Purchaser of the obligations thereunder;
provided, however, Seller and Purchaser must use good faith and commercially
reasonable efforts to obtain any consents or approvals necessary in order for
any of such Assets to be effectively assigned to Purchaser and such efforts
shall continue until such consents or approvals are obtained or until it is
determined by either Seller or Purchaser that such consents or approvals cannot
be reasonably obtained, whichever comes first; provided further, however, that
neither Seller nor Purchaser shall be required to expend funds to obtain any
such consent. Seller shall hold in trust for and pay to Purchaser promptly upon
receipt thereof, all income, proceeds and other monies received by Seller in
connection with its use of any Asset (net of any taxes and any other costs
imposed upon Seller) that are intended to be transferred hereunder but which
transfer is prohibited or delayed beyond the Closing Date. The provisions of
this Section shall survive the Closing.

      Section 4.13 Prepaid Amounts; Income and Expense Prorations. At the
Closing, appropriate adjustments will be made to the Cash Consideration to
equitably prorate all Prepaid Expenses and all Accrued Liabilities to the extent
the same have been paid or are payable and to the extent the same are assumed by
Purchaser as part of the Assumed Liabilities, all so that Purchaser pays for all
amounts attributable to the period of time after the Closing Date and Seller
pays for all amounts attributable to the period of time on or prior to the
Closing Date. Notwithstanding the foregoing, prepaid amounts relating to items
not to be assumed by Purchaser at the Closing Date will not be Prepaid Expenses
and will not be prorated between the parties, examples of such non-prorated
expenses include, without limitation, amounts for prepaid permits and licenses,
amounts for advertising that occurs prior to the Closing Date, amounts for
prepaid premiums for Seller's insurance policies and, except as provided below,
amounts for Lease Pass-Through Charges. All security and other deposits made by
Seller in connection with any of the Assumed Liabilities shall be deemed Assets.
Except as provided in Section 4.14 below, the parties also agree that all income
earned on or before the Closing Date shall be credited or received by Seller,
and all income earned or accrued after the Closing Date shall be credited and
received by Purchaser; and all expenses and liabilities accrued or becoming due
on or before the Closing Date shall be paid by Seller, and all expenses and
liabilities accrued and becoming due after the Closing Date shall be paid by
Purchaser. Without limiting the foregoing, all ongoing expenses of the Business,
for example, personal property taxes, real property rentals, real estate taxes,
Lease Pass-Through Charges, utility and security charges, and payments to or
from franchisees, landlords, licensors, licensees, vendors, suppliers, service
providers and other contractors of Seller, expressly assumed by Purchaser at the
Closing, if any, will be equitably prorated between Seller and Purchaser as of
the Closing Date. To the extent any adjustment under this Section cannot be
reasonably and finally determined at Closing, the parties hereto agree to
reconcile all such income and expenses and make all adjustments and settlements
between them as may be appropriate or required under this Section as soon as
reasonably practicable after the Closing Date (with each party hereto acting
diligently and in good faith in connection with such post-Closing
reconciliation, adjustment and settlement process); provided, however, the
parties agree and understand that adjustments between them relating to any
amounts payable as Lease Pass-Through Charges may not be capable of being fully
reconciled between the parties hereto until a reasonable period of time
following the date the applicable landlord under any such Lease sends Purchaser
a reconciliation of any such Lease Pass-Through Charges payable under the
respective Lease for the lease year in which the Closing Date occurs; and
provided further, however, the parties hereto also agree that amounts payable

                                       32



for real estate and personal property taxes related to any of the Assets may not
be capable of being fully reconciled between the parties hereto until the
applicable taxing jurisdiction issues a statement for the total amount of real
estate or personal property taxes due for the applicable Asset for the year in
which the Closing Date occurs. Prior to the Closing Date, Purchaser and Seller
shall diligently cooperate in good faith with each other in an attempt to
identify with particularity as many of the Prepaid Expenses and Accrued
Liabilities as is reasonably possible (this process may, in Purchaser's
discretion, include, without limitation, a complete inspection at Seller's home
office by Purchaser's accounting representatives of Seller's books and records).
As used herein, the term "Lease Pass-Through Charges" means charges payable
under any Lease that are generally referred to as common area maintenance
charges, tax charges, insurance charges, merchant association charges, waste
disposal charges, water charges or other similar pass-through or additional rent
type charges payable to a landlord under any Lease. The provisions of this
Section shall survive the Closing.

      Section 4.14 Cash, Checks and Collections. The Cash Consideration shall be
increased to reflect any of Seller's cash on hand that Purchaser elects, in
Purchaser's sole discretion, to buy from Seller at the Closing. Notwithstanding
anything contained in Section 4.13 to the contrary, the following
reconciliations, adjustments and/or settlements shall also be made as soon as
reasonably practical on or after the Closing Date:

                  (a) Payments on the following Checks shall be the sole
property of Seller and Seller shall be entitled to the proceeds thereof
(including any NSF and other collection fees related thereto):

                        (i) all Checks sent through the banking system by or on
behalf of Seller that clear on or prior to the Closing Date, and

                        (ii) all First Deposit Checks sent through the banking
system by or on behalf of Seller on or prior to the Closing Date if such First
Deposit Checks clear upon their first deposit into the banking system, even if
such First Deposit Checks do not finally clear until after the Closing Date.

                  (b) Payments on the following Checks shall be the sole
property of Purchaser and Purchaser shall be entitled to the proceeds thereof
(including any NSF and collection fees related thereto) and Seller shall not be
entitled to any further or additional compensation, reimbursement or payment for
any of the items described in this subsection (as such items shall be deemed
Customer Receivables that are included in the Assets acquired by Purchaser):

                        (i) except for First Deposit Checks, all Checks sent
through the banking system by or on behalf of Seller or Purchaser before, on or
after the Closing Date and that clear after the Closing Date, and

                        (ii) all First Deposit Checks deposited into the banking
system by or on behalf of Seller on or before the Closing Date that are returned
unpaid in whole or in part at any time after the Closing Date.

As used herein, "First Deposit Checks" shall mean all checks that are deposited
into the banking system and all ACH initiations made through the banking system
by or on behalf of Seller for the first time and have not at the time of such
first deposit or such first ACH initiation ever (x) been returned unpaid for any
reason, or (y) otherwise been sent through the banking system for payment. As
described in this Section, "Checks" include checks and/or ACH initiations
generated from Seller's payday loan, vehicle

                                       33



loan, check cashing or collections activity but do not include Merchandise
Checks. As used herein, "Merchandise Checks" means all checks and/or ACH
initiations payable or granted to Seller or Purchaser as consideration for
merchandise sales made by Seller or Purchaser. Seller shall be entitled to the
proceeds from all Merchandise Checks that were issued as consideration for the
sale of merchandise on or before the Closing Date (no matter when such
Merchandise Checks are finally collected) and Purchaser shall be entitled to the
proceeds from all Merchandise Checks that were issued as consideration for the
sale of merchandise after the Closing Date. The parties will cooperate with each
other diligently and in good faith after the Closing Date in order to reconcile
the amounts to which each party is entitled pursuant to this Section as soon as
reasonably practical after the Closing Date. The provisions of this Section
shall survive the Closing.

      Section 4.15 Reimbursements For Merchandise Warranties. The parties agree
that Seller will reimburse Purchaser for all merchandise warranty obligations
and other similar obligations under the Customer Service Policies, including,
without limitation, any refund or exchange policies, to the extent that (a) the
same were made available to Seller's customers in the ordinary course of
Seller's Business on or before the Closing Date, and (b) Purchaser actually
honors the same after the Closing Date. The amount of such reimbursement in
accordance with the preceding sentence shall be equal to Purchaser's actual
out-of-pocket cost based on the actual cost of the underlying merchandise to
Purchaser less the actual value of any merchandise actually received by
Purchaser in any exchange transaction, if any. Seller will make such
reimbursements to Purchaser within 10 days after Purchaser sends written notice
to Seller (together with reasonable supporting documentation) indicating the
amount to be reimbursed to Purchaser by Seller pursuant to this Section.
Purchaser may request any such reimbursement periodically after the Closing
Date, but no such request will be made more often than monthly and no such
request may be made after the sixtieth day following the Closing Date. The
Escrow Agreement will secure, among other things, Seller's obligation to
reimburse Purchaser for the amounts described in this Section 4.15. The
provisions of this Section shall survive the Closing.

      Section 4.16 Allocation Agreement. The parties shall cooperate diligently
and in good faith to prepare jointly a Final Purchase Consideration Allocation
Agreement ("Final Allocation Agreement"), which agreement, if any, shall be used
to jointly complete an IRS Form 8594 ("Form 8594") with respect to the
transactions contemplated herein, within 90 days following the Closing Date,
provided, however, upon the request of either party hereto, the parties may file
their own Form 8594; provided further, however, that in all events each such
Form 8594 as filed shall be consistent with the allocation set forth in the
Final Allocation Agreement, if any. The parties hereto contemplate that the
allocations covered by the Final Allocation Agreement, if any, will include
specific allocations of the Purchase Consideration as follows: (i) to the
following Assets on an aggregate basis: to the customer lists and customer
records of the Business, and to the Non-Competition Agreement; provided,
however, that the parties agree that the portion of the Purchase Consideration
allocated to the Non-Competition Agreement shall be equal to the Non-Competition
Consideration, (ii) to the following Assets on a Shop by Shop basis (as
applicable): pawn loans, payday loans, inventory, leasehold interests,
furniture, fixtures and equipment, (iii) to the Boulder Property, if applicable,
and (iv) to the Charleston Property. If despite using diligent and good faith
efforts, the parties are unable to mutually agree upon the allocation of all or
any portion of the Purchase Consideration to any of the Assets (the portion of
the Purchase Consideration not allocated to the Assets per the mutual agreement
of the parties is referred to herein as the "Unallocated Consideration"), the
parties may perform their own separate allocations of the Unallocated
Consideration and file their own separate Form 8594 for the transaction covered
hereby and in such event no Final Allocation Agreement must be executed by the
parties hereto; provided, however, that to the extent the parties agree on any
specific allocation of a portion of the Purchase Consideration (adjusted for
transaction costs and other items that increase or decrease the purchase price

                                       34



for tax purposes, as required by applicable tax law) to certain Assets, each
party will use such agreed upon allocation in their separate allocations.

      Section 4.17 Real Estate. The parties hereto shall comply with all of the
terms and conditions relative to the Owned Real Property set forth in the Real
Estate Purchase Provisions.

      Section 4.18 Pre-Closing Inspections.

            4.18.1 Inspection. Immediately prior to the Closing, Purchaser will
conduct a thorough examination, audit and inventory of Seller's merchandise
inventory (whether owned by Seller or subject to the terms of layaway contracts
or statutory hold periods), pawn loans, pawn tickets and the pledged goods
covered thereby, buy-sell and repurchase agreements and the merchandise covered
thereby, layaway merchandise, gun and firearm transactions, title loans,
deferred deposit (payday) loans and all records and documents relating thereto
at each Shop (the "Inspection"). In the course of such Inspection, Purchaser
shall reasonably determine for each Shop, the aggregate purchase amount of the
buy-sell and repurchase agreements and the aggregate loan amount of the pawn
loans (based on the principal or purchase amount indicated in the transaction
documents), the aggregate value of the merchandise inventory of the Pawnshop
Business, the aggregate face amount of the active deferred deposit (payday)
loans, the aggregate loan amount of all title loans and other consumer loans,
and the aggregate value of the furniture, fixtures, equipment and supplies
described above (which shall be the fair market value of such items, as
reasonably determined by Purchaser in the same manner utilized by Purchaser in
Purchaser's prior pawnshop acquisitions). For purposes of this Section, the
"value" of an item of merchandise inventory shall be the Cost of the item.
"Cost" shall mean the original loan amount actually advanced by Seller in
connection with the underlying forfeited merchandise or the actual purchase
price paid by Seller with respect to merchandise acquired by Seller through any
method other than through a pawn loan forfeiture; provided, however, if
Purchaser, in Purchaser's good faith opinion acting in a commercially reasonable
manner determines that the Cost for a particular item is higher or lower than
the Cost Purchaser would reasonably attribute to any particular item or loan in
the normal course of operating Purchaser's own pawnshops, then Purchaser and
Seller shall act reasonably, diligently and in good faith to mutually agree upon
an adjustment (either upward or downward) to such Cost with respect to the item
or loan in question; and provided further, however, if Purchaser requests an
adjustment to the Cost of a particular item or loan and the parties cannot agree
on such an adjustment in accordance with the foregoing provisions, then the
adjustment shall be finally determined to be the Cost that a reasonably prudent
pawnbroker with business experience and sophistication similar in scope and
nature to the experience and sophistication of Purchaser and Seller would
reasonably attribute to the item or loan in question. If necessary, the parties,
acting diligently, in good faith and in a commercially reasonable manner will
appoint an independent pawnbroker that meets the qualifications set forth above
to assist the parties with determining the Cost of an item or loan (other than
gold or diamonds) and in such event, such independent pawnbroker's decision on
the Cost of the loan or item in question shall be final. Unless Seller and
Purchaser otherwise agree to the contrary with respect to any specific
delinquent PFI (with both parties acting reasonably and in good faith),
Delinquent PFI's in existence on the Closing Date will not be included in the
aggregate pawn loan balance or the buy-sell or repurchase agreement valuation,
and such delinquent PFI's will be considered inventory. As used herein,
"Delinquent PFI's" shall be deemed to be all non-forfeited pawn loans and
un-redeemed buy-sell or repurchase agreements on which no payment has been made
within (a) the 113 day period immediately prior to the Closing Date for pawn
loans originated under the laws of the States of Arizona or Washington, or (b)
the 143 day period immediately prior to the Closing Date for pawn loans
originated under the laws of the States of California or Nevada. If Purchaser's
Inspection reveals earning asset levels different than the minimum earning asset
levels required under Section 4.3(m) and, notwithstanding such difference,

                                       35



Purchaser and Seller mutually agree to close the transaction contemplated
hereby, the parties hereby agree to make the following adjustments to the Cash
Consideration:

                  (a) For each $1.00 that the aggregate pawn loan balance for
all Shops combined is less than $25,500,000, the total Cash Consideration shall
be adjusted downward by $3.00; provided, however, if for any reason other than
for a breach of this Agreement by Seller, the Closing Date occurs after January
15, 2005, the $25,500,000 amount described above shall thereafter be reduced to
$24,500,000.

                  (b) For each $1.00 that the aggregate value of the merchandise
inventory of all Shops combined is less than $12,250,000, the total Cash
Consideration shall be adjusted downward by $1.00; provided, however, if for any
reason other than for a breach of this Agreement by Seller, the Closing Date
occurs after December 15, 2004, the $12,250,000 amount described above shall
thereafter be reduced to $11,750,000.

            4.18.2 Missing Loans.

                  (a) As used herein, a "Missing Loan" shall be any
non-forfeited pawn loan acquired by Purchaser as part of the Assets for which
the underlying collateral is found to be missing. Seller will reimburse
Purchaser within 30 days of the Missing Loan's expiration date as follows:

                        (i) for Missing Loans that at their expiration result in
a forfeited loan, Seller will reimburse Purchaser for the principal amount of
the Missing Loan; and

                        (ii) for Missing Loans that result in a reimbursement
for the lost collateral to the borrower, Seller will reimburse Purchaser an
amount equal to the actual out-of-pocket cost to Purchaser of that
reimbursement. Purchaser agrees to use its best efforts to negotiate the minimum
acceptable reimbursement to the borrower. Notwithstanding the foregoing or any
other provision of this Agreement, Seller's reimbursement obligations pursuant
to this Section 4.18.2(a)(ii) will be limited to a maximum amount equal to three
times the actual price for which Purchaser would have sold the missing item in
the ordinary course of Purchaser's operations, with Purchaser acting reasonably
and in good faith, had the item become inventory of Purchaser.

                  (b) Seller will make Missing Loan reimbursements to Purchaser
within 10 days after Purchaser sends written notice to Seller (together with
reasonable supporting documentation) indicating the amount to be reimbursed to
Purchaser by Seller pursuant to this Section. Purchaser may request any such
reimbursement periodically after the Closing Date, but no such request will be
made more often than monthly and no such request may be made following the first
anniversary of the Closing Date. The Escrow Agreement will secure, among other
things, Seller's obligation to reimburse Purchaser for the amounts described in
this Section 4.18.2.

                  (c) The provisions of this Section 4.18.2 shall survive the
Closing.

            4.18.3 Inspection Start Date. The parties agree that it may take
more than one day for Purchaser to complete the Inspection described above. The
date Purchaser commences the Inspection contemplated above shall be deemed the
"Inspection Start Date." If the Closing occurs and the Inspection Start Date is
earlier than the actual day of the Closing, then upon the consummation of the
Closing, the Closing Date shall still be deemed to be the Closing Date for all
purposes under this Agreement and the Transaction Documents. In this regard, the
following additional agreements are made:

                                       36



                  (a) Both parties agree to cooperate with each other to ensure
that from the commencement of the Inspection of each Shop through the Closing
Date, the business of such Shop is operated by Seller in the ordinary course of
Seller's business, and Seller agrees to afford Purchaser an adequate opportunity
to oversee the operation of the business of such Shop during such period, which
could include, without limitation, having a representative of Purchaser present
in such Shop for the purpose of overseeing the operations of such Shop from the
commencement of the Inspection of such Shop until the Closing Date.

                  (b) For all periods between the Inspection Start Date and the
actual day of Closing, both parties agree to cooperate with each other so that
there is an orderly transfer of the business operations of the Business on the
Closing Date, collection of all applicable income of each party and the payment
of all applicable expenses attributable to each party in accordance with this
Agreement. Notwithstanding that the Inspection Start Date may be earlier than
the Closing Date, the allocation of all income and expenses for the Business
shall be governed by the other terms and conditions of this Agreement related to
such allocation.

                  (c) If the Inspection Start Date occurs, but the Closing Date
does not actually occur, Purchaser will reasonably cooperate with Seller to
promptly remove all evidence from the Shops that all or any portion of the
Inspection took place at each applicable Shop and Purchaser will reasonably
cooperate with Seller to prevent any unreasonable interference to the Business
by Purchaser's Inspection teams as such Inspection teams are withdrawn from the
Business.

      Section 4.19 Information Technology Review. Seller and Purchaser hereby
agree to cooperate using commercially reasonable efforts to facilitate a review
by Purchaser of Seller's information systems, including all hardware and
software, with such review to be conducted prior to the Closing Date (the "IT
Review").

      Section 4.20 Consulting Agreement. Between the Execution Date and the
Closing Date, the parties hereto will use good faith and commercially reasonable
efforts to determine the final composition of the management team that will be
the subject of the Consulting Agreement, as such team is contemplated on Exhibit
"A" attached to the form Consulting Agreement attached hereto as Exhibit "N."

      Section 4.21 Survival. The terms of each and every Section of this Article
IV shall survive any termination of this Agreement and shall survive the Closing
in the manner described herein, as applicable.

                                    ARTICLE V
                                 OTHER COVENANTS

      Section 5.1 Seller's Negative Covenants. Seller and Mack covenant and
agree that, after the Execution Date and until the earlier to occur of (a) the
termination of this Agreement, or (b) the Closing Date, they will not, and will
use their best efforts to cause their respective shareholders, directors and
officers and the Key Persons of Seller to not, solicit, enter into, or entertain
any discussions or negotiations with respect to a Competing Transaction, enter
into any binding agreement with respect to any Competing Transaction, consummate
any Competing Transaction, or agree in writing or otherwise to do any of the
foregoing. Seller shall, within 24 hours of obtaining Knowledge of same, furnish
Purchaser with copies, or if not in writing, a written summary, of any inquiries
or proposals with respect to a Competing Transaction. For purposes of Section
5.1, "Competing Transaction" means any proposal or offer from any Person (other
than Purchaser) relating to any purchase or other acquisition of all or any

                                       37



material portion of the assets of, or any possible disposition or issuance of
any equity interests in, Seller (or any rights or securities exercisable for, or
convertible into, such equity interests), or any merger or other business
combination with Seller.

      Section 5.2 Conduct of Business. After the Execution Date and until the
earlier to occur of (a) the termination of this Agreement, or (b) the Closing
Date, Seller shall, unless Seller receives Purchaser's prior written consent
(which consent, except as expressly provided below, shall not be unreasonably
withheld or delayed):

                  (a) Use commercially reasonable and diligent efforts to
continue to conduct its business in the ordinary course, consistent with
Seller's past practices;

                  (b) Not declare, pay or make any dividends or distributions on
its capital stock;

                  (c) Not enter into any agreement (oral or written) with its
directors, officers or salaried employees except as may be necessary to help
consummate the transaction contemplated hereunder; provided, however, that
Seller shall obtain Purchaser's prior written consent prior to entering into any
such agreement, which consent shall not be unreasonably withheld or delayed; and
provided further, however, that Purchaser's written consent shall not be
required for any such agreement that is made in the ordinary course of Seller's
business consistent with past practices;

                  (d) Not increase the compensation of its directors, officers
or employees;

                  (e) Not make capital expenditures (or enter into commitments
to make capital expenditures) in excess of $10,000 individually or $25,000 in
the aggregate;

                  (f) Not enter (without Purchaser's prior written consent, such
consent not to be unreasonably withheld or delayed) into any contract which
would be (or have been) deemed a Commitment had the same been entered into prior
to the Execution Date; or

                  (g) Not issue any capital stock or grant options to purchase
its capital stock which would result in Mack owning less than 67% of the capital
stock on a fully-diluted basis.

Notwithstanding the foregoing, Purchaser hereby approves the acquisition
transactions described on Exhibit "L" attached hereto and incorporated herein by
this reference; provided, however, that such approval shall be deemed to be
withdrawn unless such acquisitions are closed prior to the Closing Date on the
terms and conditions set forth on Exhibit "L" hereto and that Seller's debt
obligations incurred in connection with such acquisitions do not exceed the
limitations therefore set forth on Exhibit "L" attached hereto.

      Section 5.3 Assistance With Due Diligence. From and after the date of this
Agreement and until the Closing Date (or the termination of this Agreement),
Seller and Mack shall, and shall cause the Key Persons of Seller to, (i) use
their reasonable best efforts to assist Purchaser and Purchaser's
representatives in Purchaser's due diligence review of Seller, the Assets and
the Business, (ii) ensure Purchaser and Purchaser's representatives have full
and complete access to all of Seller's properties, books, contracts,
commitments, personnel and records related to the Assets and any other
information Purchaser, in Purchaser's reasonable discretion, deems necessary to
complete such due diligence review, and (iii) furnish promptly to Purchaser all
information concerning Seller's business, properties and personnel as may be
requested by Purchaser and/or Purchaser's representatives. Seller shall provide
Purchaser with copies of all documents that pertain to the disclosures set forth
in the Schedules and any

                                       38



Supplemental Disclosure Agreement and, upon Purchaser's request, shall provide
Purchaser with copies of all other requested documents that pertain to this
transaction. All information as may be furnished by or on behalf of Seller to
Purchaser or Purchaser's representatives pursuant to this Section 5.3 shall be
and remain confidential. Purchaser will conduct any and all investigations and
inspections of the Assets in a professional and reasonable manner during the
regular business hours of Seller and such investigations and inspections by
Purchaser will be subject to Seller's reasonable direction designed to prevent
any material disruption to the Business prior to the Closing Date.

      Section 5.4 Notification of Certain Matters. Each of Seller and Purchaser
shall promptly advise the other party orally and in writing of (a) any
representation or warranty made by it contained in this Agreement that is
qualified as to materiality being or becoming untrue or inaccurate in any
respect or any such representation or warranty that is not so qualified being or
becoming untrue or inaccurate in any material respect, or (b) the failure by it
to comply with or satisfy in any material respect any covenant, condition or
agreement to be complied with or satisfied by it under this Agreement. Should
any fact or condition require any change to the Schedules after the Execution
Date Seller shall promptly deliver to Purchaser a written supplement to the
Schedules specifying such change. The parties contemplate that between the
Execution Date and the Closing Date a party may need to modify certain Schedules
attached to this Agreement, and the parties agree that notwithstanding any other
provision of this Agreement, any such modification to the Schedules by any party
shall not constitute a breach by such party under this Agreement. In this
regard, the parties agree to execute at the Closing, a Supplemental Disclosure
Agreement ("Supplemental Disclosure Agreement") in form and substance reasonably
satisfactory to Seller and Purchaser that sets forth the final agreed upon
version of each of the Schedules to this Agreement, as such Schedules may change
between the Execution Date and the Closing Date in any manner permitted under
this Agreement, provided, however, that the parties agree to act diligently,
reasonably and in good faith to agree on the terms of the Supplemental
Disclosure Agreement; and provided further, however, that the form and substance
of Schedules 1.0(a), 1.0(b), 1.0(c), 1.0(d), 1.2.2, 1.3, 2.6(a), 2.6(b), 2.8 and
4.16 attached hereto are hereby deemed to be final and Seller shall have no
right to request or require any changes to the form and substance of Schedules
1.0(a), 1.0(b), 1.0(c), 1.0(d), 1.2.2, 1.3, 2.6(a), 2.6(b), 2.8 and 4.16
attached hereto unless Purchaser, in Purchaser's reasonable discretion, agrees
to consider, or consents to, such change or unless Purchaser requests any such
change and Purchaser and Seller subsequently agree upon such change in the
manner described above; and provided further, however, that the form and
substance of Schedule 1.0(c) attached hereto may be changed to add additional
Assets to such Schedule that Seller actually acquires between the Execution Date
and the Closing Date and subtract any Assets that Seller disposes of between the
Execution Date and the Closing Date (however, unless Purchaser consents to the
same in writing, any addition or subtraction of Assets from the Business must be
done in the ordinary course of Seller's business (except for subtractions of
Assets due to Force Majeure), must be consistent with Seller's past practices
(except for subtractions of Assets due to Force Majeure) and may not have a
Material Adverse Effect).

      Section 5.5 Further Instruments of Transfer. Following the Closing, at the
request of either party hereto, the other party hereto shall deliver any further
instruments of transfer and take all reasonable action as may be necessary or
appropriate to vest in Purchaser good and marketable title to the Assets, with
any such instrument or action to be reasonably satisfactory to both parties
hereto. The provisions of this Section shall survive the Closing.

      Section 5.6 Transaction Costs and Tax Matters.

            5.6.1 Whether or not the transactions contemplated hereby are
consummated, each party will pay its own transaction costs and expenses related
to the transactions contemplated by this

                                       39



Agreement (including, without limitation, out-of-pocket due diligence and travel
expenses, copy, fax, delivery, filing and recording fees and costs (except as
expressly provided in this Section and in Section 5.11 below), and the fees and
expenses of any attorneys, accountants, consultants, lenders, investment bankers
or other advisors such party may engage to assist it with the transaction).
Notwithstanding the foregoing, if any party (excluding Seller or Mack or any of
their affiliates) to a Commitment that is (a) identified as to be assigned on
Schedule 2.9, and (b) further identified on Schedule 2.9 as a Commitment that
requires a third party consent to assignment, charges an assignment fee as a
condition to consenting to such assignment, Seller shall pay such assignment fee
if the same is commercially reasonable and is permitted to be charged by the
party charging the same pursuant to the express terms of the Commitment to be
assigned; provided, however, that (i) if the Closing occurs, Purchaser shall
reimburse Seller at the Closing for 50% of all such commercially reasonable
assignment fees that are actually paid by Seller to the extent such fees are
permitted to be charged by the party charging the same pursuant to the express
terms of the Commitment being assigned and (ii) if this Agreement is terminated,
Purchaser shall reimburse Seller promptly following the date on which this
Agreement is terminated for 50% of all such commercially reasonable assignment
fees that are actually paid by Seller to the extent such fees are permitted to
be charged by the party charging the same pursuant to the express terms of the
Commitment being assigned. Additionally, each party shall pay in a timely manner
all of their respective taxes resulting from or payable in connection with the
sale of the Assets pursuant to this Agreement, except as provided in Section
5.6.2.

            5.6.2 Seller and Purchaser shall each pay 50% of any and all taxes
resulting from the sale of the Assets hereby identified on Schedule 5.6.2
("Transfer Taxes") and Purchaser and Seller shall pay all transfer taxes and
recording fees relating to the transfer of the Owned Real Property from Seller
to Purchaser hereunder in the manner specified in the Real Estate Purchase
Provisions. Purchaser shall be required to deliver to Seller on the Closing Date
its share of Transfer Taxes set forth in Schedule 5.6.2, unless the parties
agree to a different amount prior to Closing. Seller shall promptly deposit the
amount paid by Purchaser, together with an equal amount paid by Seller, with the
applicable taxing authority(ies) in order to avoid the imposition of any late
payment penalty with respect thereto. No later than the 30th day following the
Closing Date, Seller shall provide Purchaser with reasonable supporting
documentation evidencing that all required Transfer Tax payments required as a
result of the sale of the Assets hereby have been made by Seller. If it is
determined that any further amounts are due with respect to Transfer Taxes,
Seller and Purchaser shall each promptly cause 50% of such taxes and any
interest, or penalties or additional amounts with respect thereto to be paid. To
the extent that any state or local law or regulation precludes Seller from
absorbing any of the Transfer Taxes ("No-Share Taxes"), the Cash Consideration
shall be reduced by fifty percent of the amount of such No-Share Taxes and
Purchaser shall be responsible, in addition to the amounts for which it
otherwise is responsible hereunder, for that portion of the No-Share Taxes by
which the Cash Consideration has been reduced. Purchaser and Seller agree that
the amount by which the Cash Consideration is reduced pursuant to the
immediately preceding sentence shall be deemed to be part of the Purchase
Consideration for purposes of allocating such amount to the goodwill of the
Business pursuant to Section 4.16. Notwithstanding the foregoing, in no event
shall Purchaser be obligated to pay any income, gross receipts, business or
occupational taxes imposed on Seller in connection with the transactions
contemplated hereby, except to the extent such taxes are specifically identified
in Schedule 5.6.2.

            5.6.3 Purchaser and Seller shall, and shall cause their affiliates
to, cooperate as reasonably requested by a party hereto, at the sole expense of
the requesting party, in connection with the requesting party's preparation of
tax returns, defense of any audit, examination or inquiry with respect to any
taxes, and pursuit of any tax refund or credit, to the extent the same may
pertain to the Business or the Assets.

                                       40



            5.6.4 If any indemnification amount is paid by a party under this
Agreement, such amount shall be treated for all applicable income tax purposes
as an adjustment to the Purchase Consideration paid for the Assets.

            5.6.5 The provisions of this Section 5.6 shall survive the Closing.

      Section 5.7 Name Change. As soon as practicable but in no any event no
later than the seventh (7th) day following the Closing Date, SuperPawn shall
amend its articles of incorporation and take all other actions necessary to
change its name from "SuperPawn, Inc." to another name not similar in any
fashion or manner to such name and Seller will coordinate such change so that
simultaneously Purchaser may obtain the rights to such name in whatever form or
fashion Purchaser deems advisable. The provisions of this Section shall apply to
the corporate entity name of SuperPawn as well as to all assumed name and other
similar filings and reservations referencing the name "SuperPawn" or any
variation thereof. The provisions of this Section shall survive the Closing.

      Section 5.8 Material Change. Between the Execution Date and the Closing
Date, (i) Seller shall inform Purchaser in writing within a commercially
reasonable period of time following the occurrence of any Material Adverse
Change, and (ii) Purchaser shall inform Seller in writing within a commercially
reasonable period of time following the occurrence of any Purchaser Material
Adverse Change.

      Section 5.9 Mortgages, Liens and Guaranties. Except as expressly permitted
pursuant to Section 5.2 above, from and after the Execution Date until the
Closing Date, Seller shall not, without the prior written approval of Purchaser,
enter into or assume any mortgage, pledge, conditional sale or other title
retention agreement, permit any security interest, lien, encumbrance or claim of
any kind to attach to any of the Assets, whether now owned or hereafter
acquired, or guarantee or otherwise become contingently liable for any
obligation of another, or make any capital contribution or investment in any
Person. The terms of this Agreement shall not restrict Seller's right, after the
Execution Date, to open, close, terminate, create or administer Consumer Loans
and Consumer Loan Documents in the ordinary course of Seller's business.

      Section 5.10 Seller's Principals. Mack has read the terms and conditions
of this Agreement and has (or will, prior to Closing) read the Transaction
Documents and acknowledges that (1) the execution of this Agreement and the
Transaction Documents and the undertakings of Mack in this Agreement and the
Transaction Documents are (or will be) in partial consideration for, and a
condition to the consummation by, Purchaser of the transactions contemplated by
this Agreement and the Transaction Documents, and (2) Purchaser would not have
executed (or will not execute) this Agreement or any Transaction Documents
executed (or to be executed) pursuant to this Agreement without the execution of
this Agreement and such undertakings by Mack. Between the Execution Date and the
end of the 2nd year following the Closing Date, Seller and Mack agree that they
will not dissolve, reorganize or make any material changes to the organizational
structure or formation agreements and documents of either Seller Entity except
as described in Section 5.7 above; provided, however, that Seller may undertake
such a transaction if Purchaser receives an express written assumption of
Seller's then surviving rights and obligations under this Agreement and any
Transaction Document, with such assumption being signed by, and binding on, the
party or parties succeeding to the interest of Seller and the party or parties
receiving anything more than a de minimis portion of the proceeds of the
transactions contemplated by this Agreement. The provisions of this Section
shall survive any termination of this Agreement and shall survive the Closing.

                                       41



      Section 5.11 Direction of Energies Prior to Closing. Unless or until this
Agreement is terminated under Section 4.6, each party hereto shall use
commercially reasonable and diligent efforts to (a) cause the conditions in
Section 4.2 and Section 4.3 to be satisfied, and (b) take, or cause to be taken,
all actions, and do, or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated hereby, including, without limitation, obtaining all
authorizations, consents, waivers and approvals as may be required in accordance
with this Agreement. Except as may be necessary to fulfill the requirements set
forth in the immediately preceding sentence, neither party will be obligated to
pay money or incur obligations in order to obtain any authorizations, consents,
waivers or approvals as may be required in accordance with this Agreement.
Notwithstanding the foregoing or any other provision of this Agreement,
Purchaser may, beginning on the day following the execution of this Agreement
and subject to Seller's reasonable directions as to timing and other matters,
contact Seller's licensors, regulatory authorities, suppliers, lenders, agents,
franchisees, lessors, service providers and contractors regarding the
transactions contemplated hereby; provided, however, that Seller will use its
best efforts to provide Purchaser with such directions promptly prior to the
beginning of such day. Without limiting the foregoing, each party hereto agrees
to make an appropriate filing of a Notification and Report Form pursuant to the
HSR Act and any other regulatory law with respect to the transactions
contemplated hereby as promptly as practicable after the Execution Date and to
supply as promptly as practicable any additional information and documentary
material that may be requested pursuant to the HSR Act and any other regulatory
law and to take all other actions necessary to cause the expiration or
termination of the applicable waiting periods under the HSR Act as soon as
practicable. Each party will be responsible for their own costs and expenses
incurred in connection with the preparation of their respective HSR Act filings
or any similar filings; provided, however, Purchaser will be solely responsible
for paying the filing fee required under the HSR Act.

      Section 5.12 Customer and Other Business Relationships. After Closing,
Seller will cooperate with Purchaser in its efforts to continue and maintain for
the benefit of Purchaser those business relationships of Seller existing prior
to the Closing and relating to the business to be operated by Purchaser after
the Closing, including relationships with employees, customers, licensors,
regulatory authorities, suppliers, lenders, agents, franchisees, lessors,
service providers, contractors and others; provided, however, Seller's
obligations under this sentence shall survive the Closing only until the end of
the 3rd full calendar month following the Closing; and provided further,
however, that Seller will not be obligated to incur any expense in performing
its obligations under this sentence. In addition to the foregoing, Seller will
satisfy any retained Liabilities (that are not Assumed Liabilities) in a manner
that is not detrimental to any of the above-described relationships. Seller will
refer to Purchaser all inquiries relating to the Business following the Closing
Date. Neither Seller nor Mack shall take any action that would diminish the
value of the Assets after the Closing or which would interfere with the business
of Purchaser after the Closing, including, without limitation, disparaging the
name or business of Purchaser. The provisions of this Section shall survive the
Closing; provided, however, to the extent any provisions of this Section
specifically state that they shall survive the Closing for a certain period of
time, such provisions shall survive the Closing only for such specified period
of time.

      Section 5.13 Retention of and Access to Records. After the Closing Date,
Purchaser shall retain for a period consistent with Purchaser's record retention
policies and practices in effect as of the Execution Date, those records of
Seller delivered to Purchaser. After the Closing, Purchaser shall provide Seller
and its representatives reasonable access thereto, during normal business hours
and on at least three days' prior written notice, to enable Seller to prepare
financial statements or tax returns or respond to tax audits; provided, however,
Purchaser's obligations under this sentence shall survive the Closing only until
the end of the 26th full calendar month following the Closing Date; and provided
further, however, that Purchaser will not be obligated to incur any expense in
performing its obligations

                                       42



under this sentence. After the Closing Date, Seller shall retain for a period
consistent with Seller's record retention policies and practices in effect as of
the Execution Date, those records of Seller in Seller's possession as of the
Execution Date and as of the Closing Date that are or were applicable to the
Business. After the Closing, Seller shall provide Purchaser and its
representatives reasonable access to records regarding any Assets or Excluded
Assets and to records regarding any Liabilities (including, without limitation,
the Assumed Liabilities), during normal business hours and on at least three
days' prior written notice, in connection with claims asserted by third parties
against Purchaser specifically as to any such Excluded Assets or retained
Liabilities; provided, however, Seller's obligations under this sentence shall
survive the Closing only until the end of the 26th full calendar month following
the Closing Date; and provided further, however, that Seller will not be
obligated to incur any expense in performing its obligations under this
sentence. The provisions of this Section shall survive the Closing; provided,
however, to the extent any provisions of this Section specifically state that
they shall survive the Closing for a certain period of time, such provisions
shall survive the Closing only for such specified period of time.

      Section 5.14 Assistance in Proceeding. Seller and Mack will cooperate with
Purchaser in the contest or defense of, and make available, at Purchaser's sole
expense, such persons and provide any testimony and access to its books and
records in connection with, any proceeding involving or relating to (a) any
transaction contemplated by this Agreement, or (b) any action, activity,
circumstance, condition, conduct, event, fact, failure to act, incident,
occurrence, plan, practice, situation, status, or transaction involving Seller,
the Assets or the Business; provided, however, that except as otherwise
described in Article VI of this Agreement, the obligations of Seller and Mack
under this sentence that accrue after the Closing Date shall survive the Closing
only until the end of the 24th full calendar month following the Closing; and
provided further, however, that except as otherwise described in this Agreement
(including, without limitation, Article VI of this Agreement), Seller will not
be obligated to incur any expense in performing its obligations under this
sentence. The provisions of this Section shall survive the termination of this
Agreement and shall survive the Closing; provided, however, to the extent any
provisions of this Section specifically state that they shall survive the
Closing for a certain period of time, such provisions shall survive the Closing
only for such specified period of time.

      Section 5.15 Schedule 4.3(g). Between the Execution Date and the Closing
Date, the parties hereto will comply with the terms and conditions of Schedule
4.3(g) and will use diligent, good faith and commercially reasonable efforts to
mutually agree on a resolution of the matters identified in Schedule 4.3(g) in
the manner more particularly described in such Schedule.

      Section 5.16 Redundant Data Center. Between the Execution Date and the
Closing Date Seller will use diligent and good faith efforts to establish a
redundant off-site data facility ("Redundant Facility") for the technology
business of Seller that is an Excluded Asset, as such Redundant Facility is more
particularly described in the form Software License Agreement attached hereto as
Exhibit "F." Seller agrees to diligently commence and pursue securing a location
for the Redundant Facility and to diligently commence and pursue to completion
the design, development, construction and operation of the Redundant Facility as
soon after the Execution Date as is reasonably possible, with Seller acting in
good faith and in a commercially reasonable manner. Seller shall use diligent,
good faith and commercially reasonable efforts to cause the Redundant Facility
to be fully-functional on or before the Closing Date; provided, however,
Purchaser shall not be obligated to cause the Redundant Facility to be fully
functional until the earlier to occur of (a) the date set forth therefore in the
form Software License Agreement attached hereto as Exhibit "F," or (b) the 150th
day following the Execution Date. If the Closing does not occur for any reason
other than as a result of a breach by Seller of the terms of this Agreement,
Purchaser agrees to buy from Seller, at Seller's cost, all of the computer
equipment to be dedicated to the Redundant Facility that Seller procures from
independent third parties in arms-length

                                       43



transactions after the Execution Date; provided, however, in no event shall
Purchaser be obligated to pay Seller more than $132,000 for any of such
equipment and any such equipment that Purchaser does not buy from Seller, to the
extent Seller incurred more than $132,000 in procuring such equipment, shall
remain the sole property of Seller; provided further, however, that prior to
Purchaser purchasing any of such equipment from Seller, Seller must provide
Purchaser with reasonable supporting documentation evidencing the cost of such
equipment and describing the purpose that such equipment is or was intended to
serve in the Redundant Facility. Seller shall deliver possession of all such
equipment Purchaser buys from Seller pursuant to this Section promptly after
Seller receives payment therefore from Purchaser and at such time all such
equipment purchased by Purchaser shall be the sole property of Purchaser and
Seller shall have no further rights thereto. The provisions of this Section
shall survive the Closing and shall survive any termination of this Agreement.

      Section 5.17 Survival. The terms of each and every Section of this Article
V shall survive any termination of this Agreement and shall survive the Closing
in the manner described herein, as applicable.

                                   ARTICLE VI
                                    REMEDIES

      Section 6.1 Survival of Representations, Warranties and Covenants. The
representations and warranties of the parties contained in this Agreement, the
Schedules (including any supplements thereto made by Seller), the Transaction
Documents and any other certificate or document delivered pursuant to this
Agreement shall survive the Closing until the second anniversary of the Closing
Date (except the representations and warranties of Seller and Mack set forth in
Sections 2.15 and 4.9 shall survive until the fifth anniversary of the Closing
Date). The covenants, agreements and indemnities (except those contained in
Sections 5.1, 5.2, 5.3, 5.4, 5.8, 5.9, and 5.11, each of which shall not survive
the Closing Date) contained herein shall survive the Closing without limitation
as to time unless the covenant, agreement or indemnity specifies a time
limitation, in which case such covenant, agreement or indemnity shall survive
until the expiration of such specified term. The provisions of this Section
shall survive the termination of this Agreement and shall survive the Closing;
provided, however, to the extent any provisions of this Section specifically
state that they shall survive the Closing for a certain period of time, such
provisions shall survive the Closing only for such specified period of time.

      Section 6.2 Indemnification by Seller and Mack. Seller and Mack, jointly
and severally, shall defend, indemnify and hold harmless Purchaser and
Purchaser's affiliates and their respective subsidiaries, shareholders,
affiliates, officers, directors, employees, agents, successors and assigns
(Purchaser and such persons and entities, collectively, "Purchaser's Indemnified
Persons"), and shall reimburse Purchaser's Indemnified Persons, for, from and
against each and every demand, claim, loss, liability, judgment, damage, lien,
fine, penalty, action, cost and expense (including, without limitation,
reasonable fees, disbursements and expenses of attorneys, accountants and other
professional advisors) (collectively, the "Losses") imposed on or incurred by
Purchaser's Indemnified Persons, directly or indirectly, relating to, resulting
from, or arising out of (i) a breach of any representation or warranty made by
Seller in this Agreement, (ii) a breach of any express representation or
warranty, if any, made by Seller or Mack in any Transaction Document (other than
this Agreement), (iii) except for obligations maturing or accruing after the
Closing Date under the Assumed Liabilities, any Liabilities, obligations or
duties of Seller or Mack, whether accrued, absolute, contingent or otherwise,
arising out of, or in any way connected with, Seller's or Mack's activities
relating to the Assets, the Liabilities of the Business or the Business and/or
the operation of the Assets or the Business prior to the Closing (or, if the
same are not Assumed Liabilities, arising out of, or in any way connected with
Seller's or Mack's activities relating to the Assets, the Liabilities of the
Business or the Business before, on and after the Closing),

                                       44



(iv) except for obligations maturing or accruing after the Closing Date under
the Assumed Liabilities, the ownership, use, possession or operation of the
Assets or the Business at any time prior to the Closing Date, (v) any breach or
nonfulfillment of any covenant, agreement or other obligation of Seller or Mack
under this Agreement, any Transaction Document or any certificate or other
document delivered or to be delivered pursuant hereto or thereto, including,
without limitation, Seller or Mack's obligation to pay Purchaser any portion of
the Final Debt Consideration Amount (to the extent Seller or Mack is required to
pay any Final Debt Consideration Amount to Purchaser pursuant to Schedule
1.2.2), or (vi) the Schedule 9.16 Items; provided, however, that Purchaser will
pay over to Seller or Mack, as applicable, any insurance proceeds actually
received by Purchaser in respect of any such Losses to the extent such Losses
shall have been paid by Seller or Mack, as applicable, pursuant to this Section
6.2 and such proceeds have not already been applied by Purchaser to offset all
or any portion of such Losses; provided further, however, that Purchaser, in
Purchaser's sole and absolute discretion, may determine whether or not to file
or pursue a claim under any insurance that might be applicable to the matters
underlying any such Losses and Purchaser shall have no obligation to file or
pursue a claim under any such insurance. For purposes of this Agreement, Losses
shall be calculated after giving effect to any related tax benefit and amounts
recovered from third parties, including amounts recovered under insurance
policies with respect to such Losses, net of any costs to recover such amounts.
Notwithstanding the foregoing, Purchaser shall not be entitled to assert any
claim for indemnification under this Section 6.2 unless and until such time as
all Losses exceed $750,000 ("Purchaser's Basket") in the aggregate, at which
time any and all claims of Purchaser for indemnification of Losses in excess of
Purchaser's Basket may be asserted; provided, however, that Purchaser's Basket
shall not be applicable to any Losses attributable to (a) the failure of Seller
to deliver any of the Assets to Purchaser free from all Liabilities other than
the Assumed Liabilities or to pay or otherwise satisfy any payment obligations
related to the Assets which are presently existing or exist at any time prior to
the Closing Date and are not expressly assumed by Purchaser as an Assumed
Liability, (b) any breach by Seller or Mack of any representation, warranty,
covenant or obligation set forth in this Agreement or any Transaction Document
if such breach is attributable to the fraud, bad faith or willful misconduct of
Seller or Mack or if Seller or Mack had Actual Knowledge of the breach at the
time the covenant, representation or warranty was made, (c) the failure by
Seller or Mack to make or pay, as appropriate, to or for the benefit of
Purchaser, as appropriate, all or any portion of the Final Debt Consideration
Amount (to the extent Seller or Mack is required to pay any Final Debt
Consideration Amount to Purchaser pursuant to Schedule 1.2.2), or any
prorations, adjustments, reimbursements, settlements or reconciliations
specifically required to be made or paid by Seller or Mack pursuant to the
provisions of Article IV of this Agreement, (d) any breach by Seller of Section
2.8, 2.15 or 2.16, (e) Seller's failure to make any payment required to be made
by Seller in accordance with Section 4.9 or Section 5.6, or (f) the Schedule
9.16 Items. Notwithstanding anything in this Agreement to the contrary, none of
the Purchaser's Indemnified Persons shall be entitled to indemnity under the
Escrow Agreement or otherwise under this Section 6.2 with respect to, and Seller
shall not otherwise be liable for, any breach of a representation or warranty of
Seller hereunder if Purchaser had Actual Knowledge of such breach at or prior to
the Closing. The provisions of this Section shall survive the termination of
this Agreement and shall survive the Closing.

      Section 6.3 Indemnification by Purchaser. Except as otherwise expressly
provided in this Article VI, Purchaser shall defend, indemnify and hold harmless
Seller, Mack, and each of their respective subsidiaries, shareholders,
affiliates, officers, directors, employees, agents, successors and assigns
(Seller and such persons and entities, collectively, "Seller's Indemnified
Persons"), and shall reimburse Seller's Indemnified Persons, for, from and
against all Losses imposed on or incurred by Seller's Indemnified Persons,
directly or indirectly, relating to, resulting from or arising out of (i) a
breach of any representation or warranty made by Purchaser in this Agreement,
(ii) a breach of any

                                       45



express representation or warranty, if any, made by Purchaser in any Transaction
Document (other than this Agreement), (iii) any breach or nonfulfillment of any
covenant, agreement or other obligation of Purchaser under this Agreement, any
Transaction Document or any certificate or other document delivered or to be
delivered pursuant hereto or thereto, including, without limitation, Purchaser's
obligation to pay Seller any portion of the Purchase Consideration, any portion
of the Debt Holdback (to the extent Purchaser is required to pay any portion of
the Debt Holdback to Seller pursuant to Schedule 1.2.2), the Final Debt
Consideration Amount (to the extent Purchaser is required to pay any Final Debt
Consideration Amount in excess of the Debt Holdback to Seller pursuant to
Schedule 1.2.2), and Purchaser's obligation to pay its share of sales taxes as
provided in Section 5.6.2, (iv) obligations maturing or accruing after the
Closing Date under the Assumed Liabilities, or (v) the ownership, use,
possession or operation of the Assets from and after the Closing Date, provided,
however, that Seller or Mack, as applicable, will pay over to Purchaser any
insurance proceeds actually received by Seller or Mack in respect of any such
Losses to the extent such Losses shall have been paid by Purchaser pursuant to
this Section 6.3 and such proceeds have not already been applied by Seller or
Mack, as applicable, to offset all or any portion of such Losses; provided
further, however, that Seller or Mack, in their sole and absolute discretion,
may determine whether or not to file or pursue a claim under any insurance that
might be applicable to the matters underlying any such Losses and neither Seller
nor Mack shall have any obligation to file or pursue a claim under any such
insurance. Notwithstanding the foregoing, neither Seller nor Mack shall be
entitled to assert any claim for indemnification under this Section 6.3 unless
and until such time as all claims of such parties for indemnification hereunder
exceed $750,000 ("Seller's Basket") in the aggregate, at which time any and all
claims of Seller and/or Mack for indemnification in excess of Seller's Basket
may be asserted; provided, however, that Seller's Basket shall not be applicable
to any Losses attributable to (a) the failure of Purchaser to pay Seller any
portion of the Purchase Consideration, (b) any breach by Purchaser of any
representation, warranty, covenant or obligation set forth in this Agreement or
any Transaction Document if such breach is attributable to Purchaser's fraud,
bad faith or willful misconduct or if Purchaser had Actual Knowledge of the
breach at the time the covenant, representation or warranty was made, (c) the
failure by Purchaser to make or pay, to or for the benefit of Seller and Mack,
as appropriate, any portion of the Debt Holdback (to the extent Purchaser is
required to pay any portion of the Debt Holdback to Seller pursuant to Schedule
1.2.2) or any portion of the Final Debt Consideration Amount (to the extent
Purchaser is required to pay any Final Debt Consideration Amount in excess of
the Debt Holdback to Seller pursuant to Schedule 1.2.2), or any prorations,
adjustments, reimbursements, settlements or reconciliations specifically
required to be made or paid by Purchaser pursuant to the provisions of Article
IV of this Agreement, (d) any breach by Purchaser of Section 3.5, or (e)
Purchaser's failure to make any payment required to be made by Purchaser in
accordance with Section 5.6. Notwithstanding anything in this Agreement to the
contrary, none of the Seller's Indemnified Persons shall be entitled to
indemnity under this Section 6.3 with respect to, and Purchaser shall not
otherwise be liable for, any breach of a representation or warranty of Purchaser
hereunder if either Seller or Mack had Actual Knowledge of such breach at or
prior to the Closing. The provisions of this Section shall survive the
termination of this Agreement and shall survive the Closing.

      Section 6.4 Indemnification Procedures. If any action, claim or proceeding
shall be brought or asserted by one or more third parties against a party hereto
or any successor or indemnified person related thereto (the "Indemnified
Person") in respect of which indemnity may be sought under this Article VI from
an indemnifying person or any successor thereto (the "Indemnifying Person"), the
Indemnified Person shall give prompt written notice of such action, claim or
proceeding, together with a copy of such claim, process or other legal pleading,
to the Indemnifying Person, who shall assume the defense thereof, including the
employment of counsel approved by the Indemnified Person (which approval shall
not be unreasonably withheld or delayed) and the payment of all expenses; except
that

                                       46



any delay or failure to so notify the Indemnifying Person shall relieve the
Indemnifying Person of its obligations hereunder only to the extent, if at all,
that it is prejudiced by reason of such delay or failure. The Indemnified Person
shall have the right to employ separate counsel in any of the foregoing actions,
claims or proceedings and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the Indemnified Person
unless both the Indemnified Person and the Indemnifying Person are named as
parties and the Indemnified Person shall in good faith determine that
representation by the same counsel is inappropriate. In the event that the
Indemnifying Person, within twenty days after notice of any such action, claim
or proceeding (or, if earlier, by the 10th day preceding the day on which an
answer or other pleading must be served in order to prevent judgment by default
in favor of the person asserting such action, claim or proceeding), fails to
assume the defense thereof, the Indemnified Person shall have the right (upon
further notice to the Indemnifying Person) to undertake the defense, compromise
or settlement of such action, claim or proceeding for the account and at the
risk of the Indemnifying Person and at the Indemnifying Person's expense,
subject to the right of the Indemnifying Person to assume the defense of such
action, claim or proceeding with counsel reasonably satisfactory to the
Indemnified Person at any time prior to the settlement, compromise or final
determination thereof. Anything in this Article VI to the contrary
notwithstanding, the Indemnifying Person shall not, without the Indemnified
Person's prior written consent, settle or compromise any action, claim or
proceeding, or consent to the entry of any judgment with respect to any action,
claim or proceeding for anything other than money damages paid by the
Indemnifying Person, and then only if the claimant provides to the Indemnified
Person a release from all liability in respect of such action, claim or
proceeding. The Indemnifying Person may, without the Indemnified Person's prior
written consent, settle or compromise any such action, claim or proceeding or
consent to entry of any judgment with respect to any such action, claim or
proceeding that requires solely the payment of money damages by the Indemnifying
Person, and that includes as an unconditional term thereof the release by the
claimant or the plaintiff of the Indemnified Person from all liability in
respect of such action, claim or proceeding. The Indemnified Party and the
Indemnifying Party will cooperate with all reasonable requests of the other. As
a condition to asserting any rights under this Article VI, each Purchaser's
Indemnified Person must appoint Purchaser, and each Seller's Indemnified Person
must appoint Steven Mack, as its sole agent for all matters relating to any
claim hereunder. The provisions of this Section shall survive the termination of
this Agreement and shall survive the Closing.

      Section 6.5 Burden of Proof; Waiver. The right to indemnification,
reimbursement, or any other remedy based on the breach of any representations,
warranties, covenants or obligations set forth herein or in the Transaction
Documents by the non-breaching party shall not be affected by any investigation
conducted by the non-breaching party with respect to the accuracy or inaccuracy
of, or compliance with, any such representation, warranty, covenant or
obligation, except to the extent the non-breaching party had Actual Knowledge at
or prior to the Closing of the inaccuracy of, or non-compliance with, any such
representation, warranty, covenant or obligation; provided, however, the
provisions of the foregoing exception shall not apply to Schedule 9.16 Items. In
cases throughout this Agreement where the term Actual Knowledge qualifies or
limits any representation, warranty, covenant or obligation of a party hereto,
the parties hereby agree that the burden of proving that a party had Actual
Knowledge of the fact or matter in question shall be borne by the party to whom
such Actual Knowledge is attributed. No waiver by any party of any default or
breach by another party of any representation, warranty, covenant or condition
contained in this Agreement, any Transaction Documents, any attachments,
exhibits or schedules attached hereto or thereto or any document, instrument or
certificate contemplated hereby shall be deemed to be a waiver of any subsequent
default or breach by such party of the same or any other representation,
warranty, covenant or condition. No act, delay, omission or course of dealing on
the part of any party in exercising any right, power or remedy under this
Agreement or at law or in equity shall operate as a waiver thereof or otherwise

                                       47



prejudice any of such party's rights, powers and remedies, except as expressly
provided herein to the contrary. No waiver of any provision of this Agreement or
of any parties' failure to comply with this Agreement shall be valid unless such
waiver is in writing and signed by the party to be charged with waiving the
benefits of such provision or compliance. The provisions of this Section shall
survive the termination of this Agreement and shall survive the Closing.

      Section 6.6 Remedies. Except as expressly set forth elsewhere in this
Agreement to the contrary (including, without limitation, the provisions of
Sections 4.7 and 7.3), the remedies provided in this Article VI shall be the
sole and exclusive remedies available to a party hereto for the breach of any
representation, warranty, covenant or obligation hereunder by another party
hereto; provided, however, that, notwithstanding the foregoing and subject to
the limitations contained in Sections 6.2, 6.3 and 6.7: (i) any party may seek
injunctive or similar equitable relief for any breach of this Agreement by
another party, and (ii) any party may seek any damages, rights and remedies
available to such party hereunder or at law or in equity for (x) any breach by a
party hereto of any covenant or obligation of such breaching party set forth in
this Agreement or any Transaction Document if such breach is attributable to the
breaching party's fraud, bad faith or willful misconduct, or (y) any violation
of tax or securities related laws by a party hereto. All remedies available to
the parties, whether hereunder or at law or in equity, as such remedies may
otherwise be limited pursuant to this Agreement, shall be cumulative and the
election of any one or more shall not constitute a waiver of the right to pursue
other available remedies. The provisions of this Section shall survive the
termination of this Agreement and shall survive the Closing.

      Section 6.7 Limitation of Liability. Notwithstanding anything contained in
this Agreement or any Transaction Document to the contrary, it is agreed and
acknowledged that the liability of Seller and Mack hereunder and under any
Transaction Document, in the event the Closing occurs, shall be limited to a
combined aggregate amount equal to $20,000,000. Notwithstanding anything
contained in this Agreement or any Transaction Document to the contrary, in the
event the Closing occurs, except for Purchaser's obligation to pay the Purchase
Consideration, it is agreed and acknowledged that the liability of Purchaser
hereunder and under any Transaction Document shall be limited to a combined
aggregate amount equal to $20,000,000. In the event the Closing does not occur,
the parties hereby agree that the liability of one party to the other shall not
be limited, except as to the extent required or permitted by Applicable Law.
Purchaser also agrees that from and after the Closing Date any Shares then being
held by the Escrow Agent pursuant to the Escrow Agreement, if any, shall serve
as the first source for satisfaction of any of claims made by Purchaser under
this Agreement except for claims related to Seller's failure to make any payment
to Purchaser required pursuant to the provisions of Schedule 1.2.2, if any and
Seller agrees that it will make any such Schedule 1.2.2 payment, if any, to
Purchaser in the manner more particularly described in Schedule 1.2.2. The
provisions of this Section shall survive the termination of this Agreement and
shall survive the Closing. Notwithstanding the foregoing, if the Closing occurs,
amounts paid or payable by one party to the other pursuant to Schedule 1.2.2 or
pursuant to the express proration, adjustment, reimbursement, settlement or
reconciliation covenants and provisions of Article IV of this Agreement shall
not be applied against, or act to reduce, the maximum post-Closing liability
limitation amount set forth in this Section for the party paying, or obligated
to pay, such amounts.

      Section 6.8 Survival. The terms of each and every Section of this Article
VI shall survive any termination of this Agreement and shall survive the Closing
in accordance with their respective terms.

                                       48



                                   ARTICLE VII
                                  MISCELLANEOUS

      Section 7.1 Confidentiality. As used in this Agreement, "Confidential
Information" shall mean any and all information, knowledge and intelligence of
any type whatsoever, whether in writing, oral or electronic, relating in any
manner to the party possessing, owning and disclosing such information
("Disclosing Party"), including, but not limited to, all of the Disclosing
Party's financial information and all due diligence materials delivered by the
Disclosing Party to the other party ("Receiving Party"), including all trade
secrets, marketing strategies, business strategies, financial information,
procedures, research, lists, methodologies, contracts, business records, and
know-how; provided, however, any information that is either (i) generally known
by the public through no fault of the Receiving Party, (ii) disclosed to the
Receiving Party without any associated obligation of confidentiality from a
source other than the Disclosing Party who was authorized to disclose such
information without a confidentiality obligation, whether by contract, fiduciary
duty or otherwise, to the Disclosing Party, or (iii) independently known to, or
developed by, the Receiving Party without reference to the Disclosing Party's
Confidential Information, shall not be considered Confidential Information. The
fact that this Agreement exists shall also be deemed Confidential Information,
except to the extent any disclosure of the terms of this Agreement is required
by any Applicable Law, including, without limitation, any applicable securities
law. In order to enable the parties hereto to perform their pre-Closing due
diligence, a Disclosing Party hereto may disclose certain of its own
Confidential Information to a Receiving Party. The Receiving Party recognizes
and acknowledges that the Disclosing Party's Confidential Information is the
exclusive property of the Disclosing Party, is material, is confidential and
greatly affects the goodwill and the personal and business success of the
Disclosing Party. Accordingly, as a material inducement for each party to enter
into this Agreement, each party hereto hereby covenants and agrees that, except
as expressly provided herein, it will not now, or at any time in the future,
directly or indirectly, divulge, reveal or communicate, either orally or in
writing, to any other Person or to the public, any of the other party's
Confidential Information or use any of the other party's Confidential
Information for their benefit or for the benefit of others except: (i) with the
prior written consent of the Disclosing Party (which consent may be withheld in
such Disclosing Party's sole discretion); or (ii) as required by law, rule or
regulation. Notwithstanding the foregoing, the Receiving Party may disclose the
Disclosing Party's Confidential Information to the employees, officers,
directors, shareholders, accountants, attorneys, consultants and advisors of
such Receiving Party, but only to the extent such people require such
Confidential Information in order for the Receiving Party to effectively pursue
the consummation of the transaction contemplated by this Agreement; provided,
however, the Receiving Party shall require any of its employees, officers,
directors, shareholders, accountants, attorneys, consultants or advisors who
receive the Disclosing Party's Confidential Information to comply with the
confidentiality provisions of this Agreement and the Receiving Party shall be
liable for any breach of the terms of the confidentiality provisions of this
Agreement by its own employees, officers, directors, shareholders, accountants,
attorneys, consultants or advisors as if the Receiving Party had breached the
Agreement itself. If there any inconsistencies or conflicts between the terms of
this Agreement and the terms of that certain Confidentiality Agreement dated
June 9, 2004, executed by and between Seller and Purchaser, the terms of this
Agreement shall control any such inconsistencies or conflicts. The provisions of
this Section shall not prohibit any party from contacting the other party's
employees, suppliers, vendors, landlords, franchisees, tenants, licensors,
licensees, advisors, distributors or service providers to the extent such third
parties need to be contacted in order to effectuate the Closing of the
transactions contemplated hereby; provided, however, that no party hereto may
contact any of the other party's suppliers, vendors, landlords, franchisees,
tenants, licensors, licensees, advisors, distributors or service providers
without first obtaining such other party's prior consent to make such contact,
such consent not to be unreasonably withheld or delayed.

                                       49



The provisions of this Section shall survive the termination of this Agreement
and shall survive the Closing.

      Section 7.2 Return of Confidential Information; Public Releases. If this
Agreement is terminated for any reason, each Receiving Party will return to the
Disclosing Party all of the Disclosing Party's Confidential Information without
keeping copies of such Confidential Information (except for one record copy to
be maintained in confidence by the Receiving Party's counsel) and shall not use
any of the Disclosing Party's Confidential Information for its benefit or for
the benefit of others. Additionally, at all times after the Execution Date until
the Closing, Seller and Purchaser shall not make any public release of
information regarding the matters contemplated herein except (i) that Purchaser
and Seller may each continue such communications with employees, officers,
directors, shareholders, accountants, attorneys, consultants, advisors,
suppliers, lenders, lessors and other particular individuals or groups as may be
legally required or necessary or appropriate and not inconsistent with the best
interests of the other party or the prompt consummation of the transactions
contemplated by this Agreement, and (ii) as required by law; provided, however,
that Purchaser may make public releases regarding this Agreement and the
transactions contemplated hereby to the extent Purchaser reasonably believes the
same to be prudent in connection with its disclosure obligations or its past
practices; and provided further, however, Purchaser will not make any such
public release unless it has first given Seller a reasonable opportunity to
review and comment on such release. The provisions of this Section shall survive
the termination of this Agreement and shall survive the Closing.

      Section 7.3 Breach of Confidentiality Provisions. In view of the
irreparable harm and damage which would occur to the Disclosing Party as a
result of a breach or a threatened breach by the Receiving Party under Sections
7.1 or 7.2 hereof, and in view of the lack of an adequate remedy at law to
protect the Disclosing Party in connection with such a breach, the Disclosing
Party shall have the right to receive, and the Receiving Party hereby consents
to the issuance of, temporary and permanent injunctions enjoining the Receiving
Party from any violation of Sections 7.1 and 7.2 of this Agreement. The
Receiving Party acknowledges that both temporary and permanent injunctions are
appropriate remedies for such a breach or threatened breach. The foregoing
remedies shall be in addition to, and not in limitation of, any other rights or
remedies to which the Disclosing Party is or may be entitled at law or in
equity, including, without limitation, the right to specific performance and the
right to receive damages. The Receiving Party's obligation to protect the
Disclosing Party's Confidential Information in accordance with this Agreement
shall terminate five (5) years from the date of this Agreement. The provisions
of this Section shall survive the termination of this Agreement and shall
survive the Closing; provided, however, to the extent any provisions of this
Section specifically state that they shall survive the termination of this
Agreement or the Closing for a certain period of time, such provisions shall
survive such termination or Closing only for such specified period of time.

      Section 7.4 Amendment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all of the parties
hereto.

      Section 7.5 Assignment. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto; provided, however,
Purchaser may assign all of its rights under this Agreement to an affiliate of
Purchaser ("Permitted Assignee"); provided further, however, that Purchaser
shall remain jointly and severally liable with such Permitted Assignee for all
of the obligations and liabilities of the "Purchaser" hereunder. Additionally,
in the event of such an assignment by Purchaser to a Permitted Assignee, (a)
Purchaser and the Permitted Assignee shall each make the representations and
warranties set forth in Article III hereof, as the same may need reasonable
modification to properly reflect the entity type and state of formation of the
Permitted Assignee (except the Permitted Assignee will not make the

                                       50



representation set forth in the third sentence of Section 3.2, (b) Purchaser
shall, in addition to remaining primarily, jointly and severally liable for all
of the obligations of the "Purchaser" hereunder, be responsible for directly
performing any of the obligations of the "Purchaser" hereunder that would be
impossible or impractical for the Permitted Assignee to perform, including,
without limitation, the issuance of the Shares.

      Section 7.6 Parties In Interest; No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, devisees,
executors, administrators, trustees, legal representatives, successors and
assigns of the parties hereto. Neither this Agreement nor any other agreement
contemplated hereby shall be deemed to confer upon any Person not a party hereto
or thereto any rights or remedies hereunder or thereunder. The provisions of
this Section shall survive the termination of this Agreement and shall survive
the Closing.

      Section 7.7 Entire Agreement. This Agreement, the attached Attachments,
Exhibits and Schedules, and the Transaction Documents constitute the entire
agreement of the parties regarding the subject matter hereof, and supersede all
prior agreements and understandings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof. Except as expressly
provided elsewhere in this Agreement, if there are any conflicts between the
terms of this Agreement, the Attachments, Exhibits or Schedules attached hereto
or any of the Transaction Documents, the most restrictive of the conflicting
provisions shall control. The provisions of this Section shall survive the
termination of this Agreement and shall survive the Closing.

      Section 7.8 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in its terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable. The provisions of this Section shall survive the
termination of this Agreement and shall survive the Closing.

      Section 7.9 Captions. The captions in this Agreement are for convenience
of reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.

      Section 7.10 Notice. Any notice or communication hereunder or in any
agreement entered into in connection with the transactions contemplated hereby
must be in writing and given by (a) depositing the same in the United States
mail, postage prepaid and registered or certified with return receipt requested
and addressed to the intended recipient's Notice Address, (b) by sending the
same via a nationally recognized overnight courier for next business day
delivery to the intended recipient's Notice Address, (c) by sending the same via
an electronically confirmed telecopy transmission to the telecopy number listed
in the intended recipient's Notice Address, or (d) by delivering the same in
person to the intended recipient's Notice Address. Any such notice shall be
deemed received on the earlier to occur of (a) the date of actual receipt of the
notice, (b) the date evidenced on a signed delivery receipt as the date of
delivery or the date delivery was refused, if the notice is delivered in person,
or via certified or registered mail or by an overnight courier for next business
day delivery, or (c) on the date set forth on an electronically generated fax
confirmation sheet if the notice is sent via telecopy. Any notice delivered by
Purchaser to any one Seller Entity or to Mack shall constitute notice to each
such Seller

                                       51



Entity and to Mack. For purposes of notice, the address for notices ("Notice
Address") for each party hereto is as follows:

IF TO SELLER OR MACK:

Camco, Inc.
3021 Business Lane
Las Vegas, NV 89103
Attention: Bryan Waters
Phone: 702.735.4444 ext. 141
Fax: 702.739.7344

With a copy (which shall not constitute notice) to:

Jonathan K. Layne
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067
Phone: 310.552.8641
Fax: 310.552.7053

If to Purchaser:

Cash America International, Inc.
1600 W. 7th Street
Fort Worth, Texas 76102
Attn: Curtis Linscott
Phone: 817.570.1687
Fax: 817.570.1647

Any party may change its Notice Address for notice by written notice given to
the other parties in accordance with this Section.

      Section 7.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Any signature on this
Agreement or any other Transaction Document may be a facsimile signature and all
parties agree that any signature delivered by facsimile shall be treated as an
original signature to any such document.

      Section 7.12 Survival. The terms of each and every Section of this Article
VII shall survive any termination of this Agreement and shall survive the
Closing in accordance with their respective terms.

                                  ARTICLE VIII
                             RESOLUTION OF DISPUTES

      Section 8.1 Mediation. Each party hereto (each, a "Claiming Party") agrees
that as a condition precedent to the bringing of any litigation or arbitration
action, suit or proceeding to settle any disputes between the parties hereto, or
to resolve any claim or controversy arising out of, or related to

                                       52



this Agreement or the Transaction Documents or the making, performance, or
interpretation thereof, or to enforce any rights hereunder or under any
Transaction Document, or to assert a claim for damages in connection herewith or
in connection with any Transaction Document (collectively, an "Action"), that
such Claiming Party will give each other party hereto (each, a "Non-Claiming
Party") ten (10) days prior written notice ("Claim Notice") of its intent to
bring such an Action, and to be effective such Claim Notice must specifically
describe the claim in detail and must identify the Approved Jurisdiction in
which the Claiming Party desires to bring such Action. Upon receipt of a Claim
Notice, any Non-Claiming Party may elect to require mediation as provided herein
(which election shall be made by written notice given by such Non-Claiming Party
to the other parties hereto within ten (10) days of its receipt of the Claim
Notice). If a Non-Claiming Party timely requires mediation, the parties hereto
agree to submit to non-binding mediation in the Approved Jurisdiction, with such
mediation to be conducted in accordance with laws of the State of Texas;
provided, however, that the mediator used in the mediation proceeding must have
its principal place of business in the metropolitan area of the selected
Approved Jurisdiction. A Claiming Party's failure to give a proper and complete
Claim Notice required by this Section 8.1 shall be grounds for the staying of
any such Action pending submission of a proper and complete Claim Notice by the
Claiming Party to the Non-Claiming Party and pending the completion of any
mediation, if any, required by the Non-Claiming Party pursuant to this Section.
The provisions of this Section 8.1 do not apply to Actions that are excluded
from the mandatory arbitration provisions of this Agreement. Each party will be
responsible for its own costs and expenses incurred in connection with any
mediation proceeding; provided, however, Seller and Purchaser will equally share
the responsibility for paying the costs and fees of the mediator.

      Section 8.2 Arbitration. Except as provided in Section 8.4 and Section 8.8
below, each party hereto agrees that any Action not settled pursuant to the
mediation process described in Section 8.1 shall be finally settled solely and
exclusively by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association ("AAA") or any successor organization.
The place of arbitration shall be the Approved Jurisdiction described in the
Claim Notice; provided, however, that the laws applicable to the arbitration
proceeding shall be the laws of the State of Texas. The procedure for selecting
the arbitrator(s) will be as prescribed by the AAA or its successor; provided,
however, that if the AAA or a successor is not in existence or does not provide
such a procedure, then Seller and Purchaser will each select one arbitrator and
said arbitrators will select a third; provided further, however, that all
arbitrators used in any arbitration proceeding must have their principal place
of business in the metropolitan area of the selected Approved Jurisdiction.

      Section 8.3 Arbitration Awards. The award of the arbitrator(s) shall be
the sole and exclusive remedy between the parties regarding any Action brought
before the arbitrator(s) and shall be made and shall promptly be payable free of
any tax (to the extent the party making such payment is responsible for such
tax), deduction, or offset. Any costs, fees, or taxes incident to enforcing the
award shall, to the maximum extent permitted by law, be charged against the
party resisting such enforcement if the award is confirmed by the court.
Judgment upon the award of the arbitrator(s) may be entered in a court having
jurisdiction thereof located in the Approved Jurisdiction in which such
arbitration proceeding is held, or application may be made to a court of
competent jurisdiction in such Approved Jurisdiction for a judicial acceptance
of the award or for an order of enforcement.

      Section 8.4 Injunctive Relief. Nothing herein contained shall bar the
right of either party to obtain injunctive relief against threatened conduct
that will cause loss or damages under the applicable laws and rules of equity,
including the applicable rules for obtaining preliminary injunctions; provided,
however, that such relief must be sought only from a court of competent
jurisdiction that is located within an Approved Jurisdiction. Any claim brought
under this Section 8.4 is not subject to the Claiming Party first proceeding
under Sections 8.1 or 8.2 above.

                                       53



      Section 8.5 Waiver of Jury Trial. To the extent permitted by applicable
law, each party hereto irrevocably waives trial by jury in any Action, whether
at law or in equity, brought by any of them against any of the others.

      Section 8.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS (BUT NOT THE LAWS AND RULES GOVERNING CONFLICTS OF
LAWS) OF THE STATE OF TEXAS. THE CLAIMING PARTY HAS THE RIGHT TO CHOOSE THE
APPROVED JURISDICTION IN WHICH ANY ACTION ARISING BETWEEN THE PARTIES WILL BE
HEARD. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
JURISDICTION OF, AND TO RESOLVE ANY ACTION IN, THE APPROVED JURISDICTION
SELECTED BY THE CLAIMING PARTY. EACH PARTY AGREES (I) NOT TO COMMENCE ANY ACTION
EXCEPT IN AN APPROVED JURISDICTION, (II) TO WAIVE ANY DEFENSES AS TO PERSONAL
JURISDICTION IN ANY APPROVED JURISDICTION, AND (III) THAT SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED OR CERTIFIED MAIL TO
EACH PARTY'S RESPECTIVE ADDRESS FOR NOTICES SET FORTH IN THIS AGREEMENT SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION BROUGHT AGAINST A PARTY HERETO IN
ANY APPROVED JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION IN ANY APPROVED
JURISDICTION AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH APPROVED JURISDICTION THAT ANY SUCH
ACTION BROUGHT IN ANY SUCH APPROVED JURISDICTION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. FOR PURPOSES OF THIS AGREEMENT AND ANY TRANSACTION DOCUMENT,
ONLY TARRANT COUNTY, TEXAS AND CLARK COUNTY, NEVADA SHALL BE "APPROVED
JURISDICTIONS."

      Section 8.7 Costs and Fees. In the event Purchaser brings an Action
against Seller or Mack in Tarrant County, Texas or in the event Seller or Mack
brings an Action against Purchaser in Clark County, Nevada and the party
bringing such Action does not ultimately prevail in such Action, then, in
addition to any other relief the prevailing party may be awarded, the
non-prevailing party shall be obligated to reimburse the prevailing party for
the prevailing party's actual documented out-of-pocket travel costs incurred in
connection with defending such Action. Furthermore, the prevailing party in any
Action shall be entitled to recover from the other party reasonable
out-of-pocket costs and expenses, including reasonable attorneys' fees and
disbursements, court costs, arbitration costs and fees and the costs and fees of
the arbitrators, if applicable, incurred in connection with such Action,
provided, however, the reimbursement of any such costs, expenses, fees and
disbursements by one party to the other under this sentence shall be in addition
to any other relief that may be awarded. Notwithstanding anything herein to the
contrary, in the event a court or the arbitrator(s) determine that no party in
an Action can be deemed the prevailing party in such Action, the court or
arbitrator(s) may, for good cause, to be determined in the sole discretion of
the court or the arbitrator(s), require each party to pay all or any portion of
their own travel-related costs, attorneys' fees, court costs, arbitration
related fees and costs and/or any other out-of-pocket costs or expenses incurred
by such party in connection with such Action.

      Section 8.8 Third Parties in an Action. Notwithstanding anything herein to
the contrary, no party hereto will be compelled to mediate or arbitrate any
Action if an unrelated third party that is not a party to this Agreement or any
applicable Transaction Document is a necessary party to the Action unless such
third party (whether one or more) agrees to join the mediation or arbitration or
can be

                                       54



compelled to join the mediation or arbitration. In no event, however, can any
such unrelated third party mandate a change in the governing law hereunder or
under any Transaction Document or mandate that such Action be heard in any
location other than in an Approved Jurisdiction unless such unrelated third
party obtains a final and non-appealable court order mandating a change in
location or a change in the governing law.

      Section 8.9 Survival. The terms of each and every Section of this Article
VIII shall survive any termination of this Agreement and shall survive the
Closing.

                                   ARTICLE IX
                                  DEFINITIONS

This Article IX sets forth the definitions of certain defined terms used
throughout Articles I through VIII of this Agreement.

      Section 9.1 Accrued Liabilities. The term "Accrued Liabilities" means all
Assumed Liabilities that have a scheduled payment date after the Closing Date
and relate to a period of time prior to the Closing Date (Accrued Liabilities
may include, without limitation, real estate taxes, personal property taxes, and
Lease Pass-Through Charges).

      Section 9.2 Applicable Laws. The term "Applicable Laws" means all laws,
regulations, rules, statutes, orders, ordinances and licensing requirements that
are or were applicable to Seller or the conduct or operation of the Business or
the ownership or use of any of its assets, including without limitation the
Assets. Without limiting the foregoing, Applicable Laws include, without
limitation, all federal, state and local laws, regulations, rules, statutes,
orders, ordinances and requirements, and specifically include, without
limitation, the Bank Secrecy Act, the U.S.A. Patriot Act, the Gramm-Leach-Bliley
Act, the Consumer Reporting Employment Clarification Act, the Consumer
Collection Credit Act, the Fair Debt Collection Practices Act, the Fair Credit
Reporting Act, the Americans With Disabilities Act, all truth-in-lending related
laws, all gun and firearm laws, all laws of each state and locality in which
Seller or any of Seller's affiliates or franchisees do business that are
applicable to employers, pawnbrokers, jewelers, second-hand goods dealers,
payday lenders, check cashers and title lenders, all state and federal
franchising and business opportunity laws, all usury and consumer protection
related laws, all federal, state and local tax laws, all applicable zoning and
licensing laws, all environmental and human health and safety laws, all other
federal, state and local laws, regulations, rules, statutes, orders, ordinances
and requirement, together with all regulations, rules, orders and requirements
promulgated under each of the foregoing.

      Section 9.3 Commitments. The term "Commitments" means all Consumer Loans,
all Consumer Loan Documents, all Leases, all Franchise Agreements and all other
written or oral documents, agreements, contracts, commitments, letters of
intent, leases, licenses, instruments, notes, binders and obligations that
relate to the Assets or the Assumed Liabilities or that entitle Seller to
receive, or require Seller to pay, $5,000 or more or that grant Seller rights,
or impose obligations on Seller, that will or could extend beyond the Closing
Date.

      Section 9.4 Consumer Loan Documents. The term "Consumer Loan Documents"
means all Consumer Loan accounts, documents, files, pawn tickets, buy-sell or
repurchase agreements, layaway contracts, loan documents, loan contracts, loan
applications, loan files, customer checks, promissory notes, promises to pay,
certificates of title, security agreements, sales receipts, store credit
receipts and vouchers, consignment contracts and other evidences of indebtedness
or evidences of accounts receivable reflected by Seller's books and records as
owed to and owned by Seller.

                                       55



      Section 9.5 Consumer Loans. The term "Consumer Loans" means all consumer
loan accounts and receivables of the Business, including, without limitation,
pawn loans, deferred deposit (or payday) loans, auto (or title) loans,
installment loans and all other loans made by Seller to consumers, to the extent
that any such loans, whether or not the same are current or delinquent, are
being assigned to and assumed by Purchaser pursuant to this Agreement and the
other Transaction Documents.

      Section 9.6 Current Liabilities. The term "Current Liabilities" means any
current liabilities, current expenses or other current obligations of Seller
incurred or arising in Seller's ordinary course of business that are generally
consistent with Seller's past practices.

      Section 9.7 Force Majeure. The term "Force Majeure" means the occurrence
of an act of God or any event that is beyond the reasonable control of a party
hereto so long as such party acted diligently, reasonably and in good faith to
prevent or cure such event.

      Section 9.8 GAAP. The term "GAAP" means generally accepted accounting
principles as in effect in the United States as set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a
substantial segment of the accounting profession, that are applicable to the
circumstances in question as of the date of determination, consistently applied.

      Section 9.9 Hazardous Substances. The term "Hazardous Substance(s)" means
any and all solid, hazardous, toxic, harmful or radioactive substances or
wastes; pollutants; contaminants of any kind; or any other materials or
substances, including without limitation asbestos, presumed asbestos-containing
material or asbestos containing material, petroleum substance/crude oil or any
refined or unrefined fraction or derivative of crude oil such as motor fuels,
that are now or hereafter identified, classified, defined, or regulated under
any Applicable Laws.

      Section 9.10 Liability. The term "Liability" means, with respect to any
Person, any liability or obligation of such Person of any kind, character or
description, whether known or unknown, absolute or contingent, foreseen or
unforeseen, accrued or unaccrued, liquidated or unliquidated, secured or
unsecured, joint or several, due or to become due, vested or unvested,
executory, determined, determinable or otherwise and whether or not the same is
required to be accrued on the financial statements of such Person.

      Section 9.11 Material Adverse Effect and Material Adverse Change. The
terms "Material Adverse Effect" and "Material Adverse Change" mean any
circumstance, event, or series of circumstances or events, of whatever nature
(other than any change in economic, regulatory or industry conditions generally)
which together or individually (a) would reasonably be expected to have a
material adverse effect on the operations, Liabilities, value or condition
(financial or otherwise) of the Assets, the Business or Seller, or (b) would
reasonably be expected to render it impossible for Seller or Mack to consummate
the transactions contemplated under this Agreement or under any of the
Transaction Documents.

      Section 9.12 Other Business Activities. The term "Other Business
Activities" means all collection activities, check cashing activities, title
loan activities, insurance products and services, money order and wire transfer
products and services, prepaid products and services, tax preparation services
and all other products, services and business activities sold or conducted by
the Business other than pawn loans and deferred deposit (payday) loans and the
sale of merchandise acquired as a result of pawn loan forfeitures.

                                       56



      Section 9.13 Person. The term "Person" shall mean an individual,
partnership, corporation, trust, limited liability company, limited liability
partnership, joint stock company, unincorporated association, joint venture or
any other entity or any government body.

      Section 9.14 Prepaid Expenses. The term "Prepaid Expenses" means all
amounts that have been prepaid by Seller for a period of service that extends
beyond the Closing Date to the extent the same are paid in connection with
Assumed Liabilities, and Prepaid Expenses may include, without limitation, rents
(for the current or next calendar month), waste services and security services.

      Section 9.15 Purchaser Material Adverse Effect and Purchaser Material
Adverse Change. The terms "Purchaser Material Adverse Effect" and "Purchaser
Material Adverse Change" mean any circumstance, event, or series of
circumstances or events, of whatever nature (other than any change in economic,
regulatory or industry conditions generally) which together or individually (a)
would reasonably be expected to have a material adverse effect on the
operations, Liabilities, value or condition (financial or otherwise) of
Purchaser or its business, or (b) would reasonably be expected to render it
impossible for Purchaser to consummate the transactions contemplated under this
Agreement or under any of the Transaction Documents.

      Section 9.16 Schedule 9.16 Items. The term "Schedule 9.16 Items" means the
facts, matters and items set forth in Schedule 9.16 hereto.

      Section 9.17 Transaction Documents. The term "Transaction Documents" means
this Agreement and the other agreements, certificates, instruments and documents
contemplated hereby to be executed and delivered by any party to this Agreement
at or prior to the Closing.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

                                       57



      EXECUTED effective as of the Execution Date.

PURCHASER:                                CAMCO:

CASH AMERICA INTERNATIONAL,               CAMCO, INC., a Nevada corporation
 INC., a Texas corporation

By:   /s/  Daniel R. Feehan               By:   /s/  Steven A. Mack
      ------------------------------            -------------------------------
      Daniel R. Feehan, President               Steven A. Mack,
                                                Chief Executive Officer

SUPERPAWN:                                MACK:

SUPERPAWN, INC., a Nevada corporation

                                          /s/  Steven A. Mack
                                          ------------------------------
                                          STEVEN A. MACK

By:   /s/  Steven A. Mack
      ------------------------------
      Steven A. Mack,
      Chief Executive Officer

                                       58



                                  ATTACHMENT A

                        DEFINITIONS CROSS-REFERENCE TABLE
                                       AND
                         LIST OF EXHIBITS AND SCHEDULES

DEFINITIONS CROSS-REFERENCE TABLE:



          DEFINED TERM                                   SECTION OF AGREEMENT**
- ---------------------------------                        ----------------------
                                                      
AAA                                                                       8.2

Accepting Seller's Employees                                             4.10

Accrued Liabilities                                                       9.1

Action                                                                    8.1

Actual Knowledge                                          Article II Preamble

Additional Financial Statements                                           4.3

Affidavit                                                    REPP - Section 4

Agreement                                                            Preamble

Allocated Amount                                             REPP - Section 4

Applicable Laws                                                           9.2

Approved Jurisdictions                                                    8.6

Assets                                                               Recitals

Assumed Liabilities                                                       1.3

Assumed Taxes                                                REPP - Section 4

Bill of Sale                                                              4.4

Boulder Property                                              REPP - Preamble

Business                                                             Recitals

Camco                                                                Preamble

Cash Consideration                                                      1.2.2

Charleston Property                                           REPP - Preamble

Checks                                                                   4.14

Chief Officers                                                            3.9

Claim Notice                                                              8.1

Claiming Party                                                            8.1

Closing                                                                   4.1

Closing Date                                                              4.1

Closing Statement                                                         4.4

Code                                                                     2.27

Commitments                                                               9.3

Compensation                                                             2.25

Competing Transaction                                                   5.1.1

Confidential Information                                                  7.1

Consumer Loan Documents                                                   9.4

Consumer Loans                                                            9.5

Contract Assignment Consents                                              4.3

Controlled Lease                                                          4.4

Controlled Real Property                                                 2.20

Cost                                                                   4.18.1

Current Liabilities                                                       9.6


                                       59




          DEFINED TERM                                   SECTION OF AGREEMENT**
- ---------------------------------                        ----------------------
                                                      
Customer Receivables                                                      2.5

Customer Service Policies                                                2.23

Debt Holdback                                                  Schedule 1.2.2

Deed                                                         REPP - Section 4

Delinquent PFI's                                                       4.18.1

Disclosing Party                                                          7.1

Effective Hire Time                                                      4.10

Effective Termination Time                                               4.10

Employee Plans                                                           2.27

Encumbrances                                                 REPP - Section 2

ERISA Affiliates                                                         2.27

Escrow Agent                                                              4.5

Escrow Agreement                                                          4.4

Escrow Funds                                                              4.5

Estoppels                                                                 4.3

Excluded Assets                                                      Recitals

Execution Date                                                       Preamble

Final Allocation Agreement                                               4.16

Final Debt Consideration Amount                                Schedule 1.2.2

First Deposit Checks                                                     4.14

Force Majeure                                                             9.7

Form 8594                                                                4.16

Franchise Agreement                                                      2.35

Franchise Business                                                   Recitals

Franchises                                                               2.35

GAAP                                                                      9.8

Global Assignment                                                         4.4

Hazardous Substances                                                      9.9

Herrera                                                                 1.2.1

Home Office Real Estate                                                  2.20

HR Agreement                                                              4.4

HSR Act                                                                   4.2

Immaterial IP                                                            2.10

Improvements                                                 REPP - Section 1

Indemnified Person                                                        6.4

Indemnifying Person                                                       6.4

Initial Adjusted Debt Amount                                            1.2.2

Inspection                                                             4.18.1

Inspection Start Date                                                  4.18.3

Intellectual Property Assignments                                         4.4

IT Review                                                                4.19

Key Officers                                                              2.6

Key Persons of Purchaser                                  Article II Preamble

Key Persons of Seller                                     Article II Preamble

Knowledge                                                 Article II Preamble

Land                                                         REPP - Section 1

Lease Pass-Through Charges                                               4.13

Leases                                                                   2.20


                                       60




          DEFINED TERM                                   SECTION OF AGREEMENT**
- ---------------------------------                        ----------------------
                                                      
Liability                                                                9.10

Loan Assignment                                                           4.4

Losses                                                                    6.2

Mack                                                                 Preamble

Material Adverse Change                                                  9.11

Material Adverse Effect                                                  9.11

Material IP                                                              2.10

Merchandise Checks                                                       4.14

Missing Loans                                                          4.18.2

Non-Claiming Party                                                        8.1

Non-Competition Agreement                                                 4.4

Non-Competition Consideration                                           1.2.1

No-Share Taxes                                                          5.6.2

No Tax Due Letter                                                         4.9

Notice Address                                                           7.10

Other Business Activities                                                9.12

Owned Real Property                                                      2.20

Owned Realty Taxes                                           REPP - Section 4

Owner Policy                                                 REPP - Section 4

Permits                                                                  2.12

Permitted Assignee                                                        7.5

Permitted Encumbrances                                       REPP - Section 2

Person                                                                   9.13

Policies and Procedures                                                  2.34

Preliminary Allocation Agreement                                          4.4

Prepaid Expenses                                                         9.14

Primary Business                                                     Recitals

Proprietary Rights                                                       2.10

Purchase Consideration                                                  1.2.1

Purchaser                                                            Preamble

Purchaser Material Adverse Change                                        9.15

Purchaser Material Adverse Effect                                        9.15

Purchaser's Basket                                                        6.2

Purchaser's Indemnified Persons                                           6.2

Qualified Appraiser                                          REPP - Section 8

Real Estate                                                              2.20

Real Estate Permits                                          REPP - Section 1

Real Estate Purchase Provisions                               REPP - Preamble

Realty Conveyance Documents                                  REPP - Section 4

Realty No-Purchase Notice                                    REPP - Section 8

Receiving Party                                                           7.1

Redundant Facility                                                       5.16

Retained 4.3(g) Contracts                                     Schedule 4.3(g)

REPP                                                             Attachment A

Rowan                                                                    2.25

Schedule 9.16 Items                                                      9.16

SEC                                                                       3.9

SEC Filings                                                               3.9


                                       61




          DEFINED TERM                                   SECTION OF AGREEMENT**
- ---------------------------------                        ----------------------
                                                      
Securities Act                                                           2.39

Seller                                                               Recitals

Seller Entity                                                             2.1

Seller Financial Statements                                               2.6

Seller Group                                                             2.39

Seller's Basket                                                           6.3

Seller's Employees                                                       2.25

Seller's Indemnified Persons                                              6.3

Shares                                                                  1.2.1

Shop                                                                      4.3

Shrink-Wrap Software                                                     2.10

Signing Date Average                                                    1.2.2

Software License Agreement                                                4.4

Specifications                                               REPP - Section 3

State(s)                                                                  4.9

State Code(s)                                                             4.9

Store Credit Amount                                                     1.2.2

Studies and Plans                                            REPP - Section 1

SuperPawn                                                            Preamble

Supplemental Disclosure Agreement                                         5.4

Survey                                                       REPP - Section 2

Taxes                                                                    2.15

Telephone Transfer Agreements                                             4.4

Tests                                                        REPP - Section 6

Title Commitment                                             REPP - Section 2

Title Company                                                REPP - Section 2

Title Company Requirements                                   REPP - Section 2

Trading Value                                                           1.2.2

Transaction Documents                                                    9.17

Transfer Taxes                                                          5.6.2

Unallocated Consideration                                                4.16

Warn Act                                                                 2.25

Warranties                                                   REPP - Section 1

Waters                                                                   2.25


** As used in this Attachment, the term REPP means the Real Estate Purchase
Provisions attached to the Agreement as Exhibit "I"

                                       62



EXHIBITS:

      A.    Bill of Sale

      B.    Global Assignment

      C.    Loan Assignment

      D.    Non-Competition Agreement

      E.    Escrow Agreement

      F.    Software License and Maintenance Agreement

      G.    Form Lease Agreement for Controlled Real Estate

      H.    Rental Terms for Controlled Real Estate

      I.    Real Estate Purchase Provisions

      J.    Minimum Earning Asset Levels

      K.    Deferred Maintenance Items

      L.    Terms of Pre-Approved Seller Acquisitions

      M.    Human Resources Agreement

      N.    Consulting Agreement

SCHEDULES:



AGREEMENT
 SECTION                                  SCHEDULE
- ---------      -----------------------------------------------------------------
            
1.0(a)         List of Owned Locations

1.0(b)         List of Franchised Locations

1.0(c)         List of Assets

1.0(d)         List of Excluded Assets

1.2.2          Debt Adjustment Amount Calculation Method

1.3            Assumed Liabilities

2.0(a)         Key Persons of Seller

2.0(b)         Key Persons of Purchaser

2.1            Seller's Affiliates, Officers and Directors and Seller's
               Interests in Other Ventures

2.2            Seller's Required Consents

2.3            Conflicts with Seller's Agreements

2.4            Seller's Required Third Party Consents

2.5(a)         Loans, Documents and Files - Forms and Procedures

2.5(b)         Exceptions to Loans, Documents and Files - Forms and Procedures

2.5(c)         Customer Receivables

2.6(a)         Seller's Audited Financial Statements for the 12 month periods
               ended 12/31/01, 12/31/02, and 12/31/03, Seller's trial balances
               and Unaudited Financial Statements for the period ended 7/31/04;
               and Seller's Management Letters and Related Responses

2.6(b)         Non-GAAP items in Seller's Financial Statements

2.7            Liabilities

2.8            Liens and Encumbrances

2.9            Commitments

2.10           Intellectual Property

2.11           Trade Secrets and Customer Lists

2.12(a)        Compliance with Laws

2.12(b)        Permits and Licenses


                                       63





AGREEMENT
 SECTION                                  SCHEDULE
- ---------      -----------------------------------------------------------------
            
2.13           Litigation

2.19           Sufficiency of Assets

2.20(a)        Real Estate

2.20(b)        Condemnation and Construction Matters

2.21           Buildings and Structures

2.22           Other Business Activities

2.23           Customer Service Policies

2.24           Change in Business

2.25           Employees

2.26           Employment and Labor Matters

2.27           Employee Benefit Plans

2.31           Banking Relationships and Powers of Attorney

2.32           Insurance

2.33           Privacy Notices

2.34           Policies and Procedures

2.35           Franchises

4.3(g)         Certain Consents and Estoppels

4.9            Tax Laws with Successor Liability

5.6.2          Sales Tax

9.16           Schedule 9.16 Items


                                       64

EX-2.2

                                                                     EXHIBIT 2.2

DATED 8 SEPTEMBER 2004

(1)   CASH AMERICA INTERNATIONAL, INC

(2)   H&T FINANCE LIMITED

                                   AGREEMENT

                           For the sale and purchase
            of the entire issued share capital of Harvey & Thompson
                                    Limited

                                 Eversheds LLP
                                Cloth Hall Court
                                Infirmary Street
                                 Leeds LS1 2JB
                          Tel +44 (0) (0) 113 243 0391
                          Fax +44 (0) (0) 113 245 6188



                                    CONTENTS



CLAUSE                                                                                    PAGE
                                                                                       
1    INTERPRETATION........................................................                  1
2    SALE AND PURCHASE.....................................................                  6
3    COMPLETION............................................................                  6
4    GUARANTEES............................................................                  6
5    WARRANTIES............................................................                  7
6    LIMITATION ON CLAIMS..................................................                  8
7    RESTRICTIVE COVENANTS.................................................                 10
8    ANNOUNCEMENTS.........................................................                 12
9    COSTS.................................................................                 13
10   INTEREST..............................................................                 13
11   NOTICES...............................................................                 13
12   ASSIGNMENT............................................................                 14
13   GENERAL...............................................................                 15
14   SERVICE OF PROCESS....................................................                 16
15   GOVERNING LAW AND JURISDICTION........................................                 17
16   COUNTERPARTS..........................................................                 17
SCHEDULES
1    The Vendor............................................................                 18
2    Details of the Company................................................                 19
3    Non-Taxation Warranties...............................................                 20
4    Taxation..............................................................                 50
5    Completion Arrangements...............................................                 75
6    The Properties (To be finalised / confirmed)..........................                 79
7    Limitations on Warranties.............................................                 86
8    Adjustment of Consideration...........................................                 91




THIS AGREEMENT is made on            8 SEPTEMBER                           2004

BETWEEN:

(1)   Cash America International, Inc of 1600 West 7th Street, Ft. Worth, Texas
      76008, USA ("the Vendor"); and

(2)   H&T Finance Limited (registered number 5188120) whose registered office is
      at Rutland House, Rutland Gardens, London SW7 1BX, England ("the
      Purchaser").

OPERATIVE CLAUSES

1.    INTERPRETATION

      In this Agreement:

1.1   the following expressions have the following meanings unless inconsistent
      with the context:

      "ACCOUNTING DATE"                 31 December 2003

      "ACCOUNTS"                        the audited  accounts of the Company for
                                        the financial year which ended on the
                                        Accounting Date, comprising in each case
                                        a balance sheet, a profit and loss
                                        account, notes, directors' and auditors'
                                        reports

      "ASSOCIATED COMPANY"              any company, not being the Company,
                                        which at the relevant time is:

                                        (a) a holding company of the Vendor; or

                                        (b) a subsidiary or subsidiary
                                            undertaking of the Vendor; or

                                        (c) a subsidiary or subsidiary
                                            undertaking of any such holding
                                            company (other than the Vendor
                                            itself);

                                        the expressions "holding company",
                                        "subsidiary" and "subsidiary
                                        undertaking" having the meanings given
                                        to them by CA 1985

                                       1



      "BUSINESS DAY"                    any day (other than a Saturday or
                                        Sunday) on which  banks are open in
                                        London for normal banking business

      "CA 1985"                         the Companies Act 1985

      "CASH"                            cash in hand and at bank (including
                                        accrued interest on any such cash) (on
                                        current or deposit account) of the
                                        Company as recorded in the nominal
                                        ledger of the Company at Completion
                                        including uncleared cheques received at
                                        Completion including any amounts
                                        representing shop floats in excess of
                                        the sum of(pound)57,000 (such amount
                                        representing an allocation
                                        of(pound)1,000 per store for 57 stores)

      "CERTIFICATES OF TITLE"           the certificates given in respect of the
                                        Freehold Properties and in the form
                                        annexed to this Agreement

      "COMPANY"                         Harvey & Thompson Limited (details of
                                        which are set out in SCHEDULE 2)

      "COMPLETION"                      completion of the sale and purchase in
                                        accordance with CLAUSE 3

      "COMPLETION ACCOUNTS"             the accounts prepared in accordance with
                                        PARAGRAPH 1 of SCHEDULE 7

      "CONSIDERATION"                   the consideration for the sale of the
                                        Shares as stated in PARAGRAPH 3.1 of
                                        SCHEDULE 8

      "CONTRACT"                        any agreement or commitment whether
                                        conditional or unconditional and whether
                                        by deed, under hand, oral or otherwise,
                                        and any arrangement or understanding, in
                                        each case whether legally binding or not

      "DATA ROOM"                       the collection of documents, materials
                                        and information held at the offices of
                                        the Vendor's Solicitors and made
                                        available for inspection to the

                                       2



                                        Purchaser and its advisers prior to
                                        Completion as set out in the index in
                                        the agreed terms

      "DISCLOSURE LETTER"               the letter having the same date as this
                                        Agreement from the Vendor to the
                                        Purchaser qualifying the Warranties

      "ENCUMBRANCE"                     any mortgage, charge, pledge, lien,
                                        assignment, option, restriction, claim,
                                        right of pre-emption, right of first
                                        refusal, third party right or interest,
                                        other encumbrance or security interest
                                        of any kind, or other preferential
                                        arrangement having similar effect

      "FREEHOLD PROPERTIES"             means freehold properties short
                                        particulars of which are set out at PART
                                        I of SCHEDULE 6 and each and every part
                                        of such freehold property

      "ICTA"                            Income and Corporation Taxes Act 1988

      "INDEBTEDNESS"                    the aggregate amount of the indebtedness
                                        for borrowed money of the Company as at
                                        Completion including bank or other third
                                        party overdrafts and loan facilities and
                                        any indebtedness repayable to the Vendor
                                        and/or any Associated Company, together
                                        with accrued interest and any redemption
                                        costs associated with the repayment of
                                        any relevant facilities, debt factoring
                                        facilities, liabilities under bank
                                        guarantees, acceptance or documentary
                                        credits, debentures, loans, loan stocks,
                                        bonds notes and bills of exchange, hire
                                        purchase agreements and obligations
                                        under finance leases, and discounted
                                        debts and including amounts owed in
                                        respect of Taxation (as defined in
                                        SCHEDULE 4 but without prejudice to the
                                        terms of SCHEDULE 4) and further
                                        including the sum of(pound)109,000 (such
                                        amount representing an agreed shortfall
                                        in the sum of(pound)134,000 in the value
                                        of the Freehold Properties due to
                                        anticipated taxation liabilities

                                       3



                                        less an agreed transition cost
                                        of(pound)25,000) but not including
                                        amounts owed to trade creditors (which
                                        may include sums owed to the Vendor or
                                        any Associated Company in the ordinary
                                        course of business up to a maximum of
                                        (pound)20,000) of the Company in the
                                        ordinary course of business

      "LEASE"                           means the relevant leases or underleases
                                        or licences brief particulars of which
                                        are set out in PART II of SCHEDULE 6
                                        under which the Leasehold Properties are
                                        held

      "LEASEHOLD PROPERTIES"            means all leasehold or licensed
                                        properties short particulars of which
                                        are set out in PART II of SCHEDULE 6 and
                                        each and every part of such properties

      "PENSION SCHEMES"                 means (a) the Cash America Pension Plan
                                        established on 11 February 1992; and (b)
                                        a designated stakeholder compliant
                                        arrangement provided by Norwich Union

      "PROPERTIES"                      means both the Freehold Properties and
                                        the Leasehold Properties, details of
                                        which are set out in SCHEDULE 6

      "PROVISIONAL CONSIDERATION"       the consideration for the Shares of
                                        (pound)43,692,903 as stated in CLAUSE 2
                                        before the adjustments made in
                                        accordance with the terms of SCHEDULE 8

      "PURCHASER'S ACCOUNTANTS"         Deloitte & Touche LLP of 180 Strand,
                                        London WC2R 1BL (or such other firm as
                                        the Purchaser may notify the Vendor)

      "PURCHASER'S SOLICITORS"          Eversheds LLP of Cloth Hall Court,
                                        Infirmary Street, Leeds LS1 2JB

      "RELEVANT CLAIM"                  any claim for breach of any of the
                                        Warranties

      "SENIOR MANAGEMENT"               each director of the Company, Hugh
                                        Simpson (Secretary) and Thomas A
                                        Bessant, Jr

                                       4



      "SERVICE DOCUMENT"                a writ, summons, order, judgement, claim
                                        form, application or other process or
                                        any document relating to or in
                                        connection with any proceedings

      "SHARES"                          all the issued shares in the capital of
                                        the Company

      "STOCK"                           merchandise of the Company held for
                                        disposition and for sale as scrap

      "TAXATION WARRANTIES"             the warranties set out in PART 3 of
                                        SCHEDULE 4

      "TAX SCHEDULE"                    means the schedule attached as SCHEDULE
                                        4 in relation to tax matters

      "VENDOR'S ACCOUNTANTS"            PricewaterhouseCoopers LLP of 1,
                                        Embankment Place, London WC2N 6RH (or
                                        such other firm as the Vendor may notify
                                        the Purchaser)

      "VENDOR'S SOLICITORS"             Baker & McKenzie of 100 New Bridge
                                        Street, London EC4V 6JA

      "WARRANTIES"                      the warranties set out or referred to in
                                        CLAUSE 5, SCHEDULE 3 and PART 3 of
                                        SCHEDULE 4;

1.2   references to any statute or statutory provision include, unless the
      context otherwise requires, a reference to the statute or statutory
      provision as modified or re-enacted and in force from time to time prior
      to Completion and any subordinate legislation made under the relevant
      statute or statutory provision in force prior to Completion;

1.3   references to persons will include bodies corporate, unincorporated
      associations and partnerships;

1.4   references to a document being "in the agreed terms" are to that document
      in the form agreed and for the purposes of identification initialled by or
      on behalf of the Vendor and the Purchaser;

1.5   references to the singular include the plural and vice versa;

1.6   references to clauses and Schedules are to clauses of and Schedules to
      this Agreement, and references to paragraphs are to paragraphs in the
      Schedule in which such references appear;

                                       5



1.7   the Schedules form part of this Agreement and will have the same force and
      effect as if expressly set out in the body of this Agreement;

1.8   the headings in this Agreement will not affect its interpretation; and

1.9   any phrase introduced by the term "include", "including", "in particular"
      or any similar expression will be construed as illustrative and will not
      limit the sense of the words preceding that term.

2.    SALE AND PURCHASE

2.1   The Vendor will sell with full title guarantee, and the Purchaser will
      buy, the Shares as set forth in SCHEDULE 1. The Shares will be sold free
      of any Encumbrance and with all rights attached or accruing to them at or
      after the date of this Agreement.

2.2   In consideration for the sale of the Shares the Purchaser shall pay to the
      Vendor the Provisional Consideration but subject to adjustment after
      Completion as provided in SCHEDULE 8.

3.    COMPLETION

3.1   Completion will take place at the London offices of the Purchaser's
      Solicitors immediately after the signing of this Agreement.

3.2   At Completion, the Vendor and the Purchaser will comply with the
      provisions of SCHEDULE 5.

3.3   The Vendor's Solicitors are authorised to receive the part of the
      Consideration which comprises cash on behalf of the Vendor and payment to
      them will be a good and sufficient discharge to the Purchaser for such
      part of the Consideration and the Purchaser will not be further concerned
      as to the application of the moneys so paid.

3.4   The Purchaser will not be obliged to complete the purchase of any of the
      Shares unless the purchase of all the Shares is completed simultaneously
      and the Vendor will not be obliged to complete the sale of any of the
      Shares unless the sale of all the Shares is completed simultaneously.

4.    GUARANTEES

4.1   The Vendor will procure that on Completion the Company is released from
      any guarantee, indemnity, counter-indemnity, letter of comfort or other
      obligation given by the Company to any third party in respect of a
      liability of any person other than the Company.

                                       6



4.2   The Purchaser will procure that on Completion the Vendor or any Associated
      Company is released from any guarantee, indemnity, counter-indemnity,
      letter of comfort or other obligation given by the Vendor or any
      Associated Company to any third party relating to bank or other third
      party overdrafts and loan facilities in respect of a liability of the
      Company and of which full particulars are contained in the Disclosure
      Letter. The Purchaser undertakes to the Vendor that as soon as reasonably
      practicable following Completion the Purchaser will use all reasonable
      endeavours to obtain the release of each of the Vendor and any Associated
      Company from any other guarantee, indemnity, counter-indemnity, letter of
      comfort or other obligation given by the Vendor or any Associated Company
      to any third party in respect of a liability of the Company and of which
      full particulars are contained in the Disclosure Letter. Pending such
      release, the Purchaser undertakes to indemnify the Vendor and any
      Associated Company against all amounts paid by the Vendor or any
      Associated Company to any third party pursuant to any such obligation (and
      all costs incurred in connection with such obligation) arising after the
      date of this Agreement save that this indemnity shall not extend to any
      matter giving rise to a Relevant Claim or a Claim under PART 2 of SCHEDULE
      4 or any other indemnity set out in this Agreement.

5.    WARRANTIES

5.1   The Vendor warrants to the Purchaser in the terms of the Warranties.

5.2   Subject to CLAUSE 6.5, the Warranties are qualified by all facts and
      matters fairly disclosed (as defined in CLAUSE 5.7 below) in the
      Disclosure Letter. The provisions of section 6(2) of the Law of Property
      (Miscellaneous Provisions) Act 1994 are hereby excluded.

5.3   The Vendor undertakes that following a breach of the Warranties specified
      at PARAGRAPHS 10, 11.2, 11.3, 11.4, 12 - 14, 17 - 34, 36 AND 42 of
      SCHEDULE 3 and at PART 3 of SCHEDULE 4 the Vendor will pay on demand to
      the Purchaser (or as the Purchaser directs) a sum equal to the aggregate
      of:

      5.3.1 the amount by which the value of any asset of the Company (including
            any asset warranted to exist which does not exist) is or becomes
            less than the value it would have had if the breach of Warranty had
            not occurred; and

      5.3.2 the amount of any other loss or liability which the Company would
            not have been subject to or which would not have incurred had the
            breach of Warranty not occurred.

                                       7



      The Purchaser hereby acknowledges that the remedy set out in this clause
      5.3 shall be the Purchaser's exclusive remedy in respect of any claim
      relating to the Warranties specified herein and the Purchaser shall not be
      entitled to make any claim for damages in respect of any such breach on
      any other basis.

5.4   The Vendor waives and may not enforce any right which the Vendor may have
      against the Company, or any director or employee of the Company, on which
      or on whom the Vendor may have relied in agreeing to any term of this
      Agreement or any statement in the Disclosure Letter save that the Vendor
      does not waive and may enforce any such claim in respect of directors or
      employees of the Company in the case of fraud or wilful default on the
      part of any director or employee of the Company.

5.5   Each Warranty is to be construed independently and is not limited or
      restricted by any other Warranty or any other term of this Agreement.

5.6   Unless otherwise specified, where any Warranty refers to the knowledge,
      information, belief or awareness of the Vendor (or similar expression),
      the Vendor will be deemed to have such knowledge, information, belief or
      awareness as the Vendor would have obtained had the Vendor made all
      reasonable enquiries into the subject matter of that Warranty of the
      Senior Management.

5.7   Unless otherwise specified, where a reference is made to facts or matters
      fairly disclosed (or similar expression) in the context of the Warranties
      fairly disclosed means disclosed in such a manner and in such detail as to
      enable the Purchaser reasonably to assess the impact of the facts or
      matters on the Company.

5.8   The Purchaser hereby confirms to the Vendor that it is not, at the date
      hereof, currently intending to make a Relevant Claim against the Vendor
      following Completion.

6.    LIMITATION ON CLAIMS

6.1   The Vendor will not be liable for any Relevant Claim unless:

      6.1.1 the amount of the liability in respect of that Relevant Claim or the
            aggregate amount of the liability in respect of a number of Relevant
            Claims relating to the same matter exceeds (pound)5,000 AND the
            amount of the liability in respect of that Relevant Claim or
            Relevant Claims when aggregated with the amount of the liability in
            respect of all other Relevant Claims exceeds

                                       8


            (pound)750,000 (in which event the Vendor will be liable for the
            whole amount of such Relevant Claims and not merely the excess); and

      6.1.2 the Vendor receives from the Purchaser written notice of the
            Relevant Claim (stating in reasonable detail the nature of the
            Relevant Claim and including so far as reasonably practicable an
            estimate of the maximum amount of the Relevant Claim):

            6.1.2.1 no later than 30 April 2006, in the case of a Relevant Claim
                    for breach of any of the Warranties contained in SCHEDULE 3;
                    and

            6.1.2.2 within seven years after Completion, in the case of a
                    Relevant Claim for breach of any of the Warranties contained
                    in SCHEDULE 4.

            PROVIDED THAT unless the parties are conducting bona fide
            negotiations in respect of such Relevant Claim the liability of the
            Vendor against which any Relevant Claim specified in such notice
            shall have been made shall absolutely determine and cease (if such
            Relevant Claim has not been previously satisfied, settled or
            withdrawn) if legal proceedings in respect of the claim shall not
            have been commenced against the Vendor by being both properly issued
            and validly served on the Vendor within twelve months of the giving
            of such notice.

6.2   The aggregate amount of the liability of the Vendor for all Relevant
      Claims and any claims made pursuant to the Tax Schedule will not exceed an
      amount equal to the Consideration.

6.3   CLAUSES 6.1 and 6.2 and SCHEDULE 7 will not apply in respect of a Relevant
      Claim concerning PARAGRAPHS 1 (capital) and 2 (capacity) of SCHEDULE 3.

6.4   Notwithstanding any other provision of this Agreement, CLAUSES 6.1 and 6.2
      and SCHEDULE 7 will not apply to exclude or limit the liability of the
      Vendor to the extent that any Relevant Claim arises by reason of any fraud
      by or on behalf of the Vendor.

6.5   The Vendor shall have no liability in respect of the Warranties to the
      extent that the facts and matters giving rise to the Relevant Claim have
      been fairly disclosed (as defined in CLAUSE 5.7) in the Disclosure Letter
      or this Agreement or the Data Room provided that the Data Room and the
      general disclosures contained within the

                                       9


         Disclosure Letter shall not qualify or be disclosed against the
         Warranties at PARAGRAPH 4 of SCHEDULE 3.

6.6      The provisions of SCHEDULE 7 shall operate to limit the liability of
         the Vendor under this Agreement.

7.       RESTRICTIVE COVENANTS

7.1      In this clause:

         "CONFIDENTIAL INFORMATION"    means all information not publicly known,
                                       used in or otherwise relating to the
                                       Company's business, customers, or
                                       financial or other affairs, including
                                       information relating to:

                                       (a)   trade secrets, know-how, ideas,
                                             computer systems and computer
                                             software;

                                       (b)   future projects, business
                                             development or planning, commercial
                                             relationships and negotiations; and

                                       (c)   the marketing of goods or services
                                             including customer names and lists,
                                             sales targets and statistics

         "RELEVANT CUSTOMER"           means any person who at any time during
                                       the period of twelve months immediately
                                       preceding Completion was

                                       (d)   negotiating with the Company for
                                             the supply by the Company of goods
                                             or services; or

                                       (e)   a client or customer of the
                                             Company; or

                                       (f)   in the habit of dealing with the
                                             Company

         "RELEVANT PRODUCTS            means products or services which are
         OR SERVICES"                  competitive with or of the type supplied
                                       by the Company at any time during the
                                       period of twelve months

                                       10


                                       immediately preceding Completion.

7.2      The Vendor undertakes to the Purchaser and the Company that the Vendor
         will not, and will procure that no Associated Company will, (whether
         alone or in conjunction with, or on behalf of, another person and
         whether directly or indirectly), without the prior written consent of
         the Purchaser:

         7.2.1    for a period of two years immediately following Completion,
                  canvass, solicit or approach, or cause to be canvassed,
                  solicited or approached, any Relevant Customer for the sale or
                  supply of Relevant Products or Services;

         7.2.2    for a period of two years immediately following Completion,
                  deal or contract with any Relevant Customer in relation to the
                  sale or supply of Relevant Products or Services;

         7.2.3    for a period of two years immediately following Completion,
                  interfere, or seek to interfere, with the continuance of
                  supplies to the Company from any supplier who has been
                  supplying goods or services to the Company at any time during
                  the twelve months immediately preceding Completion if such
                  interference causes or would cause that supplier to cease
                  supplying, or materially reduce its supply of, those goods or
                  services;

         7.2.4    within the United Kingdom, for a period of two years
                  immediately following Completion, solicit or entice away, or
                  endeavour to solicit or entice away, from the Company, any
                  person employed in a managerial, supervisory, technical or
                  sales capacity by, or who is or was a consultant (other than,
                  for the avoidance of doubt, Dave Hurrell in respect of whom
                  the provisions of this clause shall not apply) to, the Company
                  at Completion or at any time during the period of twelve
                  months immediately preceding Completion where the person in
                  question either has Confidential Information or would be in a
                  position to exploit the Company's trade connections and for
                  the avoidance of doubt the Vendor confirms that it has no
                  arrangements in place to employ any such persons or
                  consultants outside the United Kingdom at the date of
                  Completion;

         7.2.5    within the United Kingdom for a period of two years
                  immediately following Completion, be engaged, concerned,
                  connected with or interested in (except as the owner for
                  investment of securities in a company dealt in on a recognised
                  stock exchange and which confer not more than one per cent of
                  the votes which could be cast at a general meeting), any other
                  business which supplies Relevant Products or Services; or

                                       11


         7.2.6    without prejudice to any rights relating to passing off or
                  trade mark infringement (or similar rights in any territory),
                  for a period of two years immediately following Completion use
                  in connection with any business which is competitive with the
                  business of the Company any name (in whatever form) which
                  includes the name of the Company or any trading style or get
                  up which is confusingly similar to that used by the Company as
                  at Completion.

7.3      Except so far as required by law or, to the extent relevant, the
         regulations of any stock exchange or listing authority or any other
         governmental or regulatory organisation and in those circumstances only
         after prior consultation with the Purchaser, the Vendor undertakes to
         the Purchaser and the Company that the Vendor will not, and will
         procure that no Associated Company will, at any time after Completion:

         7.3.1    disclose any Confidential Information to any person except to
                  those authorised by the Company to know;

         7.3.2    use any Confidential Information for their own purposes or for
                  any purposes other than those of the Company; or

         7.3.3    cause or permit any unauthorised disclosure of any
                  Confidential Information.

7.4      Each of the undertakings set out in this clause is separate and
         severable and enforceable accordingly, and if any one or more of such
         undertakings or part of an undertaking is held to be against the public
         interest or unlawful or in any way an unreasonable restraint of trade,
         the remaining undertakings or remaining part of the undertakings will
         continue in full force and effect and will bind the Vendor.

8.       ANNOUNCEMENTS

8.1      No announcement or circular concerning the transactions contemplated by
         this Agreement or any matter ancillary to it and no disclosure of the
         terms of this Agreement will be made by the Vendor except with the
         prior written approval of the Purchaser or by the Purchaser except with
         the prior written approval of the Vendor.

8.2      CLAUSE 8.1 does not apply to any announcement, circular or disclosure
         required by law, or to the extent relevant, the regulations of any
         stock exchange or listing authority or any other governmental or
         regulatory organisation, provided, if

                                       12


         practicable, that the party required to make it has first consulted and
         taken into account the reasonable requirements of the other party.

9.       COSTS

         Except where expressly stated otherwise, each party to this Agreement
         will bear such party's own costs and expenses relating to the
         negotiation, preparation and implementation of this Agreement. The
         Company will bear no part of such costs and expenses.

10.      INTEREST

         If either party hereto becomes liable to pay the other party or the
         Company any sum pursuant to this Agreement, whether a liquidated sum or
         by way of damages or otherwise, such party will be liable to pay
         interest on such sum from the due date for payment at the annual rate
         of 2 per cent above the base lending rate from time to time of Barclays
         Bank Plc, accruing on a daily basis until payment is made, whether
         before or after any judgment.

11.      NOTICES

11.1     Any notice or other communication given in connection with this
         Agreement will be in writing and will be delivered personally or sent
         by pre-paid first class post (or air mail if overseas) or by fax to the
         recipient's address set out in this Agreement or to any other address
         which the recipient has notified in writing to the sender received not
         less than seven Business Days before the notice was despatched.

11.2     A notice or other communication is deemed given:

         11.2.1   if delivered personally, upon delivery at the address provided
                  for in this clause; or

         11.2.2   if sent by prepaid first class post, on the second Business
                  Day after posting it; or

         11.2.3   if sent by air mail, on the sixth Business Day after posting
                  it; or

         11.2.4   if sent by fax, on completion of its transmission

         provided that, if it is delivered personally or sent by fax on a day
         which is not a Business Day or after 4 p.m. on a Business Day, it will
         instead be deemed to have been given or made on the next Business Day.

                                       13


11.3     The provisions of this clause will not apply, in the case of service of
         court documents, to the extent that such provisions are inconsistent
         with the Civil Procedure Rules.

12.      ASSIGNMENT

12.1     This Agreement may not be assigned to any person, save that the
         Purchaser may assign the benefit of, and any of its rights under, this
         Agreement to:

         12.1.1   any company or other entity (for the purposes of this CLAUSE
                  12 an "Associated Entity"), which at the relevant time is:

                  12.1.1.1 a holding company of the Purchaser;

                  12.1.1.2 a subsidiary or subsidiary undertaking of the
                           Purchaser; or

                  12.1.1.3 a subsidiary or subsidiary undertaking of any such
                           holding company (other than the Purchaser itself); or

                  12.1.1.4 any of The Rutland Partnership (LP 9572), Rutland
                           Fund A (LP 9571), Rutland Park Avenue (LP 6900) or
                           Rutland CCLP (LP 6896) or any successor Rutland fund
                           entities,

                  the expressions "holding company", "subsidiary" and
                  "subsidiary undertaking" having the meanings given to them by
                  CA 1985;

         12.1.2   or in favour of any person by way of security for borrowings
                  of the Purchaser and the same may be enforced by any
                  liquidator, administrator or receiver of the Purchaser or by
                  any other person entitled to enforce such security; or

         12.1.3   any person whatsoever after 30 April 2006.

12.2     In the event that the Purchaser notifies the Vendor of a Relevant Claim
         in accordance with clause 6.1.2 prior to 30 April 2006 and at any time
         between the date hereof and the date on which such Relevant Claim has
         been agreed or determined there is a Change of Control, no liability
         shall attach to the Vendor in respect of such Relevant Claim unless
         within 60 days of the later of (a) the date on which the Purchaser
         notifies the Vendor of the Relevant Claim; or (b) the date on which the
         Change of Control occurs, the Purchaser assigns such Relevant Claim to
         an entity which is, and continues to be, until the date on which the
         Relevant Claim is agreed or determined, an Associated Entity.

                                       14


12.3     In the event that the Purchaser notifies the Vendor of a Relevant Claim
         in accordance with clause 6.1.2 prior to 30 April 2006, notwithstanding
         the provisions of clause 12.1.3, such Relevant Claim may not be
         assigned to any person, save to an entity which is, and continues to
         be, until the date on which such Relevant Claim is agreed or
         determined, an Associated Entity or in accordance with clause 12.1.2.

         For the purposes of this clause 12, "Change of Control" shall mean, in
         respect of either the Purchaser or the Company (as the case may be),
         any acquisition of shares which would enable a third party to exercise
         more than 50% of the voting rights exercisable at general meeting of
         the relevant company.

12.4     The Vendor may not assign the benefit of, or any of its rights under,
         this Agreement.

12.5     This Agreement will be binding and enure for the benefit of successors
         in title and permitted assigns of each of the parties and references to
         the parties will be construed accordingly.

13.      GENERAL

13.1     Unless otherwise provided, any outstanding obligation contained in this
         Agreement will remain in force notwithstanding Completion.

13.2     Each party will do, or procure the doing of, all acts and things and
         execute, or procure the execution of, all documents as any other party
         reasonably considers necessary to give full effect to the terms of this
         Agreement.

13.3     Failure or delay by any party in exercising any right or remedy under
         this Agreement will not in any circumstances operate as a waiver of it,
         nor will any single or partial exercise of any right or remedy in any
         circumstances preclude any other or further exercise of it or the
         exercise of any other right or remedy.

13.4     Any waiver of any breach of, or any default under, any of the terms of
         this Agreement will not be deemed a waiver of any subsequent breach or
         default and will in no way affect the other terms of this Agreement.

13.5     The rights and remedies expressly provided for by this Agreement will
         not exclude any rights or remedies provided by law.

13.6     The Company has the right to enforce only CLAUSE 7 of this Agreement
         and in accordance with the provisions of the Contracts (Rights of Third
         Parties) Act 1999. Except as stated in this clause, the parties to this
         Agreement do not intend that any of

                                       15


         its terms will be enforceable by virtue of the Contracts (Rights of
         Third Parties) Act 1999 by any person not a party to it.

13.7     No variation of this Agreement will be valid unless it is in writing
         and signed by or on behalf of each party to this Agreement but no
         variation will require the consent of the Company.

13.8     Except as required by law, all payments by the Vendor pursuant to
         CLAUSE 5.3 will be made free and clear of all deductions and
         withholdings whether in respect of Taxation (as defined in SCHEDULE 4)
         or otherwise. If any deduction or withholding is required by law to be
         made from any payment by the Vendor pursuant thereto which is not
         governed by the provisions of SCHEDULE 4 or if (ignoring any available
         relief or allowance) the Purchaser is subject to Taxation in respect of
         any such payment which is not governed by the provisions of SCHEDULE 4
         then the Vendor will pay to the Purchaser such additional amount as is
         necessary to ensure that the net amount received and retained by them
         (after taking account of such deduction or withholding or Taxation) is
         equal to the amount which they would have received and retained had the
         payment in question not been subject to the deduction or withholding or
         Taxation. The provisions of this CLAUSE 13.8 shall not apply, to the
         extent that the deduction or withholding of Taxation would not have
         arisen but for the assignment by the Purchaser of any of its rights
         under this Agreement.

14.      SERVICE OF PROCESS

14.1     The Vendor irrevocably agrees that any Service Document may be
         sufficiently and effectively served on it by service on its agent, the
         Vendor's Solicitors if no replacement agent has been appointed and
         notified to the Purchaser pursuant to CLAUSE 14.4, or on the
         replacement agent if one has been so appointed and notified to the
         Purchaser.

14.2     Any Service Document served pursuant to this clause shall be marked for
         the attention of:

         14.2.1   The Litigation Partner, Baker & McKenzie, 100 New Bridge
                  Street, London EC4V 6JA or such other address within England
                  as may be notified to the Purchaser by the Vendor; or

         14.2.2   such other person as is appointed as agent for service
                  pursuant to CLAUSE 14.4 at the address notified pursuant to
                  CLAUSE 14.4.

                                       16


14.3     Any document addressed in accordance with CLAUSE 14.2 shall be deemed
         to have been duly served if:

         14.3.1   delivered personally, upon delivery; or

         14.3.2   sent by prepaid first class post, on the second Business Day
                  after posting it.

14.4     If the agent referred to in CLAUSE 14.1 (or any replacement agent
         appointed pursuant to this CLAUSE 14.4) at any time ceases for any
         reason to act as such the Vendor shall appoint a replacement agent to
         accept service having an address for service in England and shall
         notify the Purchaser of the name and address of the replacement agent;
         failing such appointment and notification the Purchaser shall be
         entitled by notice to the Vendor to appoint such a replacement agent to
         act on the Vendor's behalf.

14.5     A copy of any Service Document served on an agent pursuant to this
         CLAUSE 14 shall be sent by post to the Vendor at its address for the
         time being for the service or notices and other communications under
         CLAUSE 11, but no failure or delay in so doing shall prejudice the
         effectiveness of service of the Service Document in accordance with the
         provisions of CLAUSE 14.1.

15.      GOVERNING LAW AND JURISDICTION

15.1     This Agreement will be governed by and construed in accordance with
         English law.

15.2     The courts of England will have exclusive jurisdiction to settle any
         dispute which arises out of or in connection with this Agreement and
         the parties agree to submit to that jurisdiction.

15.3     The jurisdiction provisions contained in this clause are made for the
         benefit of the Purchaser only, which accordingly retains the right to
         bring proceedings in any other court of competent jurisdiction.

16.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts each of
         which when executed and delivered will be an original, but all the
         counterparts will together constitute one and the same agreement.

                                       17


                                   SCHEDULE 1

                                   THE VENDOR

NAME AND ADDRESS OF REGISTERED AND
BENEFICIAL OWNER                       NUMBER AND CLASS OF SHARES TO BE SOLD

Cash America International, Inc        15,000,002 ordinary shares of (Pound)1.00
of 1600 West 7th Street, Ft. Worth,    each
Texas 76008, USA

Facsimile Number:  817-570-1647

                                       18


                                   SCHEDULE 2

                             DETAILS OF THE COMPANY

Name of Company              :  Harvey & Thompson Limited

Registered number            :  02636684

Registered office            :  Times House, Throwley Way, Sutton, Surrey SM1
                                4AF

Date of incorporation        :  9 August 1991

Authorised share capital     :  (Pound)15,250,000 divided into 15,250,000
                                ordinary shares of (Pound)1.00 each

Issued share capital         :  (Pound)15,000,002 divided into 15,000,002
                                ordinary shares of (Pound)1.00 each

Directors' full names        :  Jack Randolph Daugherty
                                Daniel Ray Feehan
                                John Hughes
                                David John Hurrell
                                John Graham Nichols
                                Wendy Elaine Longman

Secretary's full name        :  Hugh Simpson

Accounting reference date    :  31 December

Mortgages/charges over       :  Rent deposit deed dated 25 August 1992 between
Shares or Company's assets      the Company (1) and Agra Limited (2).

                                Rent deposit deed dated 19 June 1992 between
                                John Mills Hartley (1) and the Company (2).

                                       19


                                   SCHEDULE 3

                             NON-TAXATION WARRANTIES

1.       SCHEDULES 1 & 2; CAPITAL

1.1      The information contained in SCHEDULES 1 and 2 is true, complete and
         accurate in all respects.

1.2      The Shares are fully paid and are beneficially owned and registered as
         set out in SCHEDULES 1 and 2 free from any Encumbrance or any claim to,
         or Contract to grant, any Encumbrance.

1.3      The Company has not allotted or issued any share capital other than the
         shares shown in SCHEDULES 1 and 2 as being issued.

1.4      No Contract has been entered into which requires or may require the
         Company to allot or issue any share or loan capital and the Company has
         not allotted or issued any securities which are convertible into share
         or loan capital.

1.5      The Company has no interest, and it has not at any time during the
         period of 6 years ending on the date of this Agreement had any
         interest, in the share capital of any body corporate.

1.6      The Company does not have, and never has had, any subsidiary
         undertakings (as defined in sections 258 to 260 CA 1985).

VENDOR

2.       CAPACITY

         The Vendor has full power to enter into and perform this Agreement and
         this Agreement constitutes obligations binding on the Vendor in
         accordance with its terms.

3.       INSIDERS' INTERESTS

3.1      For the purpose of this PARAGRAPH 3:

         "INSIDER"              means the Vendor, any Associated Company, any
                                person who is or was at the relevant time a
                                director of the Company, or any person who is or
                                was at the relevant time connected (as defined
                                in

                                       20


                                section 839 ICTA) with the Vendor, any
                                Associated Company or any such director.

3.2      There is not outstanding and there has not at any time during the
         period of 3 years ending on the date of this Agreement been outstanding
         any Contract to which the Company is or was a party and in which any
         Insider is or was interested in any way whatsoever (excluding any
         Contract of employment between the Company and any of its directors
         fully, fairly and clearly disclosed in the Disclosure Letter).

3.3      No Insider has any interest, direct or indirect, in any trade or
         business which competes or is likely to compete with the Company's
         business.

4.       INFORMATION SUPPLIED TO THE PURCHASER

4.1      The information set out in the document specified as number Folder B1,
         8.2 in the Data Room index is true, complete and accurate in all
         respects and is not misleading (whether by omission or otherwise).

4.2      True, complete and accurate copies of the following documents have been
         provided in the Data Room:

         4.2.1    the MoneyShop Franchise Agreement between the Company and Cash
                  Centres Limited date 8 July 2002, together with a side letter
                  relating to the same dated 19 June 2002; and

         4.2.2    the Money Transfer Agency Agreement between the Company and MT
                  Consumer Services Limited (Western Union) dated 1 March 2003;

         4.2.3    the credit agreement and pawn receipt in Folder B2, 20.2.1;
                  and

         4.2.4    the credit agreement in Folder B2, 20.2.4.

ACCOUNTS AND RECORDS

5.       THE ACCOUNTS

5.1      For the purposes of this paragraph:

         "ACCOUNTING STANDARDS"          means the statements of standard
                                         accounting practice referred to in
                                         section 256 CA 1985 issued by the
                                         Accounting Standards Board or such
                                         other body as may be prescribed by the
                                         Secretary of State from time to time,

                                       21


                                         including the statements of standard
                                         accounting practice formerly issued by
                                         the Accounting Standards Committee and
                                         since adopted by the Accounting
                                         Standards Board, the Abstracts issued
                                         by the Urgent Issues Task Force and any
                                         financial reporting standards issued by
                                         the Accounting Standards Board or such
                                         other body referred to above.

5.2      The Accounts (a copy of which is attached to the Disclosure Letter):

         5.2.1    show a true and fair view of the assets, liabilities and state
                  of affairs of the Company as at the Accounting Date and of the
                  profits (or losses) of the Company for the financial year
                  ended on that date;

         5.2.2    have been prepared and audited in accordance with the
                  historical cost convention, with all applicable law and
                  Accounting Standards and (to the extent that no Accounting
                  Standard is applicable) with generally accepted accounting
                  principles and practices of the United Kingdom then in force;
                  and

         5.2.3    have been prepared on bases and principles which are
                  consistent with those used in the preparation of the audited
                  statutory accounts of the Company for the three financial
                  years immediately preceding that which ended on the Accounting
                  Date.

5.3      Without prejudice to the generality of PARAGRAPH 5.2, the Accounts
         attribute a value to Stock taken as a whole which is the lower of cost
         or net realisable value as at the Accounting Date where cost:

         5.3.1    in relation to unredeemed pledges means the original loan less
                  capital repayments plus any incremental remanufacturing costs;
                  and

         5.3.2    in relation to other retail stock means the original purchase
                  price.

6.       RECORDS

         The Company's accounting records are up to date and, as far as the
         Vendor is aware, comply with the provisions of sections 221 and 222 CA
         1985 in all material respects. The Company's records and information
         are exclusively owned by it and under its direct control.

                                       22


7.       PROFITS AND LOSSES

         The profits or losses and value of net assets of the Company for the
         three consecutive financial years ended on the Accounting Date as shown
         in the Accounts (and by the previous audited accounts of the Company
         delivered to the Purchaser) have not (except as disclosed in those
         accounts) been rendered exceptionally high or low by the inclusion of
         non-recurring items of income or expenditure, or by transactions
         entered into otherwise than on normal commercial terms nor have they
         been affected by any other factors rendering such profits or losses or
         value of net assets for any such periods exceptionally high or low.

8.       MANAGEMENT ACCOUNTS

         Except as fairly disclosed in the Disclosure Letter, the management
         accounts of the Company in respect of the period from the Accounting
         Date to 31 July 2004, copies of which are attached to the Disclosure
         Letter, have been prepared on principles consistent with those used in
         the preparation of the Accounts and with reasonable skill and care and
         provide statements of the Company's assets and liabilities as at 31
         July 2004 which, taken as a whole, are not materially misleading or
         inaccurate.

CHANGES SINCE THE ACCOUNTING DATE

9.       GENERAL

         Since the Accounting Date:

9.1      the business of the Company has been carried on in the ordinary and
         usual course and in the same manner (including nature and scope) as in
         the 12 months preceding the Accounting Date;

9.2      there has been no material adverse change in the financial or trading
         position or prospects of the Company including any material adverse
         change in respect of turnover, profits, margins of profitability,
         liabilities (actual or contingent) or expenses (direct or indirect) of
         the Company; and

9.3      there has been no material reduction in the value of the net assets of
         the Company determined in accordance with the same accounting policies
         as those applied in the Accounts (on the basis that each of the assets
         of the Company is valued at a figure no greater than the value
         attributed to it in the Accounts or, in the case of any assets acquired
         by the Company after the Accounting Date, at a figure no greater than
         cost).

                                       23


10.      SPECIFIC

         Since the Accounting Date:

10.1     the Company has not acquired, or agreed to acquire, any single asset
         having a value in excess of (Pound)20,000 or assets having an aggregate
         value in excess of (Pound)50,000, other than in the ordinary course of
         business;

10.2     the Company has not disposed of, or agreed to dispose of, any asset
         having a value reflected in the Accounts in excess of (Pound)20,000 or
         acquired since the Accounting Date other than in the ordinary course of
         business;

10.3     no loan made by the Company which remains outstanding has become due
         and payable in whole or in part to the Company other than in the
         ordinary course of business;

10.4     the Company has not borrowed or raised any money or taken up any
         financial facilities nor repaid any borrowing or indebtedness in
         advance of its stated maturity other than in the ordinary course of
         business;

10.5     the Company has not sold or agreed to sell a debt and no debt has been
         released, deferred, subordinated or written off by the Company;

10.6     no dividend or other payment which is, or could be treated as, a
         distribution for the purposes of Part VI ICTA or section 418 ICTA has
         been declared, paid or made by the Company;

10.7     no resolution of the shareholders of the Company has been passed;

10.8     the Company has not changed its accounting reference date;

10.9     the Company has not assumed or, so far as the Vendor is aware,
         incurred, or agreed to assume or incur, a liability, obligation or
         expense (actual or contingent) for a value in excess of (Pound)20,000,
         other than in the ordinary course of business;

10.10    no management or similar charge has become payable or been paid by the
         Company to the Vendor or any Associated Company;

10.11    no share or loan capital has been allotted, issued, repaid or redeemed
         or agreed to be allotted, issued, repaid or redeemed by the Company;
         and

10.12    no payment has been made by the Company to, or benefit conferred
         (directly or indirectly) by the Company on, the Vendor, any past or
         present director of the

                                       24


         Company or any person who is or was at the relevant time connected (as
         defined in section 839 ICTA) with the Vendor or any such director.

ASSETS

11.      UNENCUMBERED TITLE; POSSESSION

11.1     Each asset included in the Accounts or acquired by the Company since
         the Accounting Date (save for Stock disposed of in the ordinary course
         of business) and each asset used by the Company or which the Company
         holds out as being, or claims is, in the ownership of the Company is
         legally and beneficially owned by the Company free from any Encumbrance
         or any claim to, or Contract to grant, any Encumbrance;

11.2     Any asset of the Company having a book value in excess of (Pound)5,000
         and which is not situated at the Property at Completion is specified in
         the Disclosure Letter and the asset is clearly identified as an asset
         of the Company.

11.3     As far as the Vendor is aware, the Company owns or is entitled to the
         lawful use of each asset necessary for the carrying on of its business
         in the manner in which it is currently carried on.

11.4     No registrable Encumbrance in favour of the Company is void or voidable
         for want of registration.

12.      DEBTORS

12.1     The Company has not made, or entered into any Contract to make, any
         loan to, or other arrangement with, any person as a result of which it
         is or may be owed any money, other than trade debts incurred in the
         ordinary course of business and cash at bank.

12.2     The Company is not entitled to the benefit of any debt otherwise than
         as the original creditor and the Company has not factored, deferred or
         discounted any debt or agreed to do so.

13.      STOCK

13.1     The Stock now held by the Company and not written off in the Accounts
         is not obsolete.

13.2     Since the Accounting Date:

                                       25


         13.2.1   there has been no significant abnormal increase or reduction
                  of Stock; and

         13.2.2   such of the Stock as is reflected in the Accounts which has
                  been realised was realised for an amount in aggregate no less
                  than the loans made in respect of such Stock.

13.3     The pledge loan balance recorded in the books of the Company is in
         aggregate materially accurate and for the purposes of this warranty
         "materially accurate" shall mean within (Pound)325,000 of the actual
         aggregate amount of such balance.

14.      PLANT ETC.

         The plant and machinery, vehicles, fixtures and fittings, furniture,
         tools and other equipment used in connection with the business of the
         Company:

14.1     are in a reasonably good and safe state of repair and condition and
         satisfactory working order and have been regularly maintained to a good
         standard and in accordance with any safety regulations usually observed
         in relation to them; and

14.2     are fully and accurately recorded in the plant register.

15.      INTELLECTUAL PROPERTY RIGHTS

15.1     For the purpose of this paragraph and PARAGRAPH 16:

         "INTELLECTUAL PROPERTY RIGHTS"  means all patents, trade marks,
                                         copyright, moral rights, rights to
                                         prevent passing off, rights in designs,
                                         know how and all other intellectual or
                                         industrial property rights, in each
                                         case whether registered or unregistered
                                         and including applications or rights to
                                         apply for them and together with all
                                         extensions and renewals of them, and in
                                         each and every case all rights or forms
                                         of protection having equivalent or
                                         similar effect anywhere in the world;
                                         and

         "SOFTWARE"                      means any form of computer program,
                                         including applications software and
                                         operating systems, whether in source or
                                         object code form.

                                       26


15.2     To the Vendor's knowledge, the Company owns or has a right to use, all
         Intellectual Property Rights necessary to carry on the Company's
         business in the manner carried on as at the date of this Agreement.

15.3     To the Vendor's knowledge, all of the Company's Intellectual Property
         Rights which are registered or the subject of applications for
         registration or which are unregistered trade marks are listed and
         described in the Disclosure Letter.

15.4     To the Vendor's knowledge, in respect of registered Intellectual
         Property Rights, all renewal fees have been duly paid, all steps
         required for their maintenance have been taken and to the Vendor's
         knowledge there are no grounds on which any person is or will be able
         to seek cancellation, rectification or any other modification of any
         registration.

15.5     To the Vendor's knowledge, there are, and have been, no proceedings,
         actions or claims within the six years prior to the date of this
         Agreement and none are pending or have been threatened, impugning the
         title, validity or enforceability of the Company's Intellectual
         Property Rights or claiming any right or interest in such Intellectual
         Property Rights.

15.6     To the Vendor's knowledge, there is, and has been, no infringement
         within the six years prior to the date of this Agreement of the
         Company's Intellectual Property Rights and none is threatened.

15.7     To the Vendor's knowledge, the past and present activities of the
         Company (including the processes, methods, Software, goods and services
         used or dealt in by it, and the products or services manufactured or
         supplied by it):

         15.7.1   do not infringe and have not infringed within the six years
                  prior to the date of this Agreement any Intellectual Property
                  Rights of any third party; and

         15.7.2   have not, and will not, result in a claim in respect of
                  Intellectual Property Rights against the Company including any
                  liability to any compensation under sections 40 and 41 of the
                  Patents Act 1977.

15.8     To the Vendor's knowledge there are no circumstances which would render
         any current application for registration of the Company's Intellectual
         Property Rights unacceptable to the relevant registry or other
         authority or which would prevent any such application from proceeding
         to grant and registration.

15.9     Complete and accurate copies of all written licences, sub-licences and
         other agreements whereby the Company is licensed or otherwise
         authorised to use the

                                       27


         Intellectual Property Rights of a third party (other than Intellectual
         Property Rights subsisting in or relating to Software or Computer
         Systems) or whereby the Company licenses or otherwise authorises a
         third party to use Intellectual Property Rights of the Company (other
         than Intellectual Property Rights subsisting in or relating to Software
         or Computer Systems) are attached to the Disclosure Letter. To the
         Vendor's knowledge, all of them are in full force and effect, no notice
         having been given to terminate them, and the material obligations of
         all parties in respect of them have been complied with and no disputes
         have arisen in respect of them.

15.10    The Disclosure Letter contains a full list of domain names and other
         electronic addresses in connection with the Internet or Worldwide Web
         which are held by, registered on behalf of, or are or which are used in
         respect of the Company.

16.      COMPUTER SYSTEMS

16.1     For the purposes of this paragraph:

         "COMPUTER SYSTEMS"              means all computer hardware, Software,
                                         microprocessors and any other items
                                         that connect with any of them which in
                                         each case are used in the Company's
                                         business or are in the possession of
                                         the Company;

         "TOPS SOFTWARE LICENCE"         the licence of the Intellectual
                                         Property Rights in the TOPS Software
                                         entered into between the Vendor and the
                                         Company on Completion under the terms
                                         of the Transitional Service Agreement;

         "TOPS SOFTWARE"                 means the TOPS Epos software the
                                         subject of the TOPS Licence; and

         "TRANSITIONAL SERVICES          means the agreement entered into
         AGREEMENT"                      between the Vendor and the Company on
                                         Completion for the provision by the
                                         Vendor of IT services and deliverables.

16.2     Details of all material Software used by the Company to carry on the
         Company's business in which the Intellectual Property Rights are owned
         by a third party are set out in the Disclosure Letter. To the Vendor's
         knowledge the licences of such Software are complied with in all
         material respects in the operation of the business of the Company as at
         that date of this Agreement and any restrictions in those licences

                                       28


         do not adversely affect the present conduct of the business of the
         Company or any plans for its conduct currently under consideration as
         at the date of this Agreement.

16.3     To the Vendor's knowledge, the Company has a disaster recovery plan in
         respect of material Computer Systems.

16.4     To the Vendor's knowledge, the Company has procedures in place in
         respect of the security of the material Computer Systems and data
         stored on them.

16.5     To the Vendor's knowledge, the material Computer Systems (and each part
         of each of them) have functioned consistently and accurately since
         being installed (except for pre-planned maintenance shut downs).

16.6     To the Vendor's knowledge, the Company has a sufficient number of
         employees who are technically competent and appropriately trained to
         ensure the proper operation and use of the Computer Systems.

16.7     To the Vendor's knowledge, the data storage capability, functionality
         and performance of each item of the material Computer Systems and the
         Computer Systems as a whole are satisfactory for the Company's business
         (as it is now conducted) as at the date of this Agreement.

16.8     The TOPS Software, in each case to the Vendor's knowledge:

         16.8.1   is legally and beneficially owned by the Vendor free from any
                  Encumbrance, and the Vendor has the right to licence it
                  pursuant to the TOPS Software Licence; and

         16.8.2   is capable of operating to materially the same performance and
                  functionality to which it operated in the twelve month period
                  prior to Completion.

PROPERTY

17.      DETAILS OF THE PROPERTIES

17.1     The particulars of the Properties shown in SCHEDULE 6 are true,
         complete and accurate in all material respects.

17.2     The Company has good title to the Properties.

17.3     So far as the Vendor is aware there is not, and so far as the Vendor is
         aware has not been, in force any policy relating to defective title or
         restrictive covenant indemnity.

                                       29


17.4     So far as the Vendor is aware:

         17.4.1   the Company does not own, is not in occupation of and is not
                  entitled to any estate or interest in any freehold or
                  leasehold property other than the Properties; and

         17.4.2   the Company is not party to any uncompleted agreement to
                  acquire or dispose of any real property including the
                  Properties.

17.5     So far as the Vendor is aware and save as disclosed, except in relation
         to the Properties, the Company has no current ongoing liability
         (whether actual or contingent) in relation to any real property.

18.      RIGHTS ENJOYED WITH THE PROPERTIES

18.1     So far as the Vendor is aware there are appurtenant to the Properties
         all rights and easements reasonably necessary for their present use and
         enjoyment, and in particular there is either access to the Leasehold
         Properties from a highway maintainable at public expense or the Company
         has the benefit of all necessary rights of way to and from such a
         roadway.

19.      OCCUPATION AND USE OF THE PROPERTIES

19.1     Except for any leases, tenancies or other rights of occupation to which
         the Properties are subject, as disclosed in the Data Room so far as the
         Vendor is aware the Company has vacant possession of the Properties and
         so far as the Vendor is aware no other person has any current right to
         possession or occupation of the Properties.

20.      MATTERS AFFECTING THE PROPERTIES

20.1     So far as the Vendor is aware from its immediately available records
         the Properties are free and clear of all Encumbrances.

20.2     So far as the Vendor is aware in relation to any Leasehold Property no
         written notice has been received alleging any breach of covenant
         contained in a Lease.

20.3     So far as the Vendor is aware no written notice materially affecting
         the Properties has been received by the Company which remain
         outstanding.

21.      RATES AND OUTGOINGS

         So far as the Vendor is aware the Properties are not subject to any
         outgoings (save those of an immaterial nature and other than uniform
         business rates, water charges and

                                       30


         other standard property terms and payments to the relevant water
         company and, in the case of Leasehold Property, rent, service charge
         and insurance premiums and other payments due under a Lease) whether of
         a periodically recurring nature or otherwise, and whether payable by
         the owner or occupier of the Properties.

22.      COMPLIANCE WITH STATUTE

22.1     The Company has not so far as the Vendor is aware received from any
         competent authority any written notice alleging that the Properties
         breach the provisions of relevant legislation from time to time
         (including the Offices Shops and Railway Premises Act 1963, the Town
         and Country Planning Act 1990, the Public Health Acts 1936 to 1961, the
         Fire Precautions Act 1971, the Health and Safety at Work etc Act 1974,
         the Planning (Listed Buildings and Conservation Areas) Act 1990, the
         Planning (Hazardous Substances) Act 1990, the Planning (Consequential
         Provisions) Act 1990, the Planning and Compensation Act 1991, the
         Sunday Trading Act 1994, the Disability Discrimination Act 1995 and the
         Party Wall Act 1996) and regulations made under such legislation and
         which are still outstanding.

23.      LEASES AFFECTING THE PROPERTIES

         The Data Room contains copies of all documents subsisting at the date
         of the establishment of the Data Room relating to the Leases of the
         Properties of which the Vendor has knowledge.

24.      REPLIES TO ENQUIRIES

         So far as the Vendor is aware, the replies and other disclosures given
         by the Vendor's Solicitors to the Commercial Property Standard
         Enquiries or the Purchaser's Solicitors' written enquiries by the
         Vendor's Solicitors to the Purchaser's Solicitors attached as Schedule
         3 to the Disclosure Letter concerning the Properties are complete, true
         and accurate in all material respects.

25.      NB: NOT USED.

ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

26.      DEFINITIONS

         For the purposes of PARAGRAPHS 26 to 30 inclusive:

         "EHS LAW"                       means all applicable law (whether
                                         criminal, civil or administrative),
                                         common law, judgment, court

                                       31


                                         order, statute, statutory instrument,
                                         regulation, directive, European Union
                                         decision (insofar as legally binding),
                                         by-law, treaty, government circular,
                                         code of practice and guidance notes, or
                                         instruction or decision of any
                                         competent regulatory body in force at
                                         Completion relating to EHS Matters

         "EHS MATTERS"                   means all or any matters relating to
                                         the pollution or protection of the
                                         Environment or harm to or the
                                         protection of human health and safety
                                         or the health of animals and plants

         "EHS PERMITS"                   means all or any permits, consents,
                                         licences, approvals, certificates and
                                         other authorisations required by EHS
                                         Law for the operation of the business
                                         of the Company or the condition or use
                                         of the Property

         "ENVIRONMENT"                   means any air (including air within
                                         natural or man-made structures above or
                                         below ground), water (including
                                         territorial, coastal and inland waters,
                                         ground water and water in drains and
                                         sewers), and land (including surface
                                         land, sub-surface land, seabed and
                                         river bed under water)

         "HAZARDOUS SUBSTANCE"           means any matter, whether alone or in
                                         combination with any other matter,
                                         capable of causing harm to man or any
                                         other living organism or damaging to
                                         the Environment or public health or
                                         welfare, including radioactive matter,
                                         ozone depleting substances, and
                                         genetically modified organisms.

27.      EHS PERMITS

         To the Vendor's knowledge at Completion, the Company has lawfully
         obtained all EHS Permits which it is required by law to obtain and at
         Completion each EHS Permit (true copies of which are attached to the
         Disclosure Letter) is in full force and effect and the Company in all
         material respects complies and has complied at all times in all
         material respects with all conditions of each EHS Permit.

                                       32


28.      COMPLIANCE WITH EHS LAW

28.1     To the Vendor's knowledge, the Company and its officers, agents and
         employees comply and have at all times complied in all material
         respects with EHS Law.

28.2     The Company has not received any written notification from any relevant
         authority alleging that the Company is in breach of EHS Law, or where
         failure to comply with such notification would constitute a breach of
         EHS Law or where compliance with such notification would be secured by
         further proceedings by such relevant authority. To the Vendor's
         knowledge, there are no circumstances at Completion which would give
         rise to such a notification being received and the Vendor is not aware
         of any intention on the part of any such authority to give such
         notification.

29.      LIABILITY

29.1     To the Vendor's knowledge, there are no facts or circumstances existing
         at Completion which may give rise to any actual liability (whether
         civil or criminal) on the part of the Company in relation to EHS
         Matters.

29.2     The Company has not received any notice of any complaint or claim from
         any person in respect of EHS Matters.

29.3     The Company is not and has not been engaged in any action, litigation,
         arbitration or dispute resolution proceedings or subject to any
         investigation under EHS Law or otherwise in relation to EHS Matters and
         the Vendor is not aware of any such matters pending or being threatened
         or of any circumstances or facts likely to give rise to any such
         matters.

30.      CONTAMINATION

30.1     To the Vendor's knowledge, all sites now or formerly owned or occupied
         by the Company are at Completion free from any Hazardous Substance
         which would give rise (on the relevant site) to any actual liability on
         the part of the Company under EHS Law.

30.2     To the Vendor's knowledge, there are at Completion no circumstances
         which are reasonably likely to require material expenditure (by the
         Company) in cleaning up the Property in order to comply with EHS Law.

                                       33


31.      PACKAGING

         To the Vendor's knowledge, the Company currently complies and has at
         all times prior to Completion complied with the Producer Responsibility
         Obligations (Packaging Waste) Regulations 1997.

EMPLOYEES

32.      REMUNERATION AND EMPLOYEES

32.1     Full particulars of the identities, dates of commencement of employment
         (or appointment to office), dates of birth, and remuneration, benefits
         and emoluments (including any loan arrangement, bonus, commission,
         profit sharing, share and other incentive schemes, and collective or
         workforce agreements) of all the employees, workers and officers of the
         Company are fully and accurately set out in the Disclosure Letter and
         copies of the written service agreements or contracts of employment of
         all employees Grade A - C and templates of the written contracts of
         employment or particulars of employment statements of all other
         employees (and all manuals, handbooks, rules, regulations and
         statements of terms, conditions, policies, procedures and practices)
         are attached to the Disclosure Letter.

32.2     There are no amounts owing to any present or former officers, workers
         or employees of the Company, other than remuneration accrued (but not
         yet due for payment) in respect of the calendar month in which this
         Agreement is executed and none of them is entitled to accrued but
         unpaid holiday pay or accrued but untaken holiday leave in respect of
         the Company's previous holiday year.

32.3     All Contracts of employment between the Company and its directors and
         employees are terminable by the Company by giving no more than three
         calendar months' notice, and the Company is not contractually obliged
         to make any payment as a consequence of the termination of any such
         Contract.

32.4     The Company has not:

         32.4.1   employed or engaged nor made any offers to employ or engage
                  any person:

                  32.4.1.1 since the Accounting Date; or

                  32.4.1.2 where such employment or engagement will take effect
                           after the date of this Agreement;

                                       34


         32.4.2   given or received notice to terminate the employment or
                  engagement of any person and no person has ceased to be
                  employed or engaged by the Company:

                  32.4.2.1 since the Accounting Date; or

                  32.4.2.2 where such notice has not yet expired; or

         32.4.3   made, agreed or proposed or is party to any contractual
                  arrangement to make any change of terms and conditions of
                  employment or engagement of any of the employees of the
                  Company:

                  32.4.3.1 since the Accounting Date; or

                  32.4.3.2 where such change of terms and conditions has not yet
                           taken effect.

32.5     So far as the Vendor is aware there is no person previously employed or
         engaged by the Company who now has or may have a statutory or
         contractual right to return to work or to be re-instated or re-engaged
         by the Company.

32.6     Full details of all employees who have been absent from work for a
         continuous period of more than four weeks (whether on maternity leave,
         unpaid leave, long-term sickness, secondment, authorised annual leave
         or otherwise) in the 12 month period ending on the date of this
         Agreement are contained in the Disclosure Letter.

32.7     The Company has not recognised, and, so far as the Vendor is aware, has
         not done any act which might be construed as recognition of, a trade
         union and the Company is not party to any agreement or understanding
         with any trade union or organisation of employees or workers nor are
         any steps being taken by employees, workers or other representatives to
         ensure trade union recognition.

32.8     The Company is not involved, and has not during the 12 months prior to
         the date of this Agreement been involved, in any strike, lock-out,
         industrial or trade dispute or any negotiations with any trade union or
         body of employees or workers.

32.9     The Company does not operate or intend to operate and has not operated
         any short time working scheme or arrangement or any redundancy or
         redeployment scheme or arrangement, whether formal or informal,
         contractual or non-contractual, which provides for payments greater
         than those required by statute or for notice periods greater than those
         set out in contracts of employment or engagement.

                                       35


32.10    The Company does not use the services of outworkers, agency or other
         self-employed persons, contracted labour or agents.

32.11    So far as the Vendor is aware the Company has, in relation to all
         present and former employees and workers, complied with all statutes,
         regulations, orders and codes of conduct relating to employment and
         relations with employees and trade unions and has maintained adequate
         and suitable records, where required to do so by law, regarding the
         service of each of its employees and has complied with all agreements
         for the time being having effect as regards such relations or the
         conditions of service of its employees (whether collectively or
         individually).

33.      PENSIONS

33.1     The Pension Schemes are the only arrangements to which the Company has
         any liability for the purpose of providing benefits on retirement or
         death.

33.2     The Vendor has supplied to the Purchaser documents containing full,
         accurate and up to date details of the Pension Schemes and of the
         Company's and its employees' obligations and liabilities under it.

33.3     The Pension Schemes are approved as exempt approved schemes (within the
         meaning of the Income and Corporation Taxes Act 1988), and as far as
         the Vendor is aware there is no reason why this approval could be
         withdrawn.

33.4     The Company and the Pension Schemes comply and have at all times
         complied with all legal and regulatory requirements (including equal
         treatment and data protection requirements), relevant to the Pension
         Schemes and the Company's participation in the Pension Schemes. The
         Company complies and has at all times complied with any duty to
         facilitate access to a stakeholder pension scheme (under section 3 of
         the Welfare Reform and Pensions Act 1999).

33.5     No claim, dispute, complaint or investigation has arisen which relates
         to the Pension Schemes or to the provision of retirement or death
         benefits in respect of the Company's current and former employees, and
         as far as the Vendor is aware there is no reason why any such claim,
         dispute, complaint or investigation could arise.

33.6     All amounts payable by the Company to and in respect of the Pension
         Schemes have been paid.

33.7     All death in service benefits under the Pension Schemes are insured.

                                       36


33.8     All benefits under the Pension Schemes are calculated on a money
         purchase basis only and there is no obligation on the Company or under
         the Pension Schemes to provide any targeted level of benefits.

33.9     No liability has been or, as far as the Vendor is aware having made
         enquiries of relevant parties, may be imposed on the Company under
         section 144 of the Pension Schemes Act 1993 or section 75 of the
         Pensions Act 1995 as a debt due to any occupational pension scheme.

CONTRACTS

34.      INSURANCE

34.1     To the Vendor's knowledge, the Company is, and has at all material
         times been, adequately covered against accident, damage, injury, third
         party loss, loss of profits and any other risk normally insured against
         by persons carrying on the same classes of business as the Company.

34.2     All premiums due in relation to the Company's policies of insurance
         have been paid, and to the Vendor's knowledge, nothing has been done or
         omitted to be done which would make any policy of insurance of the
         Company void or voidable or which might lead to any liability under
         such insurance being avoided by the insurers or which is likely to
         result in an increase in premium or which would release any insurer
         from any of its obligations under any policy of insurance of the
         Company.

34.3     No insurance claim is pending or outstanding and to the Vendor's
         knowledge, there are no circumstances which might result in any such
         claim.

34.4     Full particulars of the Company's insurances and of all claims made
         against those insurances in the last 2 years are set out in or attached
         to the Disclosure Letter.

35.      FINANCING AND WORKING CAPITAL

35.1     The amount borrowed by the Company from its bankers does not exceed the
         amount of the facility agreed with such bankers and the total amount
         borrowed by the Company from whatever source does not exceed any
         limitation on its borrowing contained in its articles of association or
         in any Contract, debenture, loan stock deed or any other document.

35.2     The Company has not procured or (indirectly or directly) engaged in any
         borrowing or financing not required to be reflected in its statutory
         accounts.

                                       37


35.3     Full and accurate details of all overdrafts, loans or other financial
         facilities outstanding or available to the Company are set out in the
         Disclosure Letter and copies of all documents relating to those
         facilities are attached to the Disclosure Letter. Nothing has been done
         or omitted to be done which might affect or prejudice the continuance
         of any of those facilities in full force and effect; and no person who
         provides any of those facilities has given any indication that it may
         be withdrawn or its terms altered.

35.4     The Disclosure Letter contains details, correct in all material
         respects at the date stated in it, of the credit or debit balances on
         all the bank or deposit accounts of the Company. Since that date there
         have been no payments out of any of those accounts except for routine
         payments in the ordinary and usual course of the Company's business and
         the balances on those accounts are not now substantially different from
         the balances shown in the Disclosure Letter.

35.5     No indebtedness of the Company is due and payable and no security over
         any of the assets of the Company is now enforceable. The Company has
         not failed to comply with any notice from a creditor requiring any
         payment to be made or seeking the enforcement of any security which it
         may hold over the Company's assets.

35.6     No person has given any guarantee of or security for any overdraft,
         loan, other financial facility granted to the Company or other
         liability of the Company.

35.7     The Company has not applied for or received any grant, subsidy or
         financial assistance from any government department or other body.

36.      MATERIAL CONTRACTS

         The Company is not, or has not been since the Accounting Date, a party
         to, liable under or subject to any Contract either which cannot be
         terminated at the absolute discretion of the Company within three
         months and under which the Company will receive income or incur
         expenditure in excess of (Pound)20,000 in any twelve month period and:

36.1     involves agency, distributorship, franchising, marketing rights,
         information sharing, manufacturing rights, consultancy, servicing,
         maintenance, inspection or testing;

36.2     involves partnership, joint venture, consortium, joint development,
         shareholders or similar arrangements;

36.3     involves hire purchase, conditional sale, credit sale, leasing, hiring
         or similar arrangements;

                                       38


36.4     involves or is likely to involve any capital expenditure by the Company
         or involves or is likely to involve an aggregate expenditure or receipt
         in excess of (Pound)50,000 by the Company;

36.5     is incapable of complete performance in accordance with its terms
         within 6 months after the date on which it was entered into;

36.6     is for the supply of goods by or to the Company on a sale or return
         basis or on a consignment stock basis;

36.7     is for the supply of goods or services by or to the Company on terms
         under which retrospective or future discounts, price reductions or
         other financial incentives are given;

36.8     is for the supply of goods or services by or to the Company which is
         not on the current standard terms and conditions on which the Company
         normally contracts to buy or supply goods or services, copies of which
         are attached to the Disclosure Letter;

36.9     involves the forward purchase or sale of any currency, commodity,
         precious metal or other asset;

36.10    involves delegation of any power under a power of attorney or
         authorisation of any person (as agent or otherwise) to bind or commit
         the Company to any obligation;

36.11    restricts the freedom of the Company to carry on its business in any
         part of the world or to use or exploit any of its assets, in each case
         in such manner as it may think fit;

36.12    involves conditions, warranties, indemnities or representations given
         in connection with a sale of shares or an undertaking or fixed assets;

36.13    is a guarantee, indemnity, surety or form of comfort in respect of the
         obligations of a third party, under which any liability or contingent
         liability is outstanding; or

36.14    is not on arm's length terms or is in any way otherwise than in the
         ordinary and proper course of the Company's business.

37.      CONSUMER CREDIT COMPLIANCE

37.1     For the purposes of the following paragraphs:

         "CCA"                           means the Consumer Credit Act 1974 and
                                         all associated and subsidiary
                                         legislation, regulations and guidance


                                       39



                                         issued pursuant to its terms;

         "CCA AGREEMENTS"                means the Credit Agreements and the
                                         Pawn Agreements and all or any of them;

         "CREDIT AGREEMENTS"             means the credit agreement(s) entered
                                         into by the Company in the form(s)
                                         provided in the Data Room at Folder B2
                                         - 20.2.4;

         "LOANS"                         means all and any financial
                                         accommodation and loans advanced to
                                         customers of the Company whether
                                         through Credit Agreements, Pawn
                                         Agreements or otherwise;

         "PAWN AGREEMENTS"               means the pawn agreement(s) entered
                                         into by the Company in the form(s)
                                         provided in the Data Room at Folder B2
                                         - 20.2.1; and

         "PLEDGE STOCKS"                 means the items of personal property
                                         held by way of a pawn arrangement
                                         pursuant to Pawn Agreements.

37.2     GENERAL

         37.2.1   The CCA Agreements entered into by the Company constitute
                  legal obligations binding in all respects (without reference
                  to the Courts) on the parties to them under the CCA.

         37.2.2   At all times during the existence of all or any of the CCA
                  Agreements the Company has held and still holds all requisite
                  licences under the CCA.

         37.2.3   The Company has not assigned or granted any third party rights
                  to or over the CCA Agreements which are still current.

         37.2.4   The Company complies (including without limitation in relation
                  to all correspondence and notices issued by or on behalf of
                  the Company) in all respects with all the relevant
                  requirements of CCA in respect of its past and current CCA
                  Agreements, the advertising and promotion of their
                  availability, their administration and enforcement.

         37.2.5   None of the Company's business is introduced to it by credit
                  brokers or third parties.

37.3     THE LOANS

                                       40


         37.3.1   The Company is the legal and absolute beneficial owner of
                  every Loan free and clear of all mortgages, charges, liens,
                  financial encumbrances and equities.

         37.3.2   All steps necessary to perfect the Company's title to the
                  Loans have been taken.

         37.3.3   No Loan has been advanced on terms other than on and in
                  accordance with the terms of the applicable CCA Agreement.

         37.3.4   Copies of the lending guidelines currently applied by the
                  Company are set out in the Disclosure Letter.

         37.3.5   Each Loan constitutes the legal valid and binding obligation
                  of the customer who is party to it and the terms as to
                  repayment of principal and payment of interest are enforceable
                  (without the need to resort to any action under section 127
                  CCA).

         37.3.6   The Company is not carrying on any unauthorised deposit taking
                  business contrary to the Financial Services and Markets Act
                  2000.

         37.3.7   None of the CCA Agreements has been created to remedy a breach
                  of a previous or existing CCA Agreement and none constitute or
                  are in place of modifying agreements (as defined in the CCA).

         37.3.8   The Company has not received notice of nor has it been
                  involved in any litigation or disputes relating to the Loans
                  including without limitation calling into question its title
                  to any Loan or its collection activities in relation to the
                  Loans.

         37.3.9   No complaints from or correspondence with the Office of Fair
                  Trading, any Trading Standards Department, the Advertising
                  Standards Authority or any other consumer protection or
                  government body has been received or entered into by the
                  Company or on its behalf.

37.4     ADMINISTRATION OF LOANS

         37.4.1   The Company keeps or causes to be kept in respect of each Loan
                  proper accounts, books and records showing all transactions,
                  payments and receipts relating to such Loan and all such
                  accounts books and records are complete and accurate in all
                  material respects and retained for periods of at least 6
                  years.

                                       41


         37.4.2   The Company is a member of the National Pawnbrokers
                  Association and at all times, to the Vendor's knowledge, has
                  complied in all material respects with its Code of Conduct and
                  the requirements of that Association and has not received any
                  complaints or allegations within the last three years of
                  non-compliance with its Code of Conduct or requirements.

         37.4.3   The Company is a member of the British Cheque Casher's
                  Association and at all times, to the Vendor's knowledge, has
                  complied in all material respects with its Code of Conduct and
                  the requirements of that Association and has not received any
                  complaints or allegations within the last three years of
                  non-compliance with its Code of Conduct.

         37.4.4   No fraud has been perpetrated by the Company, any Associated
                  Company or any of their respective directors in connection
                  with the origination, completion or management of any Loan.

         37.4.5   So far as the Vendor is aware, there has been no pattern of
                  fraudulent behaviour which has been perpetrated by the
                  employees or agents of the Company or any Associated Company
                  in connection with the origination, completion or management
                  of any Loan.

         37.4.6   The Company has not received notice from the Office of Fair
                  Trading to the effect that any of its CCA Agreements are not
                  binding on the relevant customer by reason of the Unfair Terms
                  in Consumer Contracts Regulations 1999.

37.5     PAWN

         37.5.1   All arrangements relating to the granting of Loans supported
                  by pawn comply in all respects with the requirements of the
                  CCA and all other appropriate legislation including the
                  limitation in relation to the form of pawn receipt to be
                  utilised for Pledge Stocks, the form of notice of intention to
                  sell for unredeemed items and the form of written advice given
                  to customers where non-redeemed Pledge Stocks have been sold.

         37.5.2   No items of Pledge Stocks are held other than on terms set out
                  in the appropriate Pawn Agreement.

         37.5.3   The Company's processes in relation to the Pledge Stocks where
                  a Loan is not repaid relating to the realisation of the
                  relevant Pledge Stocks are as set out in disclosure 37.5.3 of
                  the Disclosure Letter and these are the processes

                                       42


                  that have been followed in all cases where Pledge Stocks have
                  been realised and/or sold by the Company.

         37.5.4   The Company has not received any complaints or allegation that
                  its processes for instigating the sale and then selling any
                  Pledge Stock are unlawful, unfair or inappropriate.

         37.5.5   The Company has no current, and during the last two years, has
                  had no material litigation or, so far as the Vendor is aware,
                  disputes relating to its entitlement to hold the Pledge Stocks
                  or the money realised on sale of any Pledge Stocks.

38.      OTHER BUSINESS MATTERS

38.1     During the 12 months ending on the date of this Agreement there has
         been no known substantial change in the basis or terms on which any
         person is prepared to do business with the Company (apart from normal
         price changes), and no substantial customer or supplier of the Company
         (providing 5% or more of the Company's supplies or turnover in any
         accounting year) has ceased or substantially reduced its business with
         the Company, and no indication has been received by the Company or the
         Vendor that there will or may be any such change, cessation or
         reduction.

38.2     The Company does not carry on business under any name other than its
         own corporate name or any other name specified in the Disclosure Letter
         and there are no circumstances which might prevent the Company from
         continuing to carry on business under such names.

38.3     During the 12 months ending on the date of this Agreement no code of
         practice and no notice affecting prices has been issued by any
         government department, association or similar body which relates to the
         Company's business.

COMPLIANCE, DISPUTES

39.      COMPANY LAW MATTERS

39.1     Compliance has been made with all legal requirements in connection with
         the formation of the Company and all issues and grants of shares,
         debentures, notes, mortgages or other securities of the Company.

39.2     The copy of the memorandum and articles of association of the Company
         attached to the Disclosure Letter is true and complete and has embodied
         in it or attached to it a copy of every resolution or agreement as is
         referred to in section 380(4) CA 1985.

                                       43


         To the Vendor's knowledge, the Company has at all times carried on its
         business and affairs in all respects in accordance with its memorandum
         and articles of association and all such resolutions and agreements.

39.3     All returns, particulars, resolutions and other documents required to
         be filed with or delivered to the Registrar of Companies by the Company
         or any of its officers have been properly and correctly prepared in all
         respects and so filed and delivered, and no such returns, particulars,
         resolutions or other documents have been so filed or delivered during
         the period of 14 days ending on the date of this Agreement.

39.4     The statutory books (including all registers and minute books) of the
         Company have been properly kept and contain an accurate record of the
         matters required to be dealt with in those books and no notice or
         allegation that any of them is incorrect or should be rectified has
         been received.

40.      GENERAL LEGAL COMPLIANCE

40.1     The Company has obtained all necessary licences, consents, permits and
         authorities (public and private) to enable it to carry on its business
         effectively in the places and in the manner in which such business is
         now carried on. All such licences, consents, permits and authorities
         (copies of which are enclosed with the Disclosure Letter) are valid and
         subsisting and have been complied with in all material respects and to
         the Vendor's knowledge there is no reason why any of them should be
         suspended, cancelled or revoked.

40.2     To the Vendor's knowledge, the Company has conducted its business in
         accordance with all applicable legal and administrative requirements in
         each relevant jurisdiction (including the Consumer Credit Act 1974, the
         Data Protection Act 1998) and the E-Commerce (EC Directive) Regulations
         2002.

40.3     To the Vendor's knowledge, none of the officers of the Company (during
         the course of his duties in relation to the Company) has committed or
         omitted to do any act or thing in material contravention of any law,
         order, regulation or the like in the United Kingdom or elsewhere nor,
         to the Vendor's knowledge have its agents or employees committed or
         omitted to do any act or thing in material contravention of any law,
         order, regulation or the like in the United Kingdom or elsewhere, so as
         to result in a pattern of such behaviour.

40.4     To the Vendor's knowledge, there is not pending, or in existence, any
         investigation or enquiry by, or on behalf of, any governmental or other
         body in respect of the affairs of the Company.

                                       44


40.5     To the Vendor's knowledge, the Company's assets do not include any
         "criminal property" as defined by section 340(3) of the Proceeds of
         Crime Act 2002 (but disregarding paragraph (b) of that definition),
         save as disclosed in the Disclosure Letter expressly by reference to
         this paragraph.

41.      FAIR TRADING

41.1     To the Vendor's knowledge, no agreement, transaction, practice or
         arrangement carried on or proposed to be carried on by the Company (or
         by any person for whose acts or defaults the Company may be
         contractually or vicariously liable), whether unilaterally or with
         others, or to which the Company (or any such person) is or proposes to
         become a party, and no state of affairs applicable to the Company (or
         any such person):

         41.1.1   is or ought to have been registered in accordance with the
                  provisions of the Restrictive Trade Practices Acts 1976 and
                  1977 ("the RTPA") or is or has been the subject of any
                  enquiry, investigation or proceeding under the RTPA or the
                  Resale Prices Act 1976;

         41.1.2   is or has been the subject of an enquiry, investigation,
                  reference or report under the Fair Trading Act 1973 (or any
                  other legislation relating to monopolies or mergers) or the
                  Competition Act 1998;

         41.1.3   infringes or falls within the scope of the offence created by
                  Section 188 of the Enterprise Act 2002;

         41.1.4   infringes or falls within the scope of Chapter I of the
                  Competition Act 1998, or constitutes an abuse of dominant
                  position contrary to Chapter II of such Act or is or has been
                  the subject of any enquiry, request for information,
                  investigation or proceedings in respect of either of these
                  Chapters;

         41.1.5   infringes or falls within the scope of Article 81 of the
                  treaty establishing the European Union (the "EC Treaty"), or
                  constitutes an abuse of dominant position contrary to Article
                  82 of the EC Treaty, or infringes or falls within the scope of
                  any regulation or other enactment made under Article 83 of the
                  EC Treaty, or is or has been the subject of any enquiry,
                  request for information, investigation or proceeding in
                  respect of any of those Articles;

         41.1.6   infringes or falls within the scope of any other competition,
                  anti-restrictive trade practice, anti-trust or consumer
                  protection law or legislation applicable in the United Kingdom
                  or elsewhere and not specifically mentioned in this

                                       45


                  paragraph or is or has been subject to any investigation,
                  request for information, notice or other communication by any
                  court, governmental or regulatory authority; or

         41.1.7   contravenes the provisions of the Trade Descriptions Acts 1968
                  and 1972,

         and there are no circumstances indicating that any such enquiry,
         investigation, proceeding, reference or report relating to any such
         matter is likely to be made.

41.2     The Company has not made or threatened to make any complaint against
         any other person to any relevant authority under any law or legislation
         referred to in this paragraph.

41.3     The Company has not given any assurance or undertaking to the
         Restrictive Practices Court, the Office of Fair Trading, the Secretary
         of State for Trade and Industry, the Competition Commission, the
         Commission or Court of First Instance or Court of Justice of the
         European Union, or any other court, person or body, and the Company is
         not subject to any act, decision, regulation, order or other instrument
         (statutory or otherwise) made by any of them relating to any matter
         referred to in this paragraph.

41.4     To the Vendor's knowledge, the Company is not in default or in
         contravention of any article, act, decision, regulation, order or other
         instrument or of any assurance or undertaking relating to any matter
         referred to in this paragraph.

42.      LITIGATION

42.1     Save in respect of the collection by the Company of less than
         (pound)5,000 individually and of less than (pound)20,000 in aggregate
         arising in the ordinary course of business neither the Company nor any
         person for whose acts or defaults the Company may be contractually or
         vicariously liable is involved (whether as claimant, defendant or
         otherwise) in any civil, criminal, tribunal, arbitration,
         administrative or other proceedings.

42.2     To the Vendor's knowledge, no civil, criminal, tribunal, arbitration,
         administrative or other proceedings are pending or threatened by or
         against or concern the Company and there are no facts or circumstances
         likely to result in any such proceedings.

42.3     There is no outstanding or unsatisfied judgement, decree, order, award
         or decision of a court, tribunal, arbitrator or governmental agency
         against the Company and the Company is not party to any undertaking or
         assurance given to a court, tribunal or any other person in connection
         with the determination or settlement of any claim or proceedings.

                                       46


43.      DEFAULT

43.1     The Company has not manufactured, sold or supplied any product or
         service which did not or does not comply in all respects with all
         applicable laws, regulations, standards (including any British or
         European Union standards) and customers' specifications or any
         representation or contractual term expressly or impliedly made by the
         Company or which is, was or will become defective or unsafe.

43.2     To the Vendor's knowledge, the Company is not in breach of any Contract
         to which it is a party (including, for the avoidance of doubt, breach
         of the procedures contained within the MoneyShop Franchise Agreement
         with Cash Centres Limited), and no other party to any such Contract is
         in breach of it. All agreements, rights, commitments, obligations,
         arrangements and understandings to which the Company is a party are
         valid and enforceable. The Vendor is not aware of any grounds for the
         termination, rescission, avoidance or repudiation of any Contract by
         the Company or any other party to any such Contract.

44.      INSOLVENCY

44.1     No meeting has been convened at which a resolution will be proposed, no
         petition has been presented, no order has been made and no resolution
         has been passed for the winding-up of the Company or for the
         appointment of any provisional liquidator. The Company has not called
         any formal or informal meeting of all or any of its creditors.

44.2     No administrative receiver, receiver or receiver and manager has been
         appointed of the whole or any part of the property, assets or
         undertaking of any Group Member.

44.3     No administrator has been appointed in respect of any Group Member and
         no steps or actions have been taken in connection with the appointment
         of an administrator in respect of any Group Member.

44.4     No voluntary arrangement has been proposed or approved under Part I
         Insolvency Act 1986 and no compromise or arrangement has been proposed,
         agreed to or sanctioned under section 425 CA 1985 in respect of the
         Company.

44.5     No distress, execution or other process has been levied on or applied
         for in respect of any asset of the Company.

44.6     The Company has not stopped or suspended the payment of its debts or
         received a written demand pursuant to section 123(1)(a) Insolvency Act
         1986 and the Company

                                       47


         is not insolvent or unable to pay its debts within the meaning of
         section 123 Insolvency Act 1986.

44.7     No disqualification order has at any time been made pursuant to the
         provisions of the Company Directors Disqualification Act 1986 against
         any former or current officer of the Company.

44.8     Neither the Company nor any of its directors has consulted a person
         qualified to act as an insolvency practitioner under Part XIII of the
         Insolvency Act 1986 with a view to minimising the potential loss to the
         Company's creditors or otherwise in relation to any financial
         difficulty of the Company.

44.9     The Company has not been a party to any transaction at an undervalue as
         defined in section 238 of the Insolvency Act 1986 nor has it given nor
         received any preference as defined in section 239 of the Insolvency Act
         1986, in either case within the period of 2 years ending on the date of
         this Agreement.

44.10    To the Vendor's knowledge, there are no facts in existence which are
         likely to lead to any of the events or circumstances referred to in
         this paragraph.

45.      EFFECTS OF THE AGREEMENT

45.1     The execution of this Agreement and the observance and performance of
         its provisions will not and is not likely to:

         45.1.1   result in a breach of any Contract, law, regulation, order,
                  judgement, injunction, undertaking, decree or similar
                  imposition to or by which the Company is party or bound, or
                  entitle any person to terminate or avoid any Contract to which
                  the Company is party, or have any material effect on any such
                  Contract;

         45.1.2   result in the loss or impairment of or any default under any
                  licence, authorisation or consent required by the Company for
                  the purposes of its business;

         45.1.3   result in the creation, imposition, crystallisation or
                  enforcement of any Encumbrance whatsoever on any of the assets
                  of the Company;

         45.1.4   result in any present or future indebtedness of the Company
                  becoming due and payable, or capable of being declared due and
                  payable, prior to its stated maturity date or in any financial
                  facility of the Company being withdrawn; or

                                       48


         45.1.5   adversely affect the Company's relationships with customers,
                  suppliers and employees.

         There is no Contract to which the Company is party which depends on the
         continuation of the connection (whether as shareholder or officer of
         the Company or otherwise) of any person with the Company.

                                       49


                                   SCHEDULE 4

                                    TAXATION

PART 1 - INTERPRETATION

46.   INTERPRETATION

      In this SCHEDULE 4:

46.1  the following expressions have the following meanings unless inconsistent
      with the context:

      "ACCOUNTS RELIEF"             (g)     any Relief which was treated as an
                                            asset of the Company in the
                                            Completion Accounts; and

                                    (h)     any Relief which was taken into
                                            account in computing (and so
                                            reducing or eliminating) any
                                            provision for deferred tax which
                                            appears in the Completion Accounts
                                            or which would have appeared in the
                                            Completion Accounts but for the
                                            presumed availability of such Relief

      "THE AUDITORS"                the auditors for the time being of the
                                    Company

      "CAA"                         Capital Allowances Act 2001

      "DISPUTE"                     any dispute, appeal, negotiations or other
                                    proceedings in connection with a Tax Claim

      "EVENT"                       any event, fact or circumstance whatsoever
                                    including but not limited to:

                                    (i)     any transaction, action or omission
                                            (whether or not the

                                       50


                                            Company is party to it);

                                    (j)     the earning, receipt or accrual for
                                            any Taxation purpose of any income,
                                            profits or gains;

                                    (k)     the incurring for any Taxation
                                            purpose of any loss or expenditure;

                                    (l)     the declaration, payment or making
                                            of any dividend or other
                                            distribution;

                                    (m)     the sale and purchase of the Shares
                                            pursuant to this Agreement; and

                                    (n)     Completion

      "FA"                          Finance Act

      "FUTURE RELIEF"               any Relief which arises wholly or mainly as
                                    a result of any Event which has occurred or
                                    occurs after Completion

      "IHTA"                        Inheritance Tax Act 1984

      "ITEPA"                       Income Tax (Earnings and Pensions) Act 2003

      "LIABILITY TO TAXATION"       (o)     any liability of the Company to make
                                            an actual payment of Taxation
                                            (whether or not the Company is
                                            primarily so liable and whether or
                                            not the Company has any right of
                                            recovery against any other person);
                                            and

                                    (p)     the use by the Company (in whole or
                                            in part) of any Future Relief or
                                            Accounts Relief to reduce or

                                       51

                                            eliminate any liability of the
                                            Company to make an actual payment of
                                            Taxation (whether or not the Company
                                            is primarily so liable and whether
                                            or not the Company has any right of
                                            recovery against any other person)
                                            in respect of which the Vendor would
                                            otherwise have been liable under
                                            PARAGRAPH 2; and

                                    (q)     the loss by the Company (in whole or
                                            in part) of any Accounts Relief

      "PURCHASER GROUP MEMBER"      Any company which is at any time is or has
                                    been:-

                                    (r)     a holding company of the Purchaser;

                                    (s)     a subsidiary or subsidiary
                                            undertaking of the Purchaser; or

                                    (t)     a subsidiary or subsidiary
                                            undertaking of any holding company
                                            of the Purchaser

      "RELEVANT TAX CLAIM"          any claim against the Vendor in respect of a
                                    Liability to Taxation under paragraph 2

      "RELIEF"                      (u)     any relief, allowance, exemption,
                                            set-off, deduction or credit
                                            available from, against or in
                                            relation to Taxation or in the
                                            computation for any Taxation purpose
                                            of income, profits or gains; and

                                    (v)     any right to a repayment of Taxation

                                       52


      "RESTRICTED STOCK UNIT AWARD  any agreement entered into by the Vendor
      AGREEMENT"                    with any employee of the Company under which
                                    awards of restricted stock units or other
                                    securities are granted

      "SAVING"                      the reduction or elimination of any
                                    liability of the Company to make an actual
                                    payment of corporation tax in respect of
                                    which the Vendor would not have been liable
                                    under PARAGRAPH 2, by the use of any Relief
                                    arising wholly as a result of a Liability to
                                    Taxation in respect of which the Vendor has
                                    made a payment under PARAGRAPH 2

      "TAXATION"                    (w)     any tax, duty, impost or levy, past
                                            or present, of the United Kingdom or
                                            elsewhere, whether governmental,
                                            state, provincial, local
                                            governmental or municipal, including
                                            income tax (including income tax
                                            required to be deducted or withheld
                                            from or accounted for in respect of
                                            any payment under Part 11 ITEPA or
                                            otherwise), corporation tax, ACT,
                                            capital gains tax, inheritance tax,
                                            VAT, customs and other import or
                                            export duties, rates, stamp duty,
                                            stamp duty land tax, stamp duty
                                            reserve tax, national insurance and
                                            social security contributions; and

                                    (x)     any fine, penalty, surcharge,
                                            interest or other imposition
                                            relating to any tax, duty, impost or
                                            levy mentioned in PARAGRAPH (a) of
                                            this definition (including any
                                            interest or penalty in respect of
                                            the underpayment of instalments
                                            under the Corporation Tax

                                       53

                                            (Instalment Payments) Regulations
                                            1998) or to any account, record,
                                            form, return or computation required
                                            to be kept, preserved, maintained or
                                            submitted to any person for the
                                            purposes of any such tax, duty,
                                            impost or levy

      "TAXATION AUTHORITY"          any authority, whether of the United Kingdom
                                    or elsewhere, competent to impose, assess or
                                    collect Taxation, including but not limited
                                    to the Board of Inland Revenue and the
                                    Commissioners of Customs and Excise

      "TAXATION STATUTE"            any statute (and all regulations and other
                                    documents having the force of law under such
                                    statute) published, enacted, issued or
                                    coming into force on or before the date of
                                    this Agreement relating to Taxation

      "TAX CLAIM"                   any notice, demand, assessment, letter or
                                    other document issued, or action taken, by
                                    or on behalf of any Taxation Authority and
                                    the submission of any Taxation form, return
                                    or computation from which, in either case,
                                    it appears to the Purchaser that the Company
                                    is or may be subject to a Liability to
                                    Taxation or other liability in respect of
                                    which the Vendor is or may be liable under
                                    PARAGRAPH 2

      "TCGA"                        Taxation of Chargeable Gains Act 1992

      "TMA"                         Taxes Management Act 1970

      "VAT"                         value added tax

      "VATA"                        Value Added Tax Act 1994

                                       54


46.2     references to Events include Events which are deemed to have occurred
         for any Taxation purpose and references to income, profits or gains
         earned, received or accrued for any Taxation purpose include income,
         profits or gains which are deemed to have been earned, received or
         accrued for any Taxation purpose;

46.3     references to the loss of a Relief include the disallowance of a Relief
         and the failure to obtain a Relief (whether as a result of the
         surrender of the Relief to another company or otherwise);

46.4     any stamp duty which is charged on any document, or in the case of a
         document which is outside the United Kingdom any stamp duty which would
         be charged on the document if it were brought into the United Kingdom,
         which is necessary to establish the title of the Company to any asset
         or in the enforcement or production of which the Company is interested,
         and any interest, fine or penalty relating to such stamp duty, will be
         deemed to be a liability of the Company to make an actual payment of
         Taxation.

PART 2 - TAX COVENANT

47.      COVENANT

47.1     Subject to the provisions of this PART 2 of this SCHEDULE 4, the Vendor
         covenants with the Purchaser to pay to the Purchaser an amount equal to
         the amount of:

         47.1.1   any Liability to Taxation which has arisen or arises as a
                  result of or in connection with any Event which occurred on or
                  before Completion, whether or not such Liability to Taxation
                  has been discharged on or before Completion; and

         47.1.2   any Liability to Taxation which arises on, before or after
                  Completion as a result of the non payment of Taxation by the
                  Vendor or any person (other than the Company) which is or has
                  been connected for any Taxation purpose with the Vendor and
                  for which that person is primarily liable;

         47.1.3   any Liability to Taxation which arises as a result of any
                  Event which occurs after Completion pursuant to a legally
                  binding obligation (whether or not conditional) entered into
                  by the Company on or before Completion otherwise than in the
                  ordinary course of business of the Company (but only to the
                  extent that such Liability to Taxation arises in respect of
                  income profits or gains which are deemed to have been earned,
                  received or accrued

                                       55


                  for Tax purposes (as opposed to any actual) income, profits or
                  gains earned, received or accrued for Tax purposes);

         47.1.4   any Liability to Taxation which arises as a result of, in
                  respect of or by reference to or the disallowance or denial of
                  any relief, allowance or deduction claimed under Schedule 29
                  of Finance Act 2002 in respect of goodwill for the accounting
                  period ended on 31 December 2002;

         47.1.5   any Liability to Taxation (including but not limited to PAYE,
                  employers and employees NICs and interest and penalties
                  thereon) which arises as a result of, in respect of or by
                  reference to any payments made by the Company on or before
                  Completion for the services of a security consultant provided
                  through the personal service company of such consultant; and

         47.1.6   any reasonable costs, fees or expenses (including legal costs
                  on a full indemnity basis) properly incurred by the Company or
                  the Purchaser in connection with any Liability to Taxation or
                  other liability in respect of which the Vendor is liable under
                  this PART 2 of this SCHEDULE 4 or successfully taking any
                  action (including but not limited to legal proceedings) under
                  this Schedule 4.

47.2     The Vendor covenants with the Purchaser to pay to the Purchaser an
         amount equal to the amount of any Liability to Taxation (including but
         not limited to any income tax, employer's and employee's NICs and/or
         their overseas equivalents for which the Company is liable under the
         PAYE system or otherwise) which arises as a result of, in respect of,
         or by reference to the grant, exercise, exchange or cancellation of any
         share options where such options were granted to any employee of the
         Company pursuant to any Restricted Stock Unit Award Agreement, at any
         time on or before Completion.

48.      QUANTIFICATION

         For the purposes of PARAGRAPH 2 the amount of a Liability to Taxation
         will be determined as follows:

48.1     the amount of a Liability to Taxation falling within PARAGRAPH (a) of
         the definition of that expression in PARAGRAPH 1.1 will be the amount
         of the actual payment of Taxation which the Company is liable to make;

                                       56


48.2     the amount of a Liability to Taxation falling within PARAGRAPH (b) of
         the definition of that expression in PARAGRAPH 1.1 will be the amount
         of Taxation saved by the Company as a result of the use of the Future
         Relief; and

48.3     the amount of a Liability to Taxation falling within PARAGRAPH (c) of
         the definition of that expression in PARAGRAPH 1.1 will be:

         48.3.1   the amount of Taxation which would have been saved by the
                  Company but for the loss of the Accounts Relief on the basis
                  of the rates of Taxation current at the date of the loss,
                  assuming for this purpose that the Company had sufficient
                  profits or was otherwise in a position actually to use the
                  Accounts Relief; or

         48.3.2   if the Accounts Relief lost was a right to a repayment of
                  Taxation, the amount of the repayment of Taxation so lost.

49.      EXCLUSIONS

49.1     The Vendor will not be liable under PARAGRAPH 2.1 or Part 3 of this
         Schedule 4 in respect of a Liability to Taxation or other liability of
         the Company to the extent to which:

         49.1.1   such Liability to Taxation or other liability was satisfied or
                  discharged on or before Completion and the discharge of such
                  Liability to Taxation or other liability was reflected in the
                  Completion Accounts; or

         49.1.2   specific provision was made in the Completion Accounts for
                  such Liability to Taxation or other liability; or

         49.1.3   payment has already been made in respect of such Liability to
                  Taxation or other liability under this PART 2 or PART 3 of
                  this SCHEDULE 4; or

         49.1.4   such Liability to Taxation or other liability would not have
                  arisen but for the making, changing, or coming into force of
                  any legislation (including but not limited to an increase in
                  rates of Taxation) or a change in the interpretation,
                  administration, or application by any relevant court or by any
                  Taxation Authority or in the published practice of any
                  Taxation Authority first enacted or announced after
                  Completion; or the withdrawal of any extra-statutory
                  concession after Completion with retrospective effect;

         49.1.5   such Liability to Taxation would not have arisen or would have
                  been reduced or eliminated but for a change after Completion
                  in the accounting

                                       57


                  policies or practices of the Purchaser or the Company (except
                  where such change is required to remedy any failure prior to
                  Completion of the Company to comply with United Kingdom
                  generally accepted accounting principles) or in the length of
                  any accounting period of the Company;

         49.1.6   any Relief (other than a Future Relief or an Accounts Relief)
                  is available to, and can be used by, the Company to set
                  against, reduce or eliminate the Liability to Taxation such
                  that the Company has or will have no actual liability to make
                  a payment to a Taxation Authority in respect of the Taxation
                  to the extent of the use of the Relief;

         49.1.7   such Liability to Taxation would not have arisen or would have
                  been reduced or eliminated but for the failure or omission
                  after Completion of the Purchaser or of the Company to claim
                  any Relief (other than Future Relief) where written notice of
                  the need to claim such Relief was given to the Purchaser by
                  the Vendor within 30 Business Days following Completion or, if
                  later, at least 30 Business Days prior to the expiry of any
                  time limit for the claiming of the relevant Relief;

         49.1.8   such Liability to Taxation arises or is increased as a result
                  of the disclaimer by the Purchaser or the Company after
                  Completion of any Relief claimed by the Company before
                  Completion, and which was taken into account in the Completion
                  Accounts;

         49.1.9   such Liability to Taxation or other liability would not have
                  arisen but for a voluntary act, transaction or omission of the
                  Company or the Purchaser after Completion:

                  49.1.9.1 otherwise than pursuant to a legally binding
                           obligation entered into by the Company on or before
                           Completion or imposed on the Company by any
                           legislation announced before Completion whether
                           coming into force before, on or after Completion; or

                  49.1.9.2 which the Purchaser was aware or ought reasonably to
                           have been aware would give rise to the Liability to
                           Taxation or other liability in question; or

                  49.1.9.3 otherwise than in the ordinary course of business of
                           the Company, or

                                       58


                  49.1.9.4 otherwise than at the written request of the Vendor
                           whether pursuant to this Agreement or otherwise.

49.2     The provisions of PARAGRAPHS 4.1.1, 4.1.2, 4.1.3 and 4.1.6 under this
         PART 2 of this SCHEDULE 4 shall apply to limit the liability of the
         Vendor under PARAGRAPH 2.2 of this SCHEDULE 4 in respect of a Liability
         to Taxation of the Company. In addition, the Vendor will not be liable
         under PARAGRAPH 2.2 of this SCHEDULE 4 in respect of a Liability to
         Taxation of the Company to the extent that the Company or the Purchaser
         has recovered from any person (including any officer or employee or
         former officer or employee of the Company but excluding the Purchaser
         and any Purchaser Group Member) any sum in respect of such Liability to
         Taxation or to the extent that any corporation tax deduction is
         available to the Company (except to the extent that such corporation
         tax deduction is taken into account in preparing the Completion
         Accounts) in respect of the grant or exercise of restricted stock units
         under the Restricted Stock Unit Award Agreements or in respect of the
         Liability to Taxation arising therefrom.

49.3     The Vendor will not be liable for any Relevant Tax Claim unless the
         amount of the liability in respect of that Relevant Tax Claim or the
         aggregate amount of the liability in respect of a number of Relevant
         Tax Claims relating to the same matter exceeds (pound)5,000 AND the
         amount of the liability in respect of that Relevant Tax Claim or
         Relevant Tax Claims when aggregated with the amount of the liability in
         respect of all other Relevant Tax claims exceeds (pound)50,000 (in
         which event the Vendor will be liable for the whole amount of such
         Relevant Claims and not merely the excess).

49.4     The provisions of clause 6.2 (financial cap) of the Agreement shall
         apply to any liability of the Vendor under PARAGRAPH 2 of this SCHEDULE
         4.

49.5     The liability of the Vendor under this PART 2 of SCHEDULE 4 shall cease
         seven years after Completion except in respect of matters which have
         been the subject of a claim within PARAGRAPH 7 of this SCHEDULE 4
         unless the claim in question has arisen by reason of fraud, wilful
         concealment, or dishonesty on the part of the Vendor or, prior to the
         Completion date, on the part of the Company in which event there shall
         be no contractual limit on the time period within which such claim may
         be brought.

50.      DEDUCTIONS FROM PAYMENTS

50.1     Except as required by law all payments by the Vendor under this PART 2
         of this SCHEDULE 4 will be made free and clear of all deductions and
         withholdings in respect of Taxation.

                                       59


50.2     If any deduction or withholding is required by law to be made from any
         payment by the Vendor under this PART 2 of this SCHEDULE 4 or if
         (ignoring any available Relief) the Purchaser is subject to Taxation in
         respect of any payment by the Vendor under this PART 2 of this SCHEDULE
         4, the Vendor covenants with the Purchaser to pay to the Purchaser such
         additional amount as is necessary to ensure that the net amount
         received and retained by the Purchaser (after taking account of such
         deduction or withholding or Taxation) is equal to the amount which it
         would have received and retained had the payment in question not been
         subject to the deduction or withholding or Taxation.

50.3     PARAGRAPHS 5.1 AND 5. 2 shall not apply to the extent that the
         deduction or withholding would not have arisen but for the assignment
         by the Purchaser of any of its rights under this Schedule.

51.      DUE DATE FOR PAYMENT

51.1     The due date for the making of a payment by the Vendor under this PART
         2 of this SCHEDULE 4 will be:

         51.1.1   the date falling 5 Business Days after the Purchaser has
                  served notice on the Vendor demanding such payment; or

         51.1.2   in any case involving a liability of the Company to make an
                  actual payment (whether or not a payment of Taxation), the
                  later of the date mentioned in PARAGRAPH 6.1.1 and the date
                  falling 5 clear Business Days before the last date upon which
                  the payment is required to be made to the person entitled to
                  the payment; or

         51.1.3   in any case involving the loss of an Accounts Relief other
                  than the right to repayment of Taxation, the later of the date
                  mentioned in PARAGRAPH 6.1.1 and the date falling 5 clear
                  Business Days before the date on which the payment of Taxation
                  is or would be required to be made in respect of the
                  accounting period in which the Accounts Relief is lost.

51.2     If any payment required to be made by the Vendor under this PART 2 of
         this SCHEDULE 4 is not made by the due date, ascertained in accordance
         with PARAGRAPH 6.1, then such payment will bear interest in accordance
         with the terms of CLAUSE 10 of this Agreement.

                                       60


52.      CLAIMS PROCEDURE

52.1     If the Purchaser or the Company becomes aware of any matter which may
         give rise to a Tax Claim it will as soon as reasonably practicable, and
         in any event not more than 15 Business Days after the Purchaser becomes
         so aware of that Tax Claim give notice to the Vendor (giving details,
         to the extent available, of such Tax Claim, the due date for any
         payment, and time limits for any appeal), provided that the giving of
         such notice will not be a condition precedent to the liability of the
         Vendor under PARAGRAPH 2.

52.2     Subject to PARAGRAPH 7.5 and provided that the Vendor indemnifies and
         secures the Company, the Purchaser and all other Purchaser Group
         Members to the reasonable satisfaction of the Purchaser against all
         reasonable losses, costs, damages and expenses (including interest or
         surcharge on overdue Taxation) which may be incurred thereby, the
         Purchaser will procure that the Company, at the Vendor's cost and
         expense, takes such action and gives such information and assistance in
         connection with its Taxation affairs as the Vendor may reasonably and
         promptly request to dispute, appeal against, settle or compromise any
         Tax Claim, including applying to postpone (so far as legally possible)
         the payment of any Taxation, but not including allowing the Vendor or
         its advisors to undertake the conduct of the Dispute.

52.3     For the purposes of PARAGRAPH 7.2

         52.3.1   the Purchaser shall, or shall procure that the Company shall,
                  promptly submit to the Vendor all material documents and
                  correspondence relating to the Tax Claim which it is proposed
                  be submitted to the relevant Taxation Authority in draft form
                  to the Vendor and the Vendor shall be afforded a reasonable
                  opportunity to comment thereon;

         52.3.2   the appointment of professional advisers by the Company in
                  relation to the Tax Claim shall be subject to the approval of
                  the Vendor (such approval not to be unreasonably withheld or
                  delayed);

         52.3.3   the Purchaser shall, or shall procure that the Company shall,
                  promptly incorporate all reasonable comments and suggestions
                  made by the Vendor and the Vendor's duly authorised agent and
                  promptly submit the relevant final documents/correspondence to
                  the relevant Taxation Authority; and

                                       61


         52.3.4   the Purchaser shall, or shall procure that the Company shall,
                  promptly deliver to the Vendor copies of all relevant
                  correspondence sent to or received from the relevant Tax
                  Authority.

52.4     Subject to PARAGRAPHS 7.5 AND 7.6, and to compliance by the Vendor with
         PARAGRAPH 7.2 in relation to any Dispute, the Purchaser will not, and
         will procure that the Company will not, without the prior written
         consent of the Vendor, such consent not to be unreasonably withheld or
         delayed:

         52.4.1   transmit any communication (whether written or otherwise) to
                  any Taxation Authority;

         52.4.2   agree, settle or compromise the relevant Tax Claim; or

         52.4.3   agree any matter which is likely to affect the amount of the
                  relevant Tax Claim or any future Liability to Taxation.

52.5     The Purchaser will not be required to take or procure that the Company
         will take any action mentioned in PARAGRAPH 7.2:

         52.5.1   which it reasonably considers to be materially prejudicial to
                  the business or Taxation affairs of the Company or the
                  Purchaser or any other Purchaser Group Member; or

         52.5.2   which involves contesting a Tax Claim beyond the first
                  appellate body (excluding the Taxation Authority which has
                  made the Tax Claim) in the jurisdiction concerned unless the
                  Vendor obtains (at the Vendor's cost and expense) the opinion
                  of Tax Counsel of at least 5 years' call that it is reasonable
                  in all circumstances to make such an appeal.

52.6     If the Vendor fails within 10 Business Days of the Purchaser giving
         notice requiring the Vendor to do so) to inform the Purchaser of any
         action which the Vendor wishes the Purchaser to procure the Company to
         take under PARAGRAPH 7.2, the Purchaser will be entitled to procure
         that the Company settles or compromises any Tax Claim on such terms as
         it determines in its absolute discretion.

53.      TIME LIMIT

53.1     The Vendor will not be liable under PARAGRAPH 2 in respect of a
         Liability to Taxation or other liability of the Company unless within 7
         years after Completion the Purchaser has given notice to the Vendor of
         any Tax Claim whatsoever relating to

                                       62


         such Liability to Taxation or other liability, or of any Event which
         may give rise to such a Tax Claim.

53.2     The time limit in PARAGRAPH 8.1 will not apply in any case involving
         dishonest or fraudulent conduct on the part of the Vendor, any company
         which has at any time been a member of the same group (as defined for
         any Taxation purpose) as the Vendor or any person acting on behalf any
         of the foregoing companies.

54.      SAVINGS

54.1     If (at the Vendor's request and expense) the Auditors determine that
         the Company has obtained a Saving, the Purchaser will offset such
         Saving against any outstanding Claim of which it has given notification
         to the Vendor.

54.2     To the extent that no Claim is outstanding the Purchaser will as soon
         as reasonably practicable thereafter (and in any event within 10
         Business Days of such determination by the Auditors) repay to the
         Vendor the lesser of:

         54.2.1   the amount of the Saving (as determined by the Auditors); and

         54.2.2   the amount paid by the Vendor under PARAGRAPH 2 in respect of
                  the Liability to Taxation which gave rise to the Saving less
                  any part of that amount previously repaid to the Vendor under
                  any provision of this Agreement or otherwise;

54.3     The Company will be entitled to use in priority to any Relief which
         gives rise to a Saving any other Relief available to it (including by
         way of surrender by another company to it) to reduce or eliminate any
         liability to make an actual payment of corporation tax but, subject
         thereto, shall use its reasonable endeavours to use any Relief which
         gives rise to a Saving as soon as reasonably practicable unless to do
         so would be materially prejudicial to the Taxation affairs of the
         Company or the Purchaser.

54.4     The Company will not obtain a Saving until the last date upon which it
         would have been obliged to make the actual payment of corporation tax
         which has been reduced or eliminated in order to avoid incurring
         interest thereon.

54.5     In determining whether the Company has obtained a Saving, the Auditors
         will act as experts and not as arbitrators and their determination will
         (in the absence of manifest error) be conclusive and binding on the
         parties.

                                       63


55.      RECOVERY FROM OTHER PERSONS

55.1     If the Company recovers from any other person (including any Taxation
         Authority but excluding the Purchaser, any other Purchaser Group Member
         and any officer or employee of any such company) any amount which is
         referable to a Liability to Taxation or other liability of the Company
         in respect of which the Vendor has made a payment under PARAGRAPH 2,
         the Purchaser will repay to the Vendor within 10 Business Days of the
         receipt thereof the lesser of:

         55.1.1   the amount so recovered (less any reasonable losses, costs,
                  damages and expenses incurred by the Company, the Purchaser or
                  any other member of the same group of companies as the
                  Purchaser as a result of the recovery of that amount); and

         55.1.2   the amount paid by the Vendor under PARAGRAPH 2 in respect of
                  the Liability to Taxation or other liability in question less
                  any part of such amount previously repaid to the Vendor under
                  any provision of this Agreement or otherwise.

55.2     If the Purchaser becomes aware that the Company is entitled to recover
         any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as
         reasonably practicable give written notice of that fact to the Vendor
         and provided that the Vendor indemnifies and secures the Company, the
         Purchaser and all other Purchaser Group Members to the reasonable
         satisfaction of the Purchaser against all reasonable losses, costs,
         damages and expenses which may be incurred thereby, the Purchaser will
         procure that the Company, at the Vendor's cost and expense, takes such
         action as the Vendor may reasonably and promptly request to effect such
         recovery.

55.3     The action which the Vendor may request the Company to take under
         PARAGRAPH 10.2 does not include:

         55.3.1   any action which the Purchaser reasonably considers to be
                  materially prejudicial to the business or Taxation affairs of
                  the Company, the Purchaser or any Purchaser Group Member; or

         55.3.2   allowing the Vendor to undertake the conduct of any action
                  necessary to effect recovery of the amount in question.

56.      CORPORATION TAX RETURNS

56.1     Subject to this PARAGRAPH 11, the Purchaser shall have exclusive
         conduct of all Taxation affairs of the Company after Completion.

                                       64


56.2     The Purchaser shall procure that the Company keeps the Vendor fully
         informed of its Taxation affairs in respect of any accounting period
         ended on or prior to Completion for which final agreement with the
         relevant Taxation Authority of the amount of Taxation due from the
         Company has not been reached and shall not submit any correspondence or
         submit or agree any return or computation for any such period to any
         Taxation Authority without giving the Vendor a reasonable opportunity
         to make representations thereon and without the prior written consent
         of the Vendor (such consent not to be unreasonably withheld or
         delayed).

56.3     The Purchaser shall procure that the Company does not amend or withdraw
         any return or computation or any claim, election, surrender or consent
         made by the Company in respect of its accounting periods ended on or
         before Completion without the prior written consent of the Vendor (such
         consent not to be unreasonably withheld or delayed).

56.4     The Purchaser shall provide the Vendor with a copy of:

         56.4.1   the Company's Tax returns and Tax computation for the
                  accounting period ended on 31 December 2003 and the accounting
                  period during which Completion occurs;

         56.4.2   the Company's statement of account or receipt from the Inland
                  Revenue or other Taxation Authority confirming the final
                  amount of Tax paid for the accounting period ended on 31
                  December 2003 and the accounting period during which
                  Completion occurs; and

         56.4.3   the Company's statutory accounts for the accounting period
                  ended on 31 December 2003 and the accounting period during
                  which Completion occurs.

56.5     The Purchaser agrees that it will not make a section 338(g) election
         for the Company and will procure that the Company will not, until after
         31 December 2004:

         56.5.1   engage in any transaction that will result in a "dividend"
                  being distributed from the Company (for the avoidance of
                  doubt, nothing in this PARAGRAPH 11.5.1 shall prevent the
                  company from making a loan to the Purchaser at any time after
                  completion, so long as the loan is evidenced by a formal note,
                  has a set term and bears an arm's length rate of interest); or

         56.5.2   change the Company's financial reporting year.

         For the avoidance of doubt, the terms "section 338(g) election" is as
         defined in the United States Internal Revenue Code of 1986, as amended.

                                       65


57.      COUNTER COVENANT

57.1     The Purchaser hereby covenants with the Vendor to pay or to procure
         that the relevant Purchaser Group Member pays to the Vendor by way of
         adjustment to the Purchase Price, an amount equal to;

         57.1.1   any Tax Liability arising after Completion for which the
                  Company or a Purchaser Group Member is liable but for which
                  the Vendor becomes liable as a result of the failure by the
                  Company or the relevant Purchaser Group Member to discharge
                  it; and

         57.1.2   all reasonable costs and expenses properly incurred by the
                  Vendor in connection with any Tax Liability in respect of
                  which the Vendor can bring a claim under this paragraph 12 or
                  where the Vendor successfully takes any action to enforce
                  payment under this paragraph 12 in connection with the taking
                  of such action.

57.2     The provisions of paragraph 6 (due date for payment) and paragraph 7
         (Claims procedure) shall apply to this paragraph 12 as if the same were
         set out herein but replacing references to the Vendor with the
         Purchaser (and vice versa) and making any other necessary
         modifications.

57.3     The covenants contained in paragraph 12 shall not apply to a Tax
         Liability to the extent that the Vendor is liable to make a payment
         (and has not made such payment) in respect of that Tax Liability under
         paragraph 2 of this Schedule 4.

58.      GENERAL

         All payments by the Vendor under this PART 2 of this SCHEDULE 4 will be
         treated as repayments by the Vendor of the Consideration paid for the
         Shares pursuant to this Agreement, provided that this PARAGRAPH 13 will
         not operate in any way to limit the liability of the Vendor under this
         PART 2 of this SCHEDULE 4.

PART 3 - TAX WARRANTIES

59.      RETURNS, RECORDS, DISPUTES AND CLEARANCES

59.1     All notices, returns, computations, registrations, information and
         payments which should have been made or supplied by the Company for any
         Taxation purpose have been made within the requisite periods and are
         up-to-date, correct and on a proper basis and none of them is, or so
         far as the Vendor is aware is likely to be, the subject of any dispute
         with any Taxation Authority.

                                       66


59.2     The Company is not involved in any dispute with any Taxation Authority
         and within the last three years has not been the subject of any
         investigation or enquiry by any Taxation Authority (other than routine
         questions), no Taxation Authority has indicated that it intends to
         investigate the Taxation affairs of the Company and so far as the
         Vendor is aware there are no circumstances which are likely to give
         rise to any such investigation.

59.3     The Company has punctually supplied all information requested by any
         Taxation Authority for any Taxation purpose.

59.4     All consents and clearances obtained by the Company from any Taxation
         Authority remain valid and effective and any transaction for which any
         such consent or clearance has been obtained has been carried into
         effect (if at all) only in accordance with the terms of the relevant
         consent or clearance, including the terms of the application for the
         relevant consent or clearance.

59.5     The Company has not negotiated with or been granted by any Taxation
         Authority any (in each case, material) dispensations, concessions,
         arrangements and agreements (whether formal or informal) which are not
         in accordance with the strict terms of the legislation and no action
         has been taken by or on behalf of the Company which has had or is
         likely to have the result of altering, prejudicing or in any way
         disturbing any such concession, arrangement or agreement.

60.      PENALTIES AND INTEREST

60.1     The Company has not within the period of 3 years ending on the date of
         this Agreement paid, and is not liable to pay, any fine, penalty,
         charge, surcharge or interest charged by virtue of any of the
         provisions of any Taxation Statute nor are there any circumstances
         which are likely to cause the Company to become liable to pay any fine,
         penalty, charge, surcharge or interest.

61.      TAXATION CLAIMS, LIABILITIES AND RELIEF

61.1     The Company has sufficient records to fulfil its obligations under all
         Taxation Statutes and to enable it to make and complete returns for
         Taxation purposes and to calculate the liability to Taxation or relief
         arising:

         61.1.1   in respect of or by reference to any Event on or before
                  Completion; or

         61.1.2   on the disposal of any asset owned by it at Completion.

                                       67


61.2     The Company has duly and properly made all Taxation claims,
         disclaimers, elections and surrenders and given all notices and
         consents and done all other things in respect of Taxation the making,
         giving or doing of which was assumed to have been made for the purposes
         of the Accounts, all such claims, disclaimers, elections, surrenders,
         notices, consents and other things have been accepted as valid by the
         relevant Taxation Authorities and none has been revoked or otherwise
         withdrawn.

61.3     The Company is not, and will not become, liable to pay, or make
         reimbursement or indemnity in respect of, any Taxation (or amounts
         corresponding to any Taxation) payable by or chargeable on or
         attributable to any other person, whether in consequence of the failure
         by that person to discharge that Taxation within any specified period
         or otherwise, where such Taxation relates to a profit, income or gain,
         transaction, event, omission or circumstance arising, occurring or
         deemed to arise or occur (whether wholly or partly) on or prior to
         Completion.

62.      DISTRIBUTIONS AND PAYMENTS

62.1     The Company has deducted and properly accounted to the appropriate
         Taxation Authority for all amounts which it has been obliged to deduct
         in respect of Taxation (whether under the PAYE system or otherwise),
         has complied fully with all reporting requirements relating to all such
         amounts and has (where required by the applicable Taxation Statute)
         duly provided certificates of deduction of tax to the recipients of
         payments from which deductions have been made.

62.2     The Company has not made or received any exempt distribution within the
         meaning of section 213 ICTA, and has not at any time been a relevant
         company in relation to an exempt distribution for the purposes of that
         section or concerned in an exempt distribution for the purposes of
         section 214 ICTA.

62.3     No rents, interest, annual payments, payments to a present or former
         director or employee, or other sums paid or payable by the Company
         since the Accounting Date, or which the Company is under an obligation
         to pay, will be wholly or partially disallowable as deductions or
         charges in computing the profits of the Company for the purposes of
         corporation tax.

63.      EMPLOYEE BENEFITS

63.1     The Company has properly operated the Pay As You Earn system ("PAYE"),
         by making deductions, as required by the applicable Taxation Statute,
         from all payments made (including notional payments), or treated as
         made, to its directors, employees or officers or former directors,
         employees or officers or any persons required to be

                                       68


         treated as such, and accounting to the Inland Revenue for all Taxation
         so deducted and for all Taxation chargeable on the Company on benefits
         provided for its directors, employees or officers, or former directors,
         employees or officers.

63.2     No liability to national insurance contributions or obligation to
         account for income tax under the PAYE system could fall on the Company
         as a result of a chargeable event (within the meaning of Part 7 ITEPA)
         before, at or after Completion in respect of securities and interests
         in securities made available or securities options granted to an
         employee or director prior to Completion.

63.3     The Disclosure Letter contains full details of all share incentive
         schemes and profit sharing schemes and employee benefit trusts
         established by the Company whether approved by the Inland Revenue or
         not and the Company has complied with all statutory requirements in
         respect of such schemes and trusts.

64.      CLOSE COMPANIES

         The Company is not and has never been, a close company as defined in
         section 414 ICTA.

65.      GROUP TRANSACTIONS

65.1     The Company is not and has not at any time been

         65.1.1   a member of a group of companies as defined in section 170
                  TCGA with any other UK resident company; or

         65.1.2   an associated company of any other UK resident company as
                  defined in section 774(4) ICTA; or

         65.1.3   a member of a group or consortium with any other UK resident
                  company within the meaning of section 413 ICTA; or

         65.1.4   a party to any such reconstruction as is described in section
                  343 ICTA.

66.      TAX AVOIDANCE

         The Company has not entered into or been a party to any scheme,
         arrangement or transaction designed wholly or mainly or containing
         steps or stages having no commercial purpose and designed wholly or
         mainly for the purpose of avoiding or deferring Taxation or reducing a
         liability to Taxation or amounts to be accounted for under the PAYE
         system.

                                       69


67.      BASE VALUES AND ACQUISITION COSTS

67.1     If each of the capital assets of the Company owned at the Accounting
         Date was disposed of for a consideration equal to the book value of
         that asset in, or adopted for the purpose of, the Accounts, or in the
         case of assets acquired since the Accounting Date, equal to the
         consideration given on acquisition, no liability to corporation tax on
         chargeable gains under the CAA would arise (and for this purpose there
         will be disregarded any relief or allowance available to the Company
         other than amounts falling to be deducted from the consideration
         receivable under section 38 TCGA).

67.2     The Company does not own any wasting asset within the meaning of
         section 44 TCGA which does not qualify in full for capital allowances
         as described in section 47(1) TCGA.

68.      CAPITAL GAINS

         The Company has not at any time:

68.1     made a claim under sections 152 to 158 (inclusive) or 175 or 247 TCGA
         which affects the amount of the chargeable gain or allowable loss which
         would, but for such claim, arise or have arisen upon a disposal of any
         asset;

68.2     been a party to, involved in, or connected with any disposal of assets
         within the meaning of section 29 TCGA (value shifting) or any scheme or
         arrangement such as are mentioned in section 30 TCGA (tax-free
         benefits);

68.3     acquired or disposed of any asset or entered into any transaction or
         arrangement whatsoever otherwise than by way of bargain at arm's length
         or in respect of which there may be substituted for the actual
         consideration given or received by the Company a different
         consideration for any Taxation purpose;

68.4     acquired any policy of assurance or contract for a deferred annuity or
         interest in any such policy or contract in circumstances such that a
         chargeable gain could arise on disposal under section 210 TCGA;

68.5     transferred a trade carried on by it outside the United Kingdom through
         a branch or agency in circumstances such that a chargeable gain could
         be deemed to arise at a date after such transfer under section 140
         TCGA; or

68.6     made any claim or election under section 161(3) TCGA (appropriation of
         asset to trading stock).

                                       70


69.      CAPITAL ALLOWANCES

69.1     All capital expenditure incurred by the Company since the Accounting
         Date and all capital expenditure which may be incurred by the Company
         under any existing contract has qualified or will be capable of
         qualifying for capital allowances.

69.2     The Company is not in dispute with any person as to the availability of
         allowances under Chapter 14 Part 2 CAA and there are no circumstances
         which are likely to give rise to such a dispute.

69.3     The Company does not own any assets which qualify or have ever
         qualified for capital allowances under Part 3 CAA.

70.      VAT: GENERAL

70.1     The Company:

         70.1.1   is registered in the United Kingdom for VAT purposes and is
                  not registered or required to be registered for VAT or any
                  similar tax in any other jurisdiction;

         70.1.2   maintains complete, correct and up-to-date business records
                  for the purposes of paragraph 6 of Schedule 11 of VATA and is
                  not in arrears with any VAT payment or return or in respect of
                  Intrastats or excise or customs duties, or liable to any
                  abnormal or non-routine payment of VAT, or any forfeiture or
                  penalty, or to the operation of any penal provision;

70.2     The Company:

         70.2.1   has not within the period of 3 years ending on the date of
                  this Agreement been required by H M Customs & Excise to give
                  security for any reason and has not failed to comply in all
                  respects with all statutory requirements, orders, provisions,
                  directions or conditions relating to VAT;

         70.2.2   has not within the 2 years ending on the date of this
                  Agreement been served with any penalty liability notice under
                  section 64 VATA or any surcharge liability notice under
                  section 59 VATA and has not been issued with any written
                  warning under section 76(2) VATA (failure to comply with a
                  regulatory provision);

         70.2.3   has never been treated as, or applied for treatment as a
                  member of a group for VAT purposes under section 43 VATA and
                  no transaction has been

                                       71


                  effected in consequence of which the Company is or may be held
                  liable for any VAT arising from supplies made by another
                  company and the Company has not been a party to any
                  transaction or arrangement as a result of which a direction
                  has been or may be given under Schedule 9A VATA
                  (anti-avoidance provisions for groups of companies);

         70.2.4   does not have an interest in any assets to which Part XV of
                  the Value Added Tax Regulations 1995 (Capital Goods Scheme)
                  applies;

70.3     All supplies of goods and services made by the Company are taxable
         supplies for the purposes of VATA, no goods or services supplied to the
         Company, or goods imported by the Company, are or have been used
         otherwise than for business purposes, the Company is able to obtain
         credit as deductible input tax (as defined in section 24 VATA) for all
         the VAT which it has incurred

70.4     The Company has not in the 3 years ending on Completion disposed of or
         acquired any business or assets as a transfer of a going concern as
         described in section 49 VATA or Article 5 of the Value Added Tax
         (Special Provisions) Order 1995.

70.5     The Company has not received any supplies of the type described in
         Schedule 5 VATA. (Services supplied were received), which would give
         rise to a reverse charge under section 8 VATA.

70.6     The Company has not reclaimed input tax from HM Customs & Excise which
         it will be obliged to repay under the provisions of Part XIXB Value
         Added Tax Regulations 1995 (Repayment of input tax where consideration
         not paid).

70.7     The Company has not received any Notices issued under Regulation 166A
         of the Value Added Tax Regulations 1995 that have not been given effect
         by the method laid down in Regulation 172D of those amended
         Regulations.

71.      VAT: PROPERTY TRANSACTIONS

71.1     The Company has not incurred any liability in respect of VAT (whether
         to HM Customs and Excise or to any other person) by reason of the
         provisions of paragraph 2(1) Schedule 10 VATA (Election to waive the
         exemption) and there are no circumstances whereby the Company could
         become so liable as a result of a person making an election under that
         paragraph.

71.2     Neither the Company nor any relevant associate (within the meaning of
         paragraph 3(7) Schedule 10 VATA) has made any election under paragraph
         2(1) Schedule 10 VATA in respect of any land in, over or in respect of
         which the

                                       72


         Company has any interest, right or licence to occupy and the Company is
         not aware of any intention to make such an election.

71.3     The Company does not own the fee simple in any building or work such as
         is referred to in Item 1(a) Group 1 Schedule 9 VATA the supply of which
         would be standard rated.

72.      STAMP DUTY AND STAMP DUTY RESERVE TAX

72.1     All documents to which the Company is a party and which are liable to
         stamp duty and which confer any right upon the Company or on which the
         Company may need to rely have been duly stamped and no document to
         which the Company is a party and which confers any right upon the
         Company or on which the Company may need to rely and which is outside
         the United Kingdom would attract stamp duty if it were brought into the
         United Kingdom and there is no liability to any penalty in respect of
         such duty or circumstances which may give rise to such a penalty.

72.2     The Company has never incurred or otherwise been under a liability to
         stamp duty reserve tax and there are no circumstances which may result
         in it being so liable.

72.3     Within the 5 years ending on the date of this Agreement, the Company
         has not made any claim for relief or exemption under section 42 FA
         1930, section 151 FA 1995 or section 75, 76 or 77 FA 1986.

73.      STAMP DUTY LAND TAX

73.1     Stamp duty land tax has been paid in full in respect of all land
         transactions to which stamp duty land tax applies and in respect of
         which the Company is the purchaser within the meaning of section 43(4)
         FA 2003 and the Company has no liability or obligation (contingent or
         otherwise) to submit a further land transaction return.

73.2     The Company has not claimed relief from stamp duty land tax under Part
         1 (group relief) or Part 2 (reconstruction and acquisition relief) of
         Schedule 7 FA 2003 where the Company was a purchaser in respect of a
         land transaction for the purposes of FA 2003.

74.      RESIDENCE AND OFFSHORE INTERESTS

74.1     The Company is and has at all times been resident only in the United
         Kingdom for the purposes of all Taxation Statutes.

                                       73


75.      LOAN RELATIONSHIPS

         There are no outstanding debts owed to or by the Company, or any
         securities issued by the Company or which the Company owns or in which
         it has an interest, which will not be repaid at Completion, other than
         trade debts which fall within the exemption in section 251(1) TCGA and
         which do not arise out of loan relationships of the Company for the
         purposes of section 81(1) FA 1996.

76.      QUARTERLY INSTALMENT PAYMENTS

         The Company is obliged to pay corporation tax in quarterly instalments
         under the provisions of Corporation Tax (Instalment Payments)
         Regulations 1998 (SI 1998 No 3175) and section 59E TMA and has complied
         in full with its obligations under such regulations.

77.      TRANSFER PRICING

         The Company has not undertaken, or agreed to undertake, any
         transactions which are otherwise than on fully arm's length terms and
         there are no circumstances which could cause any Taxation Authority to
         make or require to be made any adjustment to the terms on which such
         transaction is treated as taking place.

78.      ACCOUNTS AND SUBSEQUENT EVENTS

The Accounts fully provide or reserve, in accordance with the accounting
policies set out in the notes included in the Accounts, for all Taxation
(including deferred tax for which the Company is or may be liable, or for which
it may be accountable, as at the Accounting Date.

                                       74


                                   SCHEDULE 5

                             COMPLETION ARRANGEMENTS

At Completion the following will take place:

1.       ITEMS FOR DELIVERY

         The following items will be produced and delivered by the Vendor:

         SHARE TRANSFERS

1.1      An executed transfer of the Shares in favour of the Purchaser (or its
         nominee(s)) together with the share certificate for the Shares (or in
         the case of any lost certificate an indemnity satisfactory to the
         Purchaser in relation to it).

1.2      Any waiver, consent or other document necessary to give the Purchaser
         (or its nominee(s)) full legal and beneficial ownership of the Shares.

         AUTHORISATIONS

1.3      A copy of a resolution of the board of directors (certified by a duly
         appointed officer as true and correct) of the Company authorising the
         execution of and the performance by the Company of its obligations
         under each of the documents to be executed by it.

1.4      A power of attorney in the agreed terms by each registered holder of
         the Shares which enables the Purchaser or its nominee to attend and
         vote at general meetings of the Company.

         RESIGNATIONS AND APPOINTMENTS

1.5      A letter of resignation in the agreed terms from each director of the
         Company save for John Hughes and John Nichols.

1.6      A letter of resignation in the agreed terms from the secretary of the
         Company.

1.7      A copy of a letter to the Company from its auditors resigning from
         office with effect from Completion and containing the statement
         required by section 394 CA 1985, the original of the letter having been
         deposited at the registered office of the relevant company.

                                       75


         COMPANY DOCUMENTATION

1.8      The certificate of incorporation, any certificate(s) of incorporation
         on change of name, the common seal and the statutory books and
         registers (which will be written up to but not including Completion) of
         the Company.

1.9      All deeds and documents relating to the title of the Company to the
         Property as listed in the index attached to the Disclosure Letter.

1.10     All cheque books in current use of the Company.

1.11     All papers, books, records, keys, credit cards and other property (if
         any) of the Company which are in the possession or under the control of
         the Vendor or any other person who resigns as an officer of the Company
         in accordance with this Schedule.

         FINANCIAL

1.12     A copy of the bank mandate of the Company and copies of bank statements
         in respect of each account of the Company as at the close of business
         on the last Business Day prior to Completion, together in each case
         with a reconciliation statement prepared by the Vendor to show the
         position at Completion (listing unpresented cheques drawn or received
         by the Company and standing orders payable since the date of such bank
         statements).

         MISCELLANEOUS

1.13     All licences, certificates or other documents previously specified by
         the Purchaser.

1.14     A deed in the agreed terms from the Vendor acknowledging that, subject
         to clause 5.4, neither the Vendor nor any Associated Company has any
         claim against the Company and that there is no agreement or arrangement
         under which the Company has any actual, contingent or prospective
         obligation to any such person.

1.15     Where any agreement or arrangement referred to in PARAGRAPH 1.14
         previously existed, evidence of the release or termination of it in a
         form satisfactory to the Purchaser.

                                       76


2.       CONVENING OF MEETINGS

2.1      The Vendor will procure that duly convened board meetings of the
         Company are held at which:

         2.1.1    the transfers referred to in PARAGRAPH 1.1 (subject to
                  stamping if not previously effected) are approved for
                  registration in the books of the Company;

         2.1.2    the resignations of directors, secretary and auditors referred
                  to in each of PARAGRAPHS 1.5, 1.6 and 1.7 are accepted with
                  effect from the end of the relevant board meeting;

         2.1.3    such persons as are nominated by the Purchaser as directors,
                  secretary and auditors of the Company are appointed with
                  effect from the end of the relevant board meeting;

         2.1.4    all existing instructions to the bankers of the Company are
                  revoked and new instructions given to such bankers as the
                  Purchaser may nominate, in such form as the Purchaser directs;

         2.1.5    the Company's execution of the employment contract and/or
                  letter of appointment in the agreed terms between each of John
                  Hughes and John Nichols and the Company are approved and
                  authorised; and

         2.1.6    the Company's execution of the TOPS Licence and the
                  Transitional Services Agreement in the agreed terms with the
                  Vendor are approved and authorised.

2.2      The Vendor will procure that a special resolution of the Company to
         amend the memorandum and articles of association of the Company in the
         agreed terms is passed as a written resolution.

3.       CONTRACTS

3.1      The Vendor will use reasonable endeavours to procure that each of John
         Hughes and John Nichols will enter into contracts of employment in the
         agreed terms with the Company.

3.2      The Vendor will enter into the TOPS Licence and the Transitional
         Services Agreement in the agreed terms with the Company.

                                       77


4.       REPAYMENT OF MONIES OWED

         The Vendor will repay, and will procure that each Associated Company
         will repay, all amounts owed by the Vendor or company to the Company
         whether due for payment or not.

5.       PAYMENT OF CONSIDERATION

         The Purchaser will pay the Provisional Consideration by electronic
         funds transfer to the Vendor's Solicitors client account with National
         Westminster Bank, PO Box 221, Connaught House, 65 Aldwych, London WC2B
         4EJ, Sort Code 56-00-13, Account Number 36449709, Account Name: Baker &
         McKenzie Client Account or by such other method as may be agreed
         between the parties.

                                       78


                                   SCHEDULE 6

                                 THE PROPERTIES

                          PART I - FREEHOLD PROPERTIES



                                                                       TITLE NUMBER AND QUALITY OF TITLE (IF
              DESCRIPTION                    TITLE HOLDER                    APPLICABLE) IF REGISTERED
              -----------                    ------------                    -------------------------
                                                                 
72 Deptford High Street, London, SE8    Harvey & Thompson Limited             LN90791 - Title absolute
4RT

2 Merrow Street, Walworth, SE17 2NJ     Harvey & Thompson Limited             SGL387407 - Title absolute

106 Lauriston Place, Edinburgh EH3 9HX  Harvey & Thompson Limited             Unregistered

1 & 5 Southcroft Street, Govan,         Harvey & Thompson Limited             GLA100063
Glasgow G51 2DH

First Floor Pawnbroking Office, 4       Harvey & Thompson Limited             GLA167408
Purdon Street, Glasgow G11 6AJ


                                       79


                         PART II - LEASEHOLD PROPERTIES



                                  TITLE NUMBER AND QUALITY
   DESCRIPTION OF LEASEHOLD       OF TITLE (IF APPLICABLE)
          PROPERTY                     IF REGISTERED            DATE OF LEASE                PARTIES TO LEASE
          --------                     -------------            -------------                ----------------
                                                                              
Ground Floor, 27 East Street,                                16/01/1995                London Life Linked Assurances
Barking                                                                                Ltd (1)

                                                                                       H & T Ltd (2)

10 Ethel Street, Birmingham                                  19/07/1996                Ravenseft Properties Ltd (1)

                                                                                       H & T Ltd (2)

29 Penny Street, Blackburn,                                  23/12/2002                Blackburn with Darwen Borough
Lancashire                                                                             Council (1)

                                                                                       Francesco James Mastrobuoni
                                                                                       (2)

97/99 Central Drive,                                         15/03/1989                Mr JM Hartley (1)
Blackpool, Lancashire
                                                                                       H & T Plc (2)

13 Newport Street, Bolton                                    19/09/2002                Stylo Barratt Properties Ltd
                                                                                       (1)

                                                                                       Xpress Cash Ltd (2)

115 The Palatine, The Strand                                 30/11/1999                Ravenseft Properties Ltd (1)
Shopping Centre, Bootle
                                                                                       Michael Graham Mallett (2)

Ground Floor, 575 Roman Road,                                01/05/1996                Daejan Properties Ltd (1)
London, E3
                                                                                       H & T Ltd (2)

26 James Street, Bradford                                    15/05/1998                Independent Ophthalmologist
                                                                                       Ltd (1)

                                                                                       H & T Ltd (2)

Ground Floor and Basement, 4     ESX146482 - Title absolute  10/05/1988                DSG Properties Plc (1)
Castle Square, Brighton
                                                                                       Match Menswear Ltd (2)

75 Burnt Oak Broadway,           NGL831573 - Title absolute  07/11/2003                Donald John Norman and others
Edgware, Middlesex                                                                     (1)

                                                                                       H & T Ltd (2)

58 Rushey Green Catford,                                     14/02/2003                John Shalom Miller and Janice
London SE6                                                                             Miller (1)


                                       80


                                                                              
                                                                                       H & T Ltd (2)

Ground Floor Shop and                                        04/05/1999                Howard Arthur Thomson and
Basement, 36 Chalk Farm Road,                                                          Nigel George Thomson (1)
London, NW1
                                                                                       H & T Ltd (2)

9/11 Northcote Road, Clapham                                 04/02/1981                CT Chapman Ltd (1)
Junction, SW11
                                                                                       H & T Ltd (2)

Ground Floor, Rear Yard and                                  19/01/2000                Mrs Hannah Nassim (1)
Shop Premises, 157 Clapton
Common, London E5                                                                      H & T Ltd (2)

Unit 29, 30 and 31, In Shops,                                Retailer's Licence        In Shops Centres Ltd (1)
Clydebank 1, Glasgow                                         16/09/2002
                                                                                       H & T Ltd (2)

10A Hales Street, Coventry                                   15/06/1999                The Council of the City of
                                                                                       Coventry (1)

                                                                                       H & T Ltd (2)

Ground Floor Premises and                                    27/11/2003                Smartshield Ltd (1)
Shop, 299 Heathway, Dagenham
                                                                                       H & T Ltd (2)

52 Kingsland High Street,                                    10/11/2003                Surrey Investments Ltd (1)
Dalston, London E8
                                                                                       H & T Ltd (2)

215 Wolverhampton Street,                                    21/08/2000                Stella Mary Watson (1)
Dudley, West Midlands
                                                                                       H & T Ltd (2)

Ground Floor and Basement of                                 07/07/1997                Phillip Alfred William Allen
116-118 Seagate, Dundee                                                                and Sandra Allen (1)

                                                                                       H & T Ltd (2)

Unit 19 Shandwick Square                                     18/02/2003                Ossory Property Investments
Shopping Centre, Easterhouse,                                                          Ltd (1)
Glasgow
                                                                                       H & T Ltd (2)

259/261 Seven Sisters Road,                                  01/10/2001                Bridge Road Management Ltd (1)
Finsbury, London N4
                                                                                       William Hill Organization Ltd
                                                                                       (2)

224 North End Road, Fulham,      NGL553516 - Title absolute  09/12/1985                Ebrahim Dawood Joosab (1)
London W14
                                                                                       H & T Plc (2)



                                       81


                                                                              
169 High Street, Gillingham,                                 11/12/1996                Peter Helman and Marylyn
Kent                                                                                   Helman (1)

                                                                                       H & T Ltd (2)

Basement and First Floor 11A                                 29/01/1999                Sears Properties Netherlands
Bath Street, Glasgow                                                                   BV (1)

                                                                                       H & T Ltd (2)

595 Govan Road, Glasgow                                      14/09/2001                Mohammed Manzur and Saleem
                                                                                       Akhtar (1)

                                                                                       H & T Ltd (2)

Unit 3 Hamilton Gate, The Oak                                06/10/2003                Oak Mall Greenock Ltd (1)
Mall, Greenock
                                                                                       H & T Ltd (2)

134a King Street, Hammersmith,                               26/09/2002                Lambert Pressland Ltd (1)
London W6
                                                                                       H & T Ltd (2)

Head Office, Level 7, Times                                  30/07/1999                Eagle Star Life Assurance
House, Throwley Way, Sutton,                                                           Company Ltd (1)
Surrey
                                                                                       H & T Ltd (2)

Unit 3, 30 High Street,          AGL65421 - Title absolute   08/07/1998                Charlwood Alliance Holdings
Hounslow, Middlesex                                                                    Ltd (1)

                                                                                       H & T Ltd (2)

Ground Floor and Basement                                    12/03/1996                Torlork Singh (1)
91/93 Cranbrook Road, Ilford
                                                                                       H & T Ltd (2)

Unit 67 In Shops Centres Ltd,                                14/02/2003                In Shops Centres Ltd (1)
Telegraph Way, Kirkby
Liverpool, L32 8US                                                                     H & T Ltd (2)

Ground Floor and Basement 281    EGL468287 - Title absolute  08/01/2004                Davis Steele Ltd (1)
High Road, Leyton, London E10
                                                                                       H & T Ltd (2)

Unit 6 42/46 Whitechapel,                                    16/10/1998                Stramongate Properties Ltd (1)
Liverpool, Greater Merseyside
                                                                                       Waynes Shoes Plc (2)

23 Chestergate, Macclesfield,                                21/12/1988                Arthur Johnson (1)
Cheshire
                                                                                       Halifax (NW) Ltd (2)

Unit 12 Newgate                                              31/03/1998                West Register Property



                                       82


                                                                              
Shopping Centre, Newcastle-Upon-Tyne                                                   Investments Ltd (1)

                                                                                       H & T Ltd

51 Peckham High Street, London                               07/09/1988                Grantglen Ltd (1)
SE15
                                                                                       H & T Ltd (2)

22 Market Way, Chrisp Street                                 05/11/1998                The Mayor and Burgesses of
Centre, Poplar, London E14                                                             the London Borough of Tower
                                                                                       Hamlets (1)

                                                                                       H & T Ltd (2)

Ground Floor Shop and            NGL775627 - Title absolute  04/05/1999                Howard Arthur Thomson and
Basement, 63 Praed Street,                                                             others (1)
London NW2
                                                                                       H & T Ltd (2)

Unit 68 (C9), Riverside Phase                                24/06/2003                R Hanson & Son (UK) Ltd (1)
III, The Medway City Estate,
Chatham, Rochester                                                                     H & T Ltd (2)

Unit 67, Riverside III                                       10/03/2000                Nicholas Alexander Faldo Esq
Industrial Estate, Sir Thomas                                                          (1)
Langley Road, Medway City,
Rochester, Kent                                                                        H & T Ltd (2)

Unit 75 Riverside III, Medway                                22/08/2003                Mr MJ Smith (1)
City Estate, Chatham,
Rochester                                                                              H & T Ltd (2)

Unit 119, Halton Lea Shopping                                29/10/1999                Fordgate Midlands Properties
Centre, Runcorn, Cheshire                                                              Ltd (1)

                                                                                       Pawn Stop Ltd (2)

                                                                                       Michael Graham Mallett (3)

Unit 3 Rutherglen Shopping                                                             Mars Pension Trustees Ltd (1)
Centre, Rutherglen
                                                                                       H & T Ltd (2)

Unit 70 Fitzgerald Way,                                      17/04/2002                Novembre Properties Ltd and
Salford City Shopping Centre,                                                          Standbrook Properties Ltd (1)
Salford, M6 5JA
                                                                                       Xpress Cash Ltd (2)

64/ 64A High Street, Slough                                  04/01/1995                Sterling Estates (1)

                                                                                       H & T Ltd (2)

Ground Floor Lock-up Shop, 254                               01/02/2001                MTD Property
Streatham



                                       83


                                                                              
High Road, Streatham, London                                                           Investment Ltd (1)
SW16
                                                                                       H & T Ltd (2)

109 Princes Street, Stockport                                04/07/2000                Emma Muriel Eyres (1)

                                                                                       Xpress Cash Ltd (2)

                                                                                       Paul Smith (3)

Unit U44 The Arndale Centre,                                 10/11/1989                The Arndale Property Trust
Stretford, Greater Manchester                                                          Ltd (1)

                                                                                       H & T Plc (2)

Ground Floor and Basement, 196                               17/03/1995                Cue Property Holdings
Lower Road, Surrey Quays,                                                              (Rotherhithe) Ltd (1)
London SE16
                                                                                       H & T Ltd (2)

Ground Floor Shop, 246 High                                  06/10/1995                Notepike Ltd (1)
Street, Sutton
                                                                                       H & T Ltd

63 Mitcham Road, Tooting, SW17   Registration pending -      03/08/2004                Rivercity Limited (1)
9PB                              provisional title number
                                 allocated - TGL243199                                 Harvey & Thompson Ltd (2)

Ground Floor Premises forming    WM710118 - Title Absolute   05/07/1990                WA Goold (Estates) Ltd (1)
part of 10 Digbeth, Walsall,
West Midlands                                                                          Mr GA Lycett and others
                                                                                       (trading as "Direct
                                                                                       Discount") (2)

234 High Street, Walthamstow,                                05/10/2000                Marie Juliana Longland and
London E17                                                                             Jeannie Margaret Sargeant (1)

                                                                                       William George Porter and
                                                                                       Kathryn Porter (2)

Ground Floor and Basement, 391                               01/10/1999                Shajid Abdul Rashid Gaffar (1)
Walworth Road, London SE17
                                                                                       H & T Ltd (2)

Ground Floor and Basement, 111                               13/02/2004                Blackcap Ltd (1)
Lower Marsh, Waterloo, London
SE1                                                                                    H & T Ltd (2)

Ground Floor 1-3 Bellegrove                                  13/10/2003                Landmaster Properties Ltd (1)
Road, Welling, Kent, DA16 3PA
                                                                                       H & T Ltd (2)

70 High Road, Willesden Green,   NGL553536 - Title absolute  09/12/1985                Haroon Abba (1)



                                       84


                                                                              
London NW10 2PU                                                                        H & T Plc (2)

21 Hope Street, The Gallery
Shopping Centre, Wigan

22 Almondale South, Livingston                               16/08/2004                Ravenseft Properties Limited
                                                                                       (1)

                                                                                       H&T Ltd (2)



                                       85


                                   SCHEDULE 7

                            LIMITATIONS ON WARRANTIES

1.    PARAGRAPH 4 shall apply in circumstances where the Vendor has paid to the
      Purchaser an amount in respect of a Relevant Claim (other than a Relevant
      Claim under the Taxation Warranties in which case PARAGRAPH 10 of SCHEDULE
      4 shall apply) and subsequent to the making of such payment the Purchaser
      or the Company recovers from some other person a sum which is referable to
      that payment.

2.    PARAGRAPH 5 shall apply in circumstances where the Vendor has paid to the
      Purchaser an amount in respect of a Relevant Claim and subsequent to the
      making of such payment the Purchaser or the Company becomes or shall
      become entitled to recover from some other person a sum which is referable
      to that payment.

3.    PARAGRAPH 5 shall apply in circumstances where:

3.1   any claim is made by a third party against the Purchaser or the Company
      which is reasonably likely to give rise to a Relevant Claim (other than a
      Relevant Claim under the Taxation Warranties in which case PARAGRAPH 7 of
      SCHEDULE 4 shall apply) by the Purchaser against the Vendor; or

3.2   the Purchaser or the Company is or is reasonably likely to be entitled to
      make recovery from some other person of any sum in respect of any facts or
      circumstances by reference to which the Purchaser has or is reasonably
      likely to have a Relevant Claim (other than a Relevant Claim under the
      Taxation Warranties in which case PARAGRAPHS 7 AND 10 of SCHEDULE 4 shall
      apply) against the Vendor.

4.    In the circumstances referred to in PARAGRAPH 1 above the Purchaser shall
      reasonably promptly repay to the Vendor (less any reasonable costs and
      expenses incurred in recovering the same) an amount equal to the amount
      recovered or, if lower, the amount paid by the Vendor to the Purchaser.

5.    The Purchaser shall:

5.1   notify the Vendor of any claim made against the Purchaser as referred to
      in PARAGRAPH 2, or any right of recovery which is or is reasonably likely
      be available as referred to in PARAGRAPHS 3.1 and 3.2 as soon as
      reasonably practicable after the Purchaser becomes aware of the same
      PROVIDED THAT a failure on the part of the Purchaser to notify the Vendor
      in this manner shall not operate to prevent the Purchaser from bringing a
      Relevant Claim in relation to any relevant facts or

                                       86



      circumstances save to the extent that such a failure to notify increases
      the quantum of any such Relevant Claim; and

5.2   keep the Vendor informed of all material developments in relation to any
      claim, or right of recovery, as referred to in PARAGRAPH 2; and

5.3   at the Vendor's cost provide such material information and documentation
      (no matter how it is recorded or stored) as the Vendor shall reasonably
      request in connection with any claim, or right of recovery, as referred to
      in PARAGRAPH 2.

6.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that a specific allowance, provision or reserve in respect
      of the matter or thing giving rise to such Relevant Claim has been made in
      the Accounts or the Management Accounts.

7.    No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the amount of such Relevant Claim is actually
      recovered by the Purchaser under any of its policies of insurance provided
      that the Purchaser is paid out in full under the relevant insurance
      policy.

8.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that such Relevant Claim would not have arisen (or the
      amount of the Relevant Claim would not have been increased) but for a
      change in legislation made after the date hereof or a change in the
      interpretation of the law after the date hereof (whether or not such
      change purports to be effective retrospectively in whole or in part) or if
      such Relevant Claim would not have arisen (or the amount of the Relevant
      Claim would not have been increased) but for any judgement delivered after
      the date hereof.

9.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that such Relevant Claim would not have arisen but for a
      voluntary omission or a voluntary act outside the ordinary course of
      business of the Purchaser occurring after Completion.

10.   The Purchaser shall not be entitled to bring any Relevant Claim in respect
      of any act or omission whatsoever carried out at the written request or
      with the written approval of the Purchaser prior to Completion or which is
      expressly authorised by this Agreement.

11.   No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that the Relevant Claim is based upon a liability which is
      contingent only or is otherwise not capable of being quantified unless and
      until such liability ceases to be contingent and becomes an actual
      liability or becomes capable of being quantified, as

                                       87



      the case may be provided that such Relevant Claim shall have been notified
      to the Vendor in accordance with CLAUSE 6.

12.   The Purchaser shall not be entitled to recover damages or otherwise obtain
      payment, reimbursement, restitution or indemnity from the Vendor more than
      once for the same loss or damage.

13.   No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the breach giving rise to such Relevant Claim is
      capable of remedy (without cost or loss to the Purchaser) except to the
      extent that the relevant breach remains unremedied (without such cost)
      after the expiry of 30 days following receipt by the Vendor of notice from
      the Purchaser giving reasonable particulars of the relevant breach and
      requiring it to be so remedied and after such remedy by the Vendor the
      Purchaser or the Company have not suffered a loss.

14.   No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the liability or other matter giving rise to
      such Relevant Claim is primarily attributable to any act, event, omission
      or default which occurred prior to 28 February 1992 unless such act,
      event, omission or default was known or ought reasonably to have been
      known to the Vendor at the date hereof.

15.   Subject to the provisions of CLAUSE 12.2 and 12.3, the liability of the
      Vendor in relation to a Relevant Claim shall cease and any subsisting
      Relevant Claim shall be withdrawn upon the Company ceasing for any reason
      to be an Associated Entity (as defined in CLAUSE 12) of the Purchaser.

16.   In assessing any damages or other amounts recoverable pursuant to a
      Relevant Claim there shall be taken into account the value of any direct
      benefit accruing to the Purchaser in consequence of the matter or
      circumstances giving rise to the Relevant Claim pursuant to which the
      damages or such other amounts become recoverable, including, without
      prejudice to the generality of the foregoing, any amount of any tax relief
      actually obtained by the Purchaser and any amount by which any Tax for
      which the Purchaser is assessed or made accountable is actually reduced or
      extinguished as a direct consequence of such matter or circumstances.

17.   Following a Relevant Claim (other than a Relevant Claim under the Taxation
      Warranties in which case PARAGRAPH 7 of SCHEDULE 4 shall apply) being made
      against the Vendor the Purchaser shall make available to accountants and
      other professional advisers appointed by the Vendor copies of any material
      relevant documentation (but, for the avoidance of doubt, excluding any
      privileged documentation) as the Vendor may reasonably request (at the
      Vendor's cost)

                                       88



      specifically in connection with such Relevant Claim PROVIDED THAT nothing
      in this paragraph shall prevent or limit the Purchaser from commencing
      legal proceedings against the Vendor in such manner and at such time as it
      deems appropriate.

18.   The Purchaser acknowledges and agrees that, save for the Warranties and
      the documents referred to at PARAGRAPH 4 of SCHEDULE 3, it has not relied
      in relation to the purchase of the Shares on, or been induced to enter
      into this agreement by, any information (written or oral), statements or
      warranties or representations of any description made, supplied or given
      by or on behalf of the Vendor or the officers, agents, employees or
      advisers of the Vendor in relation to the assets and liabilities of the
      Company, their value or amount, or the businesses or affairs of the
      Company or otherwise.

19.   Without prejudice and subject to the provisions of PARAGRAPH 15, the
      Purchaser irrevocably and unconditionally waives any right it might have
      to claim damages for breach of any warranty not contained in this
      Agreement.

20.   The Purchaser further acknowledges and agrees that subject to the
      provisions of CLAUSE 5.3 the only remedy available to it in respect of a
      breach of any provision of this Agreement shall be for damages for breach
      of contract and that the Purchaser shall have no claim or remedy in tort
      in respect of such breach. The parties shall have no right to rescind this
      Agreement.

21.   Nothing in this Agreement shall affect the application of the common law
      rules on mitigation in respect of any Relevant Claim. For the avoidance of
      doubt, such common law rules on mitigation shall apply notwithstanding the
      provisions of clause 5.3.

22.   The Purchaser hereby waives and relinquishes any right of set-off or
      counterclaim, deduction or retention which the Purchaser might otherwise
      have in respect of any Relevant Claim or out of any payments which the
      Purchaser may be obliged to make (or procure to be made) to the Vendor
      pursuant to this Agreement.

23.   Save in respect of the matters set out at PARAGRAPH 4 of SCHEDULE 3, the
      Purchaser acknowledges and agrees that the only Warranties given in
      relation to:

23.1  Intellectual Property Rights, Software, Computer Systems and information
      technology are those set out in PARAGRAPHS 15 and 16 of SCHEDULE 3;

23.2  Property are those set out in PARAGRAPHS 17, 18, 19, 20, 21, 22, 23 and 24
      of SCHEDULE 3;

                                       89



23.3  Environment and EHS Matters are those set out in PARAGRAPH 26, 27, 28, 29,
      30 and 31 of SCHEDULE 3;

23.4  the employment of any past or present employee of the Company are those
      set out in PARAGRAPH 32 of SCHEDULE 3;

23.5  Pensions issues are those set out in PARAGRAPH 33 of SCHEDULE 3;

23.6  Contracts other than matters relating to consumer credit legislation
      compliance are those set out in PARAGRAPH 34, 35, 36, 41, 43 and 45 of
      SCHEDULE 3.

                                       90



                                   SCHEDULE 8

                           ADJUSTMENT OF CONSIDERATION

1.    COMPLETION ACCOUNTS

1.1   The Vendor and the Purchaser will procure that after Completion,
      Completion Accounts for the Company will be prepared and reported on in
      accordance with the provisions of this SCHEDULE 8.

1.2   The Completion Accounts will consist of a statement showing the Cash and
      the Indebtedness of the Company as at the close of business on the date of
      Completion.

1.3   The Completion Accounts will be prepared (subject as otherwise provided),
      in the order of priority shown in this paragraph 1.3:

      1.3.1 in accordance with the definitions of "Cash" and "Indebtedness"
            contained in CLAUSE 1 of this Agreement;

      1.3.2 adopting the accounting policies and estimation techniques applied
            for the purposes of the Accounts; and

      1.3.3 in accordance with the historical cost convention and with
            accounting principles generally accepted in the United Kingdom
            (including Accounting Standards) in each case as at the Accounting
            Date.

2.    PROCEDURE

2.1   Forthwith after Completion the Vendor will provide to the Purchaser and,
      where requested, the Purchaser's Accountants, upon request, with access
      during normal working hours on any Business Day to those documents,
      records and information within its possession or control which the
      Purchaser or the Purchaser's Accountants may reasonably require for the
      purpose of preparing the draft Completion Accounts.

2.2   Within 7 Business Days after the date of Completion the Purchaser will
      prepare and deliver to the Vendor a final draft of the Completion
      Accounts. For the avoidance of doubt once the draft Completion Accounts
      have been delivered by the Purchaser it may not vary or amend the same.

2.3   The Vendor will review the draft Completion Accounts as delivered by the
      Purchaser under this Schedule, such review to be completed within 7
      Business Days of such delivery. The Vendor will notify the Purchaser by
      one written notice within such period whether or not it accepts them as
      complying with PARAGRAPH 1 of this Schedule. The Purchaser will ensure
      that the Vendor and, where requested, the Vendor's Accountants, upon
      request, are given access during normal working hours

                                       91



      on any Business Day to all documents, records and information they may
      reasonably require to enable the Vendor to make its decision. If the
      Vendor does not so notify the Purchaser within 7 Business Days of delivery
      of the draft Completion Accounts then the Vendor will be deemed to have
      accepted the draft Completion Accounts as complying with PARAGRAPH 1.

2.4   If the Vendor notifies the Purchaser of any objection pursuant to
      PARAGRAPH 2.3 then:

      2.4.1 the Vendor will or will procure that the Vendor's Accountants set
            out in reasonable detail their reasons for such non-acceptance and
            specify the adjustments that in their opinion should be made to the
            draft Completion Accounts in order to comply with PARAGRAPH 1 and
            provide supporting evidence for each such adjustment;

      2.4.2 the Vendor and the Purchaser will use all reasonable endeavours to
            procure that the Vendor's Accountants and Purchaser's Accountants
            provide the Purchaser and the Purchaser's Accountants or the Vendor
            and the Vendor's Accountants (as the case may be), upon request,
            with access during normal working hours on any Business Day to all
            such documents and working papers relating to their preparation of
            the Completion Accounts or reasons for non-acceptance (as the case
            may be) and proposed adjustments to the Completion Accounts referred
            to in PARAGRAPH 2.4.1; and

      2.4.3 the Vendor and the Purchaser will and where relevant, will procure
            that the Vendor's Accountants and the Purchaser's Accountants
            respectively use all reasonable endeavours to reach agreement upon
            the adjustments needed to meet the objections of the Vendor or
            Vendor's Accountants (as the case may be).

2.5   If the Vendor or the Vendor's Accountants and the Purchaser or Purchaser's
      Accountants do not reach agreement within 14 days after service of the
      Vendor's or Vendor's Accountants' notice of non-acceptance under PARAGRAPH
      2.3 then the matter(s) in dispute will be referred to the decision of a
      single independent chartered accountant or an independent firm of
      chartered accountants (in either case, the "Independent Accountant") to be
      agreed upon between them or (in default of such agreement) to be selected
      (at the instance of either of them) by the President for the time being of
      the Institute of Chartered Accountants in England and Wales. The
      Independent Accountant (whose costs will be paid as the Independent
      Accountant will direct) will act as expert (and not as arbitrator) and the
      decision of the Independent Accountant shall (in the absence of manifest
      error) be final and binding on the parties. It is the parties' intention
      that the Independent Accountant will

                                       92



      perform his task within 20 Business Days if practicable and they shall
      encourage him to do so.

2.6   The Vendor and the Purchaser will use all reasonable endeavours to provide
      all such working papers, documents and other information as is requested
      by the Independent Accountant and will procure that the Independent
      Accountant is requested to state, when giving his decision on the
      matter(s) referred to him, what adjustments (if any) need to be made to
      the draft Completion Accounts in order that it will comply with PARAGRAPH
      1.

2.7   If the Vendor and the Purchaser reach agreement on (or pursuant to
      PARAGRAPH 2.3 the Vendors are deemed to have accepted) the Completion
      Accounts, or if the Completion Accounts are finally determined at any
      stage in the procedure set out in this PARAGRAPH 2, the Completion
      Accounts as so agreed or determined will be the Completion Accounts for
      the purposes of this Agreement and shall be final and binding on the
      Purchaser and the Vendor and the amount of the Cash and Indebtedness shall
      be such amount as reflected in the Completion Accounts.

2.8   Each of the Vendor and the Purchaser will pay its own costs and expenses
      in connection with the preparation and agreement of the Completion
      Accounts including, where applicable, any costs associated with
      presentation of its case to the Independent Accountant (it being
      acknowledged that the costs of the Independent Accountant will be dealt
      with in accordance with PARAGRAPH 2.5 above).

3.    ADJUSTMENT OF CONSIDERATION

3.1   When the Completion Accounts have become final and binding pursuant to
      PARAGRAPH 2 the Consideration shall be calculated as follows:

      Consideration = (pound)49,000,000 + A - B

      where A is Cash at Completion; and B is Indebtedness at Completion.

3.2   The amount of any increase or reduction in the Provisional Consideration
      by reference to the final Consideration figure referred to in PARAGRAPH
      3.1 will be paid by the Purchaser (in the case of an increase to the
      Provisional Consideration) or the Vendor (in the case of a reduction to
      the Provisional Consideration), as the case may be, to the other, within
      10 Business Days after the Completion Accounts have become final and
      binding and any amount not paid when due shall carry interest in
      accordance with CLAUSE 10 of this Agreement.

4.    Provided PARAGRAPH 3 has been complied with in full the Purchaser will
      have no claim against the Vendor under this Agreement in respect of any
      liability or deficiency to the extent that such liability or deficiency is
      taken into account in the

                                       93



      Completion Accounts but otherwise preparation and acceptance of the
      Completion Accounts by the Purchaser will be without prejudice to any
      claim which the Purchaser may have against the Vendor in respect of any
      breach of the Warranties or under PART 2 of SCHEDULE 4.

5.    All sums payable under this Schedule will be paid by electronic transfer
      to the relevant party's bank account, which details shall be provided by
      the relevant party to the other within 3 Business Days of the Completion
      Accounts becoming final and binding.

                                       94



SIGNED by Thomas A. Bessant, Jr.        )
duly authorised for and on behalf of    )
CASH AMERICA INTERNATIONAL, INC         )
in the presence of:                     )

Witness signature: /s/ Hugh Simpson
Name:       Hugh Simpson
Address:    1600 W. 7th Street
            Fort Worth, TX 76102
Occupation: General Counsel

SIGNED by  Paul Cartwright              )
duly authorised for and on behalf of    )
H&T FINANCE LIMITED in the presence of: )

Witness signature: /s/ John Sewell
Name:       John Sewell
Address:    Infirmary St, Leeds
Occupation: Solicitor

                                       95


                             DATED 8 SEPTEMBER 2004

      (1)   CASH AMERICA INTERNATIONAL, INC

      (2)   GULDSKALEN D 409 AB, UNDER CHANGE OF NAME TO SVENSK PANTBELANING
            HOLDINGS AB

                                    AGREEMENT

                            For the sale and purchase

           of the entire issued share capital of CAII Pantbelaning AB

                              and its subsidiaries

                                  Eversheds LLP

                                Cloth Hall Court



                                    CONTENTS


CLAUSE                                                                                                 PAGE
                                                                                                    
1.    INTERPRETATION .................................................................................   1
2.    SALE AND PURCHASE ..............................................................................   6
3.    COMPLETION .....................................................................................   7
4.    GUARANTEES .....................................................................................   8
5.    WARRANTIES .....................................................................................   8
6.    LIMITATION ON CLAIMS ...........................................................................   9
7.    RESTRICTIVE COVENANTS ..........................................................................  11
8.    SPECIFIC INDEMNITIES ...........................................................................  13
9.    ANNOUNCEMENTS ..................................................................................  15
10.   COSTS ........................................................................................... 16
11.   INTEREST ........................................................................................ 16
12.   NOTICES ........................................................................................  16
13.   ASSIGNMENT ...................................................................................... 17
14.   GENERAL ......................................................................................... 18
15.   SERVICE OF PROCESS .............................................................................. 19
16.   GOVERNING LAW AND JURISDICTION .................................................................. 20
17.   COUNTERPARTS .................................................................................... 20


SCHEDULES:

SCHEDULE 1                The Vendor

SCHEDULE 1.1(a)           Data Room Index

SCHEDULE 2                Details of the Group

SCHEDULE 2.2(b)           A Note

SCHEDULE 2.2(c)           B Note

SCHEDULE 3                Non-Taxation Warranties

SCHEDULE 4                Taxation

SCHEDULE 4.2              Parent Guarantee

SCHEDULE 5                Completion Arrangements

SCHEDULE 6                Leases

SCHEDULE 7                Limitations on Warranties

SCHEDULE 8                Adjustment of Cash Consideration



THIS AGREEMENT is made on 8 September 2004

BETWEEN:

(1)   Cash America International, Inc of 1600 West 7th Street, Ft. Worth, Texas
      76102, USA ("the Vendor"); and

(2)   Guldskalen D 409 AB (registered number 556663-7871) (under proposed change
      of name to Svensk Pantbelaning Holdings AB, whose registered office is at
      c/o Mannheimer Swartling Advokatbyra AB, Box 1711, SE-111 87 Stockholm,
      Sweden ("the Purchaser").

OPERATIVE CLAUSES

1     INTERPRETATION

      In this Agreement:

1.1   the following expressions have the following meanings unless inconsistent
      with the context:

      "A NOTE"                       the note to be issued by the Purchaser to
                                     the Vendor on Completion pursuant to CLAUSE
                                     2.2(b) in the form attached as SCHEDULE
                                     2.2(b) to this Agreement

      "ACCOUNTING DATE"              31 December 2003

      "ACCOUNTS"                     the audited accounts of each Group Member,
                                     including in the case of the Company its
                                     audited consolidated accounts, for the
                                     financial year which ended on the
                                     Accounting Date, comprising in each case a
                                     balance sheet, a profit and loss account,
                                     notes, directors' and auditors' reports
                                     (Sw. forvaltnings- och
                                     revisionsberattelser)

      "ACT"                          the Swedish Pawnbroking Act (Sw.
                                     Pantbankslag (1995:1000))

      "ASSOCIATED COMPANY"           any company, not being a Group Member,
                                     which at the relevant time is:



                                     (a) a parent company of the Vendor; or

                                     (b) a subsidiary; or

                                     (c) a subsidiary of any such parent company
                                         (other than the Vendor itself);

                                     the expressions "parent company" (Sw.
                                     moderforetag) and "subsidiary" (Sw.
                                     dotterforetag) having the meanings given to
                                     them by CA 1975

      "B NOTE"                       the convertible debenture to be issued by
                                     the Purchaser to the Vendor in connection
                                     with Completion pursuant to CLAUSE 2.2(c)
                                     and in the form and subject to the terms
                                     and conditions attached as SCHEDULE 2.2(c)
                                     to this Agreement.

      "BUSINESS DAY"                 any day (other than a Saturday or Sunday)
                                     on which banks are open in London and
                                     Stockholm for normal banking business

      "CA 1975"                      the Swedish Companies Act (1975:1385)

      "CASH"                         cash in hand and at bank (including accrued
                                     interest on any such cash) (on current or
                                     deposit account) of the Group as recorded
                                     in the nominal ledgers of the Group Members
                                     at Completion including uncleared cheques
                                     received at Completion including any
                                     amounts representing shop floats in excess
                                     of the sum of SEK 175,500 (such amount
                                     representing an allocation of SEK 13,500
                                     per store for 13 stores)

      "CASH CONSIDERATION"           the cash consideration for the sale of the
                                     Shares as stated in CLAUSE 2.2 (a)

      "COMPANY"                      CAII Pantbelaning AB (details of which are
                                     set out in SCHEDULE 2)

      "COMPLETION"                   Completion of the sale and purchase in




                                     accordance with CLAUSE 3

      "COMPLETION ACCOUNTS"          the accounts prepared in accordance with
                                     PARAGRAPH 1 of SCHEDULE 8

      "CONSIDERATION"                the consideration for the sale of the
                                     Shares as stated in PARAGRAPH 2.2

      "CONTRACT"                     any agreement or commitment whether
                                     conditional or unconditional and whether by
                                     deed, under hand, oral or otherwise, and
                                     any arrangement or understanding

      "COUNTY ADMINISTRATIVE         The county administrative board(s) (Sw.
      BORD(s)"                       lansstyrelsen) in Sweden

      "DATA ROOM"                    the collection of documents, materials and
                                     information held at the Stockholm offices
                                     of the Vendor's Solicitors and made
                                     available for inspection to the Purchaser
                                     and its advisers prior to Completion as set
                                     out in the index in the agreed terms,
                                     SCHEDULE 1.1 (a).

      "DISCLOSURE LETTER"            the letter having the same date as this
                                     Agreement from the Vendor to the Purchaser
                                     qualifying the Warranties

      "ENCUMBRANCE'"                 any mortgage, charge, pledge, lien,
                                     assignment, option, restriction, claim,
                                     right of pre-emption, right of first
                                     refusal, third party right or interest,
                                     other encumbrance or security interest of
                                     any kind, or other preferential arrangement
                                     having similar effect

      "GROUP"                        the Company and each of its subsidiaries
                                     (Sw. dotterforetag) (as defined in CA 1975)

      "GROUP MEMBER"                 any company which is a member of the Group
                                     at the date of this Agreement

      "INDEBTEDNESS"                 the aggregate amount of the indebtedness
                                     for borrowed money of the Group as at
                                     Completion



                                     including bank or other third party
                                     overdrafts and loan facilities and any
                                     indebtedness repayable to the Vendor and/or
                                     any Associated Company, together with
                                     accrued interest and any redemption costs
                                     associated with the repayment of any
                                     relevant facilities, debt factoring
                                     facilities, liabilities under bank
                                     guarantees, acceptance or documentary
                                     credits, debentures, loans, loan stocks,
                                     bonds notes and bills of exchange, hire
                                     purchase agreements and obligations under
                                     finance leases, and discounted debts and
                                     including amounts owed in respect of
                                     Taxation (as defined in SCHEDULE 4 but
                                     without prejudice to the terms of SCHEDULE
                                     4) but not including amounts owed to trade
                                     creditors (which may include sums owed to
                                     the Vendor or any Associated Companies in
                                     the ordinary course of business up to a
                                     maximum amount of SEK 268,000) of the Group
                                     Members in the ordinary course of business

      "INDEMNITY CLAIM"              any claim under the specific indemnities in
                                     CLAUSE 8.

      "LEASE"                        the relevant leases or underleases or
                                     licences for the Leased Real Property,
                                     brief particulars of which are set out in
                                     SCHEDULE 6

      "LEASED PREMISES"              all real property or other premises leased
                                     by each Group Member, including any
                                     installations and improvements thereon

      "NOTES"                        the A Note and the B Note collectively

      "PENSION SCHEMES"              (a) the Swedish national basic pension; (b)
                                     the Swedish ITP pension scheme according
                                     to the collective bargaining agreement
                                     applicable to the Group; (c) the
                                     alternative ITP pension scheme provided to
                                     Henrik Fromm and Myrna Gislehed, (d) the
                                     pension insurance with SEB Trygg Liv



                                     provided to Olle Fjordgren, and (e) the
                                     Swedish occupational group life insurance
                                     TGL.

      "PROVISIONAL CASH              the cash consideration for the Shares of
      CONSIDERATION"                 SEK 191,496,902 as stated in CLAUSE 2(a)
                                     before the adjustments made in accordance
                                     with, the terms of SCHEDULE 7

      "PURCHASER'S ACCOUNTANTS"      Deloitte, Rehnsgatan 11, 113 79 Stockholm,
                                     Sweden (or such other firm as the Purchaser
                                     may notify the Vendor)

      "PURCHASER'S SOLICITORS"       Eversheds LLP of Cloth Hall Court,
                                     Infirmary Street, Leeds LS1 2JB

      "RELEVANT CLAIM"               any claim for breach of any of the
                                     Warranties

      "SEK"                          Swedish kroner, the lawful currency of
                                     Sweden

      "SENIOR MANAGEMENT"            each board member of each Group Member, Mr.
                                     Olle Fjordgren, Mr. Henrik Fromm, Ms. Myrna
                                     Gislahed, Hugh Simpson (Secretary) and
                                     Thomas A Bessant, Jr

      "SERVICE DOCUMENT"             a writ, summons, order, judgement, claim
                                     form, application or other process or any
                                     document relating to or in connection with
                                     any proceedings

      "SHARES"                       all the issued, shares in the capital of
                                     the Company

      "STOCK"                        merchandise of each Group Member held for
                                     disposition and for sale as scrap

      "TAXATION WARRANTIES"          the warranties set out in PART 3 of
                                     SCHEDULE 4

      "TAX SCHEDULE"                 means the schedule attached as SCHEDULE 4
                                     in relation to tax matters

      "VENDOR'S ACCOUNTANTS"         PricewaterhouseCoopers, Torsgatan 21, 113
                                     97, Stockholm, Sweden (or such other firm
                                     as the Vendor may notify the Purchaser)



      "VENDOR'S SOLICITORS"          Baker & McKenzie of 100 New Bridge Street,
                                     London EC4V 6.JA

      "WARRANTIES"                   the warranties set out or referred to in
                                     CLAUSE 5, SCHEDULE 3 and PART 3 of SCHEDULE
                                     4;

1.2   references to any statute or statutory provision include, unless the
      context otherwise requires, a reference to the statute or statutory
      provision as modified or re-enacted and in force from time to time prior
      to Completion and any subordinate legislation made under the relevant
      statute or statutory provision in force prior to Completion;

1.3   references to persons will include bodies corporate, unincorporated
      associations and partnerships;

1.4   references to a document being "in the agreed terms" are to that document
      in the form agreed and for the purposes of identification initialled by or
      on behalf of the Vendor and the Purchaser;

1.5   references to the singular include the plural and vice versa;

1.6   references to clauses and Schedules are to clauses of and Schedules to
      this Agreement, and references to paragraphs are to paragraphs in the
      Schedule in which such references appear;

1.7   the Schedules form part of this Agreement and will have the same force and
      effect as if expressly set out in the body of this Agreement;

1.8   the headings in this Agreement will not affect its interpretation; and

1.9   any phrase introduced by the term "include", "including", "in particular"
      or any similar expression will be construed as illustrative and will not
      limit the sense of the words preceding that term.

2.    SALE AND PURCHASE

2.1   The Vendor will sell with full title guarantee, and the Purchaser will
      buy, the Shares as set forth in SCHEDULE 1. The Shares will be sold free
      of any Encumbrance and with all rights attached or accruing to them at or
      after the date of this Agreement. The Vendor, and shall procure that all
      Associated Companies, irrevocably and unconditionally waives any right it
      might have to repayment under any and all conditional shareholders'
      contributions made to any Group Member (whereby any and all conditional
      shareholders' contributions made to Group Members by the



      Vendor or any Associated Company shall be regarded as unconditional
      shareholders' contributions (Sw. ovillkorade aktieagartillskott)).

2.2   In consideration for the sale of the Shares the Purchaser shall pay to the
      Vendor the sum of SEK 285,296,902 (the "Consideration") to be paid by the
      Purchaser as follows:

            (a)   SEK 191,496,902 in cash, which amount has reduced by SEK
                  502,727.80 (corresponding to the amount of underfunded pension
                  for Olle Fjordgren) and SEK 469,000 (corresponding to the
                  Vendor's agreed part of the transaction costs in connection
                  with this Agreement) for but subject to adjustment after
                  Completion as provided in SCHEDULE 8;

            (b)   SEK 80,400,000 (being the equivalent of(pound)6,000,000 on
                  Completion) by issuing the A Note to the Vendor on Completion;

            (c)   SEK 13,400,000, by issuing the B Note with the same nominal
                  amount to the Vendor on Completion. In consideration for the B
                  Note the Vendor shall pay to the Purchaser the sum of SEK
                  13,400,000 (Sw. vederlag) by way of set-off against the
                  Vendor's corresponding claim on the Purchaser under this
                  CLAUSE 2.2(c) amounting to SEK 13,400,000.

3.    COMPLETION

3.1   Completion will take place at the offices of the Purchaser's Solicitors
      immediately after the signing of this Agreement.

3.2   At Completion, the Vendor and the Purchaser will comply with the
      provisions of SCHEDULE 5.

3.3   The Vendor's Solicitors are authorised to receive the part of the
      Consideration which comprises cash on behalf of the Vendor and payment to
      them will be a good and sufficient discharge to the Purchaser for such
      part of the Consideration and the Purchaser will not be further concerned
      as to the application of the moneys so paid.

3.4   The Purchaser will not be obliged to complete the purchase of any of the
      Shares unless the purchase of all the Shares is completed simultaneously
      and the Vendor will not be obliged to complete the sale of any of the
      Shares unless the sale of all the Shares is completed simultaneously.



4.    GUARANTEES

4.1   The Vendor will procure that on Completion each Group Member is released
      from any guarantee, indemnity, counter-indemnity, letter of comfort or
      other obligation given by each Group Member to any third party in respect
      of a liability of any person other than the Group Member.

4.2   The Purchaser will procure that on Completion the Vendor or any Associated
      Company is released from any guarantee, indemnity, counter-indemnity,
      letter of comfort or other obligation given by the Vendor or any
      Associated Company to any third party relating to bank or other third
      party overdrafts and loan facilities in respect of a liability of a Group
      Member and of which full particulars are contained in SCHEDULE 4.2,
      Pending such release, the Purchaser undertakes to indemnify the Vendor and
      any Associated Company against all amounts paid by the Vendor or any
      Associated Company to any third party pursuant to any such obligation
      (and all costs incurred in connection with such obligation) arising after
      the date of this Agreement save that this indemnity shall not extend to
      any matter giving rise to a Relevant Claim or a Claim under PART 2 of
      SCHEDULE 4 or any other indemnity set out in this Agreement.

5.    WARRANTIES

5.1   The Vendor warrants to the Purchaser in the terms of the Warranties.

5.2   Subject to CLAUSE 6.5, the Warranties are qualified by all facts and
      matters fairly disclosed (as defined in CLAUSE 5.7 below) in the
      Disclosure Letter.

5.3   The Vendor undertakes that following a breach of the Warranties the Vendor
      will, subject to the limitations in CLAUSE 6 and SCHEDULE 7 compensate the
      Purchaser or the Company (or as the Purchaser directs) and pay a sum equal
      to the aggregate of:

      5.3.1 the amount by which the value of any asset of the Group Member
            (including any asset warranted to exist which does not exist) is or
            becomes less than the value it would have had if the breach of
            Warranty had not occurred; and

      5.3.2 the amount of any other loss or liability which the Purchaser or
            Group Member would not have been subject to or which would not have
            incurred had the breach of Warranty not occurred.

      The Purchaser hereby acknowledges that the remedy set out in herein this
      CLAUSE 5.3 shall be the Purchaser's exclusive remedy in respect of any
      Relevant Claim and



      the Purchaser shall not be entitled to make any claim for damages in
      respect of any such breach on any other basis.

5.4   The Vendor waives and may not enforce any right which the Vendor may have
      against any Group Member, or any director or employee of any Group Member,
      on which or on whom the Vendor may have relied in agreeing to any term of
      this Agreement or any statement in the Disclosure Letter save that the
      Vendor does not waive and may enforce any such claim in respect of
      directors or employees of any Group Member in the case of fraud or wilful
      default on the part of any director or employee of any Group Member.

5.5   Each Warranty is to be construed independently and is not limited or
      restricted by any other Warranty or any other term of this Agreement.

5.6   Unless otherwise specified, where any Warranty refers to the knowledge,
      information, belief or awareness of the Vendor (or similar expression),
      the Vendor will be deemed to have such knowledge, information, belief or
      awareness as the Vendor would have obtained had the Vendor made all
      reasonable enquiries into the subject matter of that Warranty of the
      Senior Management.

5.7   Unless otherwise specified, where a reference is made to facts or matters
      fairly disclosed (or similar expression) in the context of the Warranties
      fairly disclosed means disclosed in such a manner and in such detail as to
      enable the Purchaser reasonably to assess the impact of the facts or
      matters on the Group.

5.8   The Purchaser hereby confirms to the Vendor that it is not, at the date
      hereof, currently intending to make a Relevant Claim against the Vendor
      following Completion.

6.    LIMITATION ON CLAIMS

6.1   The Vendor will not be liable for any Relevant Claim unless:

      6.1.1 the amount of the liability in respect of that Relevant Claim or the
            aggregate amount of the liability in respect of a number of Relevant
            Claims relating to the same matter exceeds SEK 65,000 AND the amount
            of the liability in respect of that Relevant Claim or Relevant
            Claims when aggregated with the amount of the liability in respect
            of all other Relevant Claims exceeds SEK 6,500,000 (in which event
            the Vendor will be liable for the whole amount of such Relevant
            Claims and not merely the excess); and



      6.1.2 the Vendor receives from the Purchaser written notice of the
            Relevant Claim (stating in reasonable detail the nature of the
            Relevant Claim and including so far as reasonably practicable an
            estimate of the maximum amount of the Relevant Claim):

            6.1.2.1 no later than 30 April 2006, in the case of a Relevant Claim
                    for breach of any of the Warranties contained in SCHEDULE 3;
                    and

            6.1.2.2 within seven years after Completion, in the case of a
                    Relevant Claim for breach of any of the Warranties contained
                    in SCHEDULE 4.

            PROVIDED THAT unless the parties are conducting bona fide
            negotiations in respect of such Relevant Claim the liability of the
            Vendor against which any Relevant Claim specified in such notice
            shall have been made shall absolutely determine and cease (if such
            Relevant Claim has not been previously satisfied, settled or
            withdrawn) if legal proceedings in respect of the claim shall not
            have been commenced against the Vendor by being both properly issued
            and validly served on the Vendor within twelve months of the giving
            of such notice.

6.2   The aggregate amount of the liability of the Vendor for all Relevant
      Claims, Indemnity Claims and any claims made pursuant to the Tax Schedule
      will not exceed an amount equal to the Consideration.

6.3   CLAUSES 6.1 and 6.2 and SCHEDULE 7 will not apply in respect of a Relevant
      Claim concerning PARAGRAPHS 1 (Capital) and 2 (Vendor Capacity) of
      SCHEDULE 3.

6.4   Notwithstanding any other provision of this Agreement, CLAUSES 6.1 and 6.2
      and SCHEDULE 7 will not apply to exclude or limit the liability of the
      Vendor to the extent that any Relevant Claim arises by reason of any fraud
      by or on behalf of the Vendor.

6.5   The Vendor shall have no liability in respect of the Warranties to the
      extent that the facts and matters giving rise to the Relevant Claim have
      been fairly disclosed (as defined in CLAUSE 5.7) in the Disclosure Letter
      or this Agreement or the Data Room provided that the Data Room and the
      general disclosures contained within the Disclosure Letter shall not
      qualify or be disclosed against the Warranties at PARAGRAPH 4 of SCHEDULE
      3.



6.6   The provisions of SCHEDULE 7 shall operate to limit the liability of the
      Vendor under this Agreement.

7.    RESTRICTIVE COVENANTS

7.1   In this CLAUSE 7:

      "CONFIDENTIAL INFORMATION"     means all information not publicly known,
                                     used in or otherwise relating to the
                                     Group's business, customers, or financial
                                     or other affairs, including information
                                     relating to:

                                     (a) trade secrets, know-how, ideas,
                                         computer systems and computer software;

                                     (b) future projects, business development
                                         or planning, commercial relationships
                                         and negotiations; and

                                     (c) the marketing of goods or services
                                         including customer names and lists,
                                         sales targets and statistics

      "RELEVANT CUSTOMER"            means any person who at any time during the
                                     period of twelve months immediately
                                     preceding Completion was

                                     (d) negotiating with the Group for the
                                         supply by the Group of goods or
                                         services; or

                                     (e) a client or customer of the Group; or

                                     (f) in the habit of dealing with the Group

      "RELEVANT PRODUCTS OR          Means products or services which are
      SERVICES"                      competitive with or of the type supplied by
                                     the Group at any time during the period of
                                     twelve months immediately preceding
                                     Completion.

7.2   The Vendor undertakes to the Purchaser and the Group that the Vendor will
      not, and will procure that no Associated Company will, (whether alone or
      in conjunction



with, or on behalf of, another person and whether directly or indirectly),
without the prior written consent of the Purchaser;

7.2.1 for a period of two years immediately following Completion, canvass,
      solicit or approach, or cause to be canvassed, solicited or approached,
      any Relevant Customer for the sale or supply of Relevant Products or
      Services;

7.2.2 for a period of two years immediately following Completion, deal or
      contract with any Relevant Customer in relation to the sale or supply of
      Relevant Products or Services;

7.2.3 for a period of two years immediately following Completion, interfere, or
      seek to interfere, with the continuance of supplies to the Group Members
      from any supplier who has been supplying goods or services to a Group
      Member at any time during the twelve months immediately preceding
      Completion if such interference causes or would cause that supplier to
      cease supplying, or materially reduce its supply of, those goods or
      services;

7.2.4 within Sweden, for a period of two years immediately following Completion,
      solicit or entice away, or endeavour to solicit or entice away, from a
      Group Member, any person employed in a managerial, supervisory, technical
      or sales capacity by, or who is or was a consultant (other than, for the
      avoidance of doubt, Dave Hurrell in respect of whom the provisions of this
      Clause shall not apply) to, a Group Member at Completion or at any time
      during the period of twelve months immediately preceding Completion where
      the person in question either has Confidential Information or would be in
      a position to exploit the Group Member's or the Group's trade connections
      and for the avoidance of doubt the Vendor confirms that it has no
      arrangements in place to employ any such persons or consultants outside
      Sweden at the date of Completion;

7.2.5 within Sweden for a period of two years immediately following Completion,
      be engaged, concerned, connected with or interested in (except as the
      owner for investment of securities in a company dealt in on a recognised
      stock exchange and which confer not more than one per cent of the votes
      which could be cast at a general meeting), any other business which
      supplies Relevant Products or Services; or

7.2.6 without prejudice to any rights relating to passing off or trade mark
      infringement (or similar rights in any territory), for a period of two
      years immediately following Completion use in connection with any business



            which is competitive with the business of the Group any name (in
            whatever form) which includes the names of a Group Member or any
            trading style or get up which is confusingly similar to that used by
            a Group Member as at Completion.

7.3   Except so far as required by law or, to the extent relevant, the
      regulations of any stock exchange or listing authority or any other
      governmental or regulatory organisation and in those circumstances only
      after prior consultation with the Purchaser, the Vendor undertakes to the
      Purchaser and each Group Member that the Vendor will not, and will procure
      that no Associated Company will, at any time after Completion:

      7.3.1 disclose any Confidential Information to any person except to those
            authorised by the Company to know;

      7.3.2 use any Confidential Information for their own purposes or for any
            purposes other than those of the Group; or

      7.3.3 cause or permit any unauthorised disclosure of any Confidential
            Information.

7.4   Each of the undertakings set out in this CLAUSE is separate and severable
      and enforceable accordingly, and if any one or more of such undertakings
      or part of an undertaking is held to be against the public interest or
      unlawful or in any way an unreasonable restraint of trade, the remaining
      undertakings or remaining part of the undertakings will continue in full
      force and effect and will bind the Vendor.

8.    SPECIFIC INDEMNITIES

8.1   Notwithstanding anything to the contrary stated in this Agreement or its
      Schedules, the Vendor shall be responsible in full for and shall, in
      accordance with this CLAUSE 8.1, indemnify and hold harmless the Purchaser
      from and against any and all losses incurred by the Purchaser or by a
      Group Member that result from or arise out of:

            (a)   The Shares not being beneficially owned by the Vendor free
                  from any Encumbrances and/or any lost share certificates
                  representing the Shares;

            (b)   The Restricted Stock Unit Program in relation to the Group
                  Members' employees;



            (c)   The alternative ITP pension scheme provided to Henrik Fromm
                  and Myrna Gislehed; and

            (d)   Svensk Pantbelaning Service AB not having complied with the
                  requirements of Chapter 2 Section 9a of CA 1975 with respect
                  to Svensk Pantbelaning Service AB's acquisition of all the
                  shares in Murtrum AB.

8.2   CLAUSE 8.4 shall apply in circumstances where the Vendor has paid to the
      Purchaser an amount in respect of an Indemnity Claim and subsequent to the
      making of such payment the Purchaser or the Group Member recovers from
      some other person a sum which is referable to that payment.

8.3   PARAGRAPH 8.6 shall apply in circumstances where the Vendor has paid to
      the Purchaser an amount in respect of a Indemnity Claim and Subsequent to
      the making of such payment the Purchaser or the Company becomes or shall
      become entitled to recover from some other person a sum which is referable
      to that payment.

8.4   In the circumstances referred to in CLAUSE 8.2 above the Purchaser shall
      reasonably promptly repay to the Vendor (less any reasonable costs and
      expenses incurred in recovering the same) an amount equal to the amount
      recovered or, if lower, the amount paid by the Vendor to the Purchaser.

8.5   CLAUSE 8.6 shall apply in circumstances where:

      8.5.1 any claim is made by a third party against the Purchaser or a Group
            Member which is reasonably likely to give rise to an Indemnity Claim
            by the Purchaser against the Vendor; or

      8.5.2 the Purchaser or a Group Member is or is reasonably likely to be
            entitled to make recovery from some other person of any sum in
            respect of any facts or circumstances by reference to which the
            Purchaser has or is reasonably likely to have an Indemnity Claim
            against the Vendor.

8.6   The Purchaser shall:

      8.6.1 notify the Vendor of any claim made against the Purchaser as
            referred to in CLAUSE 8.3, or any right of recovery which is or is
            reasonably likely be available, as referred to in CLAUSE 8.5.1 AND
            8.5.2, as soon as reasonably practicable after the Purchaser becomes
            aware of the same PROVIDED THAT a failure on the part of the
            Purchaser to notify the Vendor in this manner shall not operate to
            prevent the Purchaser from bringing an



            Indemnity Claim in relation to any relevant facts or circumstances
            save to the extent that such a failure to notify increases the
            quantum of any such Indemnity Claim; and

      8.6.2 keep the Vendor informed of all material developments in relation to
            any claim, or right of recovery, as referred to in CLAUSE 8.3; and

      8.6.3 at the Vendor's cost provide such material information and
            documentation (no matter how it is recorded or stored) as the Vendor
            shall reasonably request in connection with any claim, or right of
            recovery, as referred to in CLAUSE 8.3.

8.7   No liability shall attach to the Vendor in respect of any Indemnity if and
      to the extent that the amount of such Relevant Claim is actually recovered
      by the Purchaser under any of its policies of insurance provided that the
      Purchaser is paid out in full under the relevant insurance policy.

8.8   The Purchaser shall not be entitled to recover damages or otherwise obtain
      payment, reimbursement, restitution or indemnity from the Vendor more than
      once for the same loss or damage.

8.9   The Purchaser shall take all reasonable steps to mitigate losses under
      this CLAUSE 8.

8.10  For the avoidance of any doubt SCHEDULE 7 and CLAUSE 6, subject to CLAUSE
      6.2, which shall apply to Indemnity Claims, shall not apply to Indemnity
      Claims.

9.    ANNOUNCEMENTS

9.1   No announcement or circular concerning the transactions contemplated by
      this Agreement or any matter ancillary to it and no disclosure of the
      terms of this Agreement will be made by the Vendor except with the prior
      written approval of the Purchaser or by the Purchaser except with the
      prior written approval of the Vendor.

9.2   CLAUSE 9.1 does not apply to any announcement, circular or disclosure
      required by law, or to the extent relevant, the regulations of any stock
      exchange or listing authority or any other governmental or regulatory
      organisation, provided, if practicable, that the party required to make it
      has first consulted and taken into account the reasonable requirements of
      the other party.



10.   COSTS

      Except where expressly stated otherwise, each party to this Agreement will
      bear such party's own costs and expenses relating to the negotiation,
      preparation and implementation of this Agreement. The Group will bear no
      part of such costs and expenses.

11.   INTEREST

      If either party hereto becomes liable to pay the other party or the Group
      any sum pursuant to this Agreement, whether a liquidated sum or by way of
      damages or otherwise, such party will be liable to pay interest on such
      sum from the due date for payment at the annual rate of 2 per cent above
      the base lending rate from time to time of Barclays Bank Plc, accruing on
      a daily basis until payment is made, whether before or after any judgment.

12.   NOTICES

12.1  Any notice or other communication given in connection with this Agreement
      will be in writing and will be delivered personally or sent by pre-paid
      first class post (or air mail if overseas) or by fax to the recipient's
      address set out in this Agreement or to any other address which the
      recipient has notified in writing to the sender received not less than
      seven Business Days before the notice was despatched.

12.2  A notice or other communication is deemed given;

      12.2.1 if delivered personally, upon delivery at the address provided for
             in this clause; or

      12.2.2 if sent by prepaid first class post, on the second Business Day
             after posting it; or

      12.2.3 if sent by air mail, on the sixth Business Day after posting it; or

      12.2.4 if sent by fax, on completion of its transmission

      provided that, if it is delivered personally or sent by fax on a day which
      is not a Business Day or after 4 p.m. on a Business Day, it will instead
      be deemed to have been given or made on the next Business Day.



13.   ASSIGNMENT

13.1  This Agreement may not be assigned to any person, save that the Purchaser
      may assign the benefit of, and any of its rights under, this Agreement to:

      13.1.1 any company or other entity (for the purposes of this CLAUSE 13 an
             "Associated Entity"), which at the relevant time is:

             13.1.1.1 a parent company of the Purchaser;

             13.1.1.2 a subsidiary of the Purchaser; or

             13.1.1.3 a subsidiary of any such parent company (other than the
                      Purchaser itself); or

             13.1.1.4 any of The Rutland Partnership (LP 9572), Rutland Fund A
                      (LP 9571), Rutland Park Avenue (LP 6900) or Rutland CCLP
                      (LP 6896) or any successor Rutland fund entities,

             the expressions "parent company" and "subsidiary" a having the
             meanings given to them by CA 1975;

      13.1.2 or in favour of any person by way of security for borrowings of the
             Purchaser and the same maybe enforced by any liquidator,
             administrator or receiver of the Purchaser or by any other person
             entitled to enforce such security; or

      13.1.3 any person whatsoever after 30 April 2006.

13.2  In the event that the Purchaser notifies the Vendor of a Relevant Claim in
      accordance with CLAUSE 6.1.2 prior to 30 April 2006 and at any time
      between the date hereof and the date on which such Relevant Claim, has
      been agreed or determined there is a Change of Control, no liability shall
      attach to the Vendor in respect of such Relevant Claim unless within 60
      days of the later of (a) the date on which the Purchaser notifies the
      Vendor of the Relevant Claim; or (b) the date on which the Change of
      Control occurs, the Purchaser assigns such Relevant Claim to an entity
      which is, and continues to be, until the dale on which the Relevant Claim
      is agreed or determined, an Associated Entity.

13.3  In the event that the Purchaser notifies the Vendor of a Relevant Claim in
      accordance with CLAUSE 6.1.2 prior to 30 April 2006, notwithstanding the
      provisions of CLAUSE 13.1.3, such Relevant Claim may not be assigned to
      any person, save to an entity



      which is, and continues to be, until the date on which such Relevant Claim
      is agreed or determined, an Associated Entity or in accordance with CLAUSE
      13.1.2.

      For the purposes of this CLAUSE 13, "Change of Control" shall mean, in
      respect of either the Purchaser or the Group (as the case may be), any
      acquisition of shares which would enable a third party to exercise more
      than 50% of the voting rights exercisable at general meeting of the
      relevant company.

13.4  The Vendor may not assign the benefit of, or any of its rights under, this
      Agreement.

13.5  This Agreement will be binding and enure for the benefit of successors in
      title and permitted assigns of each of the parties and references to the
      parties will be construed accordingly.

14.   GENERAL

14.1 Unless otherwise provided, any outstanding obligation contained in this
      Agreement will remain in force notwithstanding Completion.

14.2  Each party will do, or procure the doing of, all acts and things and
      execute, or procure the execution of, all documents as any other party
      reasonably considers necessary to give full effect to the terms of this
      Agreement.

14.3  Failure or delay by any party in exercising any right or remedy under this
      Agreement will not in any circumstances operate as a waiver of it, nor
      will any single or partial exercise of any right or remedy in any
      circumstances preclude any other or further exercise of it or the exercise
      of any other right or remedy.

14.4  Any waiver of any breach of, or any default under, any of the terms of
      this Agreement will not be deemed a waiver of any subsequent breach or
      default and will in no way affect the other terms of this Agreement.

14.5  It is specifically agreed that no remedy under the Swedish Sale of Goods
      Act (Sw. Koplagen 1990:931), as amended, shall be available to the
      Purchaser.

14.6  No variation of this Agreement will be valid unless it is in writing and
      signed by or on behalf of each party to this Agreement but no variation
      will require the consent of any Group Member.

14.7  Except as required by law, all payments by the Vendor pursuant to CLAUSE
      5.3 will be made free and clear of all deductions and withholdings whether
      in respect of Taxation (as defined in SCHEDULE 4) or otherwise. If any
      deduction or withholding



      is required by law to be made from any payment by the Vendor pursuant
      thereto which is not governed by the provisions of SCHEDULE 4 or if
      (ignoring any available relief or allowance) the Purchaser is subject to
      Taxation in respect of any such payment which is not governed by the
      provisions of SCHEDULE 4 then the Vendor will pay to the Purchaser such
      additional amount as is necessary to ensure that the net amount received
      and retained by them (after taking account of such deduction or
      withholding or Taxation) is equal to the amount which they would have
      received and retained had the payment in question not been subject to the
      deduction or withholding or Taxation. The provisions of this CLAUSE 14.7
      shall not apply, to the extent that the deduction or withholding of
      Taxation would not have arisen but for the assignment by the Purchaser of
      any of its rights under this Agreement.

15.   SERVICE OF PROCESS

15.1  The Vendor irrevocably agrees that any Service Document may be
      sufficiently and effectively served on it by service on its agent, the
      Vendor's Solicitors if no replacement agent has been appointed and
      notified to the Purchaser pursuant to CLAUSE 15.4, or on the replacement
      agent if one has been so appointed and notified to the Purchaser.

15.2  Any Service Document served pursuant to this CLAUSE shall be marked for
      the attention of:

      15.2.1 The Litigation Partner, Baker & McKenzie, 100 New Bridge Street,
             London EC4V 6JA or such other address within England as may be
             notified to the Purchaser by the Vendor; or

      15.2.2 such other person as is appointed as agent for service pursuant to
             CLAUSE 15.4 at the address notified pursuant to CLAUSE 15.4.

15.3  Any document addressed in accordance with CLAUSE 15.2 shall be deemed to
      have been duly served if:

      15.3.1 delivered personally, upon delivery; or

      15.3.2 sent by prepaid first class post, on the second Business Day after
             posting it.

15.4  If the agent referred to in CLAUSE 15.1 (or any replacement agent
      appointed pursuant to this CLAUSE 15.4) at any time ceases for any reason
      to act as such the Vendor shall appoint a replacement agent to accept
      service having an address for service in England and shall notify the
      Purchaser of the name and address of the replacement agent; failing such
      appointment and notification the Purchaser shall be entitled by



      notice to the Vendor to appoint such a replacement agent to act on the
      Vendor's behalf.

15.5  A copy of any Service Document served on an agent pursuant to this CLAUSE
      15 shall be sent by post to the Vendor at its address for the time being
      for the service or notices and other communications under CLAUSE 12, but
      no failure or delay in so doing shall prejudice the effectiveness of
      service of the Service Document in accordance with the provisions of
      CLAUSE 15.1.

16.   GOVERNING LAW AND JURISDICTION

16.1  This Agreement will be governed by and construed in accordance with
      Swedish law.

16.2  Subject to CLAUSE 16.3 and SCHEDULE 8, any dispute, controversy or claim
      arising out of or in connection with this Agreement, or the breach,
      termination or invalidity thereof, shall be settled by arbitration in
      accordance with the Rules of the Arbitration Institute of the Stockholm
      Chamber of Commerce. The arbitral tribunal shall be composed of three
      arbitrators. The place of arbitration shall be Stockholm. The language to
      be used in the arbitral proceedings shall be English.

16.3  The jurisdiction provisions contained in this CLAUSE are made for the
      benefit of the Purchaser only, which accordingly retains the right to
      bring proceedings in any other court of competent jurisdiction.

17    COUNTERPARTS

      This Agreement may be executed in any number of counterparts each of which
      when executed and delivered will be an original, but all the counterparts
      will together constitute one and the same agreement.



                                   SCHEDULE 1

                                   THE VENDOR

NAME AND ADDRESS OF REGISTERED AND
BENEFICIAL OWNER                          NUMBER AND CLASS OF SHARES TO BE SOLD

Cash America International, Inc           1,000 ordinary shares of SEK 100 each

of 1600 West 7th Street,
Ft. Worth, Texas
76102, USA

Facsimile Number: 817-570-1647

                                   SCHEDULE 2

                             DETAILS OF THE COMPANY

Name of Company                      :    CAII Pantbelaning Aktiebolag

Registered number                    :    556491-6061

Registered office                    :    Vendevagen 90, 9 tr.
                                          SE- 182 32 DANDERYD
                                          SWEDEN

Date of incorporation                :    11 August 1994

Share capital according to by-laws   :    SEK 100,000 to SEK 400,000

Issued share capital                 :    SEK 100,000 divided into
                                          1,000 shares of SEK 100 each

Directors' full names                :    Feehan, Daniel R
                                          Fjordgren, Olle Anton
                                          Fromm, Lars Henrik Gustaf
                                          Kauffman, James H (Chairman)

Financial Year                       :    01.01-31.12

Mortgages/charges over Shares or     :    N/A
Company's assets



                         DETAILS OF OTHER GROUP MEMBERS

Name of Group Member                 :    Svensk Pantbelaning Service Aktiebolag

Registered number                    :    556627-7165

Registered office                    :    Vendevagen 90, 9 tr.
                                          SE-182 32 DANDERYD
                                          SWEDEN

Date of incorporation                :    28 May 2002
:
Share capital according to by-laws   :    SEK 100,000 to SEK 400,000

Issued share capital                 :    SEK 100,000 divided into
                                          1,000 shares of SEK 100 each

Shareholder                          :    Name and address      Number and class
                                                                of shares held
                                          CAII Pantbelaning AB
                                          Vendevagen 90, 9 tr.  1,000
                                          182 32 DANDERYD
                                          SWEDEN

Directors' full names                :    Kauffman, James H(Chairman)
                                          Feehan, Daniel R
                                          Fjordgren, Olle Anton
                                          Fromm, Lars Henrik Gustaf

Financial Year                       :    01.01-31.12

Mortgages/charges over company       :    N/A
assets



Name of Group Member                 :    Murtrum Aktiebolag

Registered number                    :    556430-2957

Registered office                         Vendevagen 90, 9 tr.
                                          SE-182 32 DANDERYD
                                          SWEDEN

Date of incorporation                :    12 August 1991

Share capital according to by-laws   :    SEK 100,000 to SEK 200,000

Issued share capital                 :    SEK 100,000 divided into
                                          1,000 shares of SEK 100 each

Shareholder                          :    Name and address      Number and class
                                                                of shares held
                                          Svensk Pantbelaning
                                          Service AB            1,000
                                          Vendevagen 90, 9 TR
                                          182 32 DANDERYD
                                          SWEDEN

Directors' full names                     Kauffman, James H (Chairman)
                                          Feehan, Daniel R
                                          Fjordgren, Olle Anton
                                          Fromm, Lars Henrik Gustaf

Financial Year                            01.01-31.12

Mortgages/charges over company       :    N/A
assets



Name of Group Member                 :    Aktiebolaget Svensk Pantbelaning

Registered number                    :    556011-8043

Registered office                    :    Vendevagen 90, 9 tr.
                                          SE-182 32 DA NDERYD
                                          SWEDEN

Date of incorporation                :    1 December 1913

Share capital according to by-laws   :    SEK 2,000,000 to SEK 8,000,000

Issued share capital                      SEK 4,000,000 divided into
                                          4,000 shares of SEK 1,000 each

Shareholder                          :    Name and address      Number and class
                                                                of shares held
                                          Murtrum AB
                                          Vendevagen 90, 9 tr.  4,000
                                          182 32 DANDERYD
                                          SWEDEN

Directors' full names                :    Kauffman, James H (Chairman)
                                          Fjordgren, Olle Anton
                                          Feehan, Daniel R
                                          Bauer, Gunilla Margareta
                                          Hjelm, Erik Thomas
                                          Lundberg, Eva Annelie Helena
                                          Simpson, Hugh A

Financial Year                       :    01.01-31.12

Mortgages/charges   over  company    :    N/A
assets


                      NON-TAXATION WARRANTIES - SCHEDULE 3

1.    CAPITAL

1.1.  The information contained in SCHEDULES 1 and 2 is true, complete and
      accurate in all respects.

1.2.  The Shares and the issued shares of each Group Member are fully paid and
      are beneficially owned and registered as set out in SCHEDULES 1 and 2 free
      from any Encumbrance or any claim to, or Contract to grant, any
      Encumbrance.

1.3.  No Group Member has allotted or issued any share capital other than the
      shares shown in SCHEDULES 1 and 2 as being issued.

1.4.  No Contract has been entered into which requires or may require any Group
      Member to allot or issue any share or loan capital and no Group Member has
      allotted or issued any securities which are convertible into share or loan
      capital.

1.5.  No Group Member has any interest, or has at any time during the period of
      6 years ending on the date of this Agreement had any interest, in the
      share capital of any body corporate.

2.    VENDOR

2.1.  CAPACITY

      2.1.1.  The Vendor has full power to enter into and perform this Agreement
              and this Agreement constitutes obligations binding on the Vendor
              in accordance with its terms.

2.2.  INSIDERS' INTERESTS

      For the purpose of this PARAGRAPH 2.2:

      "INSIDER"                     means the Vendor, any Associated Company or
                                    any person who is or was at the relevant
                                    time a director of any Group Member.

      2.2.1.  There is not outstanding and there has not at any time during the
              period of 3 years ending on the date of this Agreement been
              outstanding any Contract to which any Group Member is or was a
              party and in which any Insider is or was interested in any way
              whatsoever (excluding any Contract of



              employment between a Group Member and any of its directors fully,
              fairly and clearly disclosed in the Disclosure Letter).

      2.2.2.  No Insider has any interest, direct or indirect, in any trade or
              business which competes or is likely to compete with the Group's
              business.

3.    ACCOUNTS AND RECORDS

3.1.  THE ACCOUNTS

      For the purposes of this PARAGRAPH 3:

      "ACCOUNTING STANDARDS"        refers to (i) the accounting policies,
                                    practices and methods consistent with those
                                    used in the preparation of the Accounts and
                                    (ii) to the extent such accounting policies,
                                    practices and methods do not address a
                                    particular matter, Swedish GAAP applied on a
                                    basis consistent with the GAAP used in the
                                    preparation of the Accounts

      3.1.1.  The Accounts (a copy of which is attached to the Disclosure
              Letter):

(i)      show a true and fair view of the assets, liabilities and state of
         affairs of each Group Member as at the Accounting Date and of the
         profits (or losses) of each Group Member and the Group for the
         financial year ended on that date;

(ii)     have been prepared and audited in accordance with applicable law and
         Accounting Standards and (to the extent that no Accounting Standard is
         applicable) with generally accepted accounting principles and practices
         of Sweden then in force; and

(iii)    have been prepared on bases and principles which are consistent with
         those used in the preparation of the audited statutory accounts of each
         Group Member for the three financial years immediately preceding that
         which ended on the Accounting Date.

      3.1.2.  Without prejudice to the generality OF PARAGRAPH 3.1.1, the
              Accounts attribute a value to Stock taken as a whole which is the
              lower of cost or net realisable value as at the Accounting Date
              where cost:

(i)      in relation to unredeemed pledges means the original loan less capital
         repayments plus any incremental remanufacturing costs; and



(ii)     in relation to other retail stock means the original purchase price.

3.2.  RECORDS

      17.1 Each Group Member's accounting records are up to date and, as far as
      the Vendor is aware, comply with applicable law and regulation in all
      material respects. Each Group Member's records and information are
      exclusively owned by it and under its direct control.

3.3.  PROFITS AND LOSSES

      17.2 The profits or losses and value of net assets of each Group Member
      for the three consecutive financial years ended on the Accounting Date as
      shown in the Accounts (and by the previous audited accounts of each Group
      Member delivered to the Purchaser) have not (except as disclosed in those
      accounts) been rendered exceptionally high or low by the inclusion of
      non-recurring items of income or expenditure, or by transactions entered
      into otherwise than on normal commercial terms nor have they been affected
      by any other factors rendering such profits or losses or value of net
      assets for any such periods exceptionally high or low.

3.4.  MANAGEMENT ACCOUNTS

      17.3 Except as fairly disclosed in the Disclosure Letter, the management
      accounts of each Group Member in respect of the period from the Accounting
      Date to 31 July 2004, a copy of which is attached to the Disclosure
      Letter, have been prepared on principles consistent with those used in
      the preparation of the Accounts and with reasonable skill and care and
      provide statements of each Group Member's assets and liabilities as at 31
      July 2004 which, taken as a whole, are not materially misleading or
      inaccurate.

4.    CHANGES SINCE THE ACCOUNTING DATE

4.1.  GENERAL

      4.1.1.  Since the Accounting Date:

(i)      the business of each Group Member has been carried on in the ordinary
         and usual course and in the same manner (including nature and scope) as
         in the 12 months preceding the Accounting Date;

(ii)     there has been no material adverse change in the financial or trading
         position or prospects of the Group including any material adverse
         change in respect of



         turnover, profits, margins of profitability, liabilities (actual or
         contingent) or expenses (direct or indirect) of the Group; and

(iii)    there has been no material reduction in the value of the net assets of
         any Group Member determined in accordance with the same accounting
         policies as those applied in the Accounts (on the basis that each of
         the assets of each Group Member is valued at a figure no greater than
         the value attributed to it in the Accounts or, in the case of any
         assets acquired by each Group Member after the Accounting Date, at a
         figure no greater than cost).

4.2.  SPECIFIC

      4.2.1.  Since the Accounting Date:

(i)      no Group Member has acquired, or agreed to acquire, any single asset
         having a value in excess of SEK 270,000 or assets having an aggregate
         value in excess of SEK675,000, other than in the ordinary course of
         business;

(ii)     no Group Member has disposed of, or agreed to dispose of, any asset
         having a value reflected in the Accounts in excess of SEK 270,000 or
         acquired since the Accounting Date other than in the ordinary course of
         business;

(iii)    no loan made by any Group Member which remains outstanding has become
         due and payable in whole or in part to the Group Member other than in
         the ordinary course of business;

(iv)     no Group Member has borrowed or raised any money or taken up any
         financial facilities nor repaid any borrowing or indebtedness in
         advance of its stated maturity other than in the ordinary course of
         business;

(v)      no Group Member has sold or agreed to sell a debt and no debt has been
         released, deferred, subordinated or written off by any Group Member;

(vi)     no dividend has been declared, paid or made by any Group Member;

(vii)    no resolution of the shareholders of any Group Member has been passed

(viii)   no Group Member has changed its accounting reference date;

(ix)     no Group Member has assumed or, so far as the Vendor is aware,
         incurred, or agreed to assume or incur, a liability, obligation or
         expense (actual or contingent) for a value in excess of SEK 270,000,
         other than in the ordinary course of business;



(x)      no management or similar charge has become payable or been paid by the
         any Group Member to the Vendor or any Associated Company;

(xi)     no share or loan capital has been allotted, issued, repaid or redeemed
         or agreed to be allotted, issued, repaid or redeemed by any Group
         Member; and

(xii)    no payment has been made by any Group Member to, or benefit conferred
         (directly or indirectly) by any Group Member on, the Vendor, any past
         or present director of any Group Member.



5.    ASSETS

5.1.  UNENCUMBERED TITLE; POSSESSION

      5.1.1.  Each asset included in the Accounts or acquired by each Group
              Member since the Accounting Date (save for Stock disposed of in
              the ordinary course of business) and each asset used by a Group
              Member or which a Group Member holds out as being, or claims is,
              in the ownership of the Group Member is legally and beneficially
              owned by the Group Member free from any Encumbrance or any claim
              to, or Contract to grant, any Encumbrance;

      5.1.2.  Any asset of each Group Member having a book value in excess of
              SEK 67,000 and which is not situated in the premises of any Group
              Member at Completion is specified in the Disclosure Letter and the
              asset is clearly identified as an asset of the Group Member.

      5.1.3.  As far as the Vendor is aware, each Group Member owns or is
              entitled to the lawful use of each asset necessary for the
              carrying on of its business in the manner in which it is currently
              carried on.

      5.1.4.  No registrable Encumbrance in favour of any Group Member is void
              or voidable for want of registration.

5.2.  DEBTORS

      5.2.1.  No Group Member has made, or entered into any Contract to make,
              any loan to, or other arrangement with, any person as a result of
              which it is or may be owed any money, other than trade debts
              incurred in the ordinary course of business and cash at bank.

      5.2.2.  No Group Member is entitled to the benefit of any debt otherwise
              than as the original creditor and no Group Member has factored,
              deferred or discounted any debt or agreed to do so.

5.3.  STOCK

      5.3.1.  The Stock now held by each Group Member and not written off in the
              Accounts is not obsolete.

      5.3.2.  Since the Accounting Date:

(i)      there has been no significant abnormal increase or reduction of Stock;
         and



(ii)     such of the Stock as is reflected in the Accounts which have been
         realised was realised for an amount in aggregate no less than the loans
         made in respect of such Stock.

      5.3.3.  The pledge loan balance recorded in the books of each Group Member
              is in aggregate materially accurate and for the purposes of this
              warranty "materially accurate" shall mean within SEK 2,500,000 of
              the actual aggregate amount of such balance.

5.4.  PLANT ETC.

       The plant and machinery, vehicles, fixtures and fittings, furniture,
       tools and other equipment used in connection with the business of the
       Group:

(i)      are in a reasonably good and safe state of repair and condition and
         satisfactory working order and have been regularly maintained to a good
         standard and in accordance with any safety regulations usually observed
         in relation to them; and

(ii)     are fully and accurately recorded in the plant register.

6     INTELLECTUAL PROPERTY RIGHTS

6.1.  For the purpose of this paragraph and PARAGRAPH 6:

      "INTELLECTUAL PROPERTY RIGHTS"   means all patents, trade marks, business
                                       names, copyright, moral rights, rights to
                                       prevent passing off, rights in designs,
                                       know how and all other intellectual or
                                       industrial property rights, in each case
                                       whether registered or unregistered and
                                       including applications or rights to apply
                                       for them and together with all extensions
                                       and renewals of them, and in each and
                                       every case all rights or forms of
                                       protection having equivalent or similar
                                       effect anywhere in the world; and

      "SOFTWARE"                       means any form of computer program,
                                       including applications software and
                                       operating systems, whether in source or
                                       object code form.

6.2.  To the Vendor's knowledge, each Group Member owns or has a right to use
      all Intellectual Property Rights necessary to carry on the respective
      Group Member's business in the manner carried on as at the date of this
      Agreement.



6.3.  To the Vendor's knowledge, all of the Company's Intellectual Property
      Rights which are registered or subject to applications for registration or
      which are unregistered trademarks are listed and described in the
      Disclosure Letter.

6.4.  To the Vendor's knowledge, in respect of registered Intellectual Property
      Rights, all renewal fees have been duly paid, all steps required for their
      maintenance have been taken and to the Vendor's knowledge there are no
      grounds on which any person is or will be able to seek cancellation,
      rectification or any other modification of any registration.

6.5.  To the Vendor's knowledge, there are, and have been, no proceedings,
      actions or claims within the six years prior to the date of this Agreement
      and none are pending or have been threatened, impugning the title,
      validity or enforceability of a Group Member's Intellectual Property
      Rights, or claiming any right or interest in such Intellectual Property
      Rights.

6.6.  To the Vendor's knowledge, there is, and has been, no infringement within
      the six years prior to the date of this Agreement of a Group Member's
      Intellectual Property Rights, and none is threatened.

6.7.  To the Vendor's knowledge, the past and present activities of the
      respective Group Member (including the processes, methods, Software, goods
      and services used or dealt in by it, and the products or services
      manufactured or supplied by it):

(i)      do not infringe and have not infringed within the six years prior to
         the date of this Agreement any Intellectual Property Rights of any
         third party; and

(ii)     have not, and will not, result in a claim in respect of Intellectual
         Property Rights against any Group Member.

6.8.  To the Vendor's knowledge there are no circumstances which would render
      any current application for registration of any Group Member's
      Intellectual Property Rights unacceptable to the relevant registry or
      other authority or which would prevent any such application from
      proceeding to grant and registration.

6.9.  Complete and accurate copies of all written licences, sub-licences and
      other agreements whereby a Group Member is licensed or otherwise
      authorised to use the Intellectual Property Rights of a third party (other
      than Intellectual Property Rights subsisting in or relating to Software or
      Computer Systems) or where the Company licenses or otherwise authorises a
      third party to use Intellectual Property Rights of the Company are
      attached to the Disclosure Letter. To the Vendor's knowledge, all of



      them are in full force and effect, no notice having been given to
      terminate them and the material obligations of all parties in respect of
      them have been complied with and no disputes have arisen in respect of
      them.

6.10. The Disclosure Letter contains a full list of domain names and other
      electronic addresses in connection with the Internet or Worldwide Web,
      which are held by, registered on behalf of, or are or which are used in
      respect of the Group.

7     COMPUTER SYSTEMS

7.1.  For the purposes of this PARAGRAPH 7:

      "COMPUTER SYSTEMS"               means all computer hardware, Software,
                                       micro-processors and any other items
                                       that connect with any of them which in
                                       each case are used in a Group Member's
                                       business or are in the possession of a
                                       Group Member.

7.2.  Details of all material Software used by the Group Members to carry on the
      Group Member's business in which the Intellectual Property Rights are
      owned by a third party are set out in the Disclosure Letter. To the
      Vendor's knowledge, the licences of such Software are complied with in all
      material respects in the operation of the business of the Company as at
      the date of this Agreement and any restrictions in those licences do not
      adversely affect the present conduct of the business of any Group Member
      or any plans for its respective conduct currently under consideration as
      at the date of this Agreement.

7.3.  To the Vendor's knowledge, the Group has a disaster recovery plan for the
      Group in respect of material Computer Systems.

7.4.  To the Vendor's knowledge, each Group Member has procedures in place in
      respect of the security of the material Computer Systems and data stored
      on them.

7.5.  To the Vendor's knowledge, the material Computer Systems (and each part of
      each of them) have functioned consistently and accurately since being
      installed, (except for pre-planned maintenance shut downs).

7.6.  To the Vendor's knowledge, each Group Member has a sufficient number of
      employees who are technically competent and appropriately trained to
      ensure the proper operation and use of the Computer Systems.



7.7.  To the Vendor's knowledge, the data storage capability, functionality and
      perfonnance of each item of the material Computer Systems and the Computer
      Systems as a whole are satisfactory for the business as presently
      conducted.

8.    LEASED PREMISES

8.1.  No Group Member:

(i)      owns any real property, is not in occupation of and is not entitled to
         any estate or interest in any freehold property;

(ii)     is a party to any uncompleted agreement to acquire or dispose of any
         real property;

(iii)    has any current ongoing liability (whether actual or contingent) in
         relation to any real property.


8.2.  SCHEDULE 6 contains a complete list and brief particulars of all Leases.

8.3.  So far as the Vendor is aware there are appurtenant to the Leased Premises
      all rights and casements reasonably necessary for their present use and
      enjoyment.

8.4.  All Leases are valid and effective in accordance with their respective
      terms and are not subject to any Encumbrances that may restrict their
      usage for the purposes for which they are currently used. Each Group
      Member has vacant possession of its respective Leased Premises and no
      other person has any current right to possession or occupation of the
      Premises.

8.5.  MATTERS AFFECTING THE LEASED PREMISES

      In relation to any Leased Premises no written notice has so far as the
      Vendor is aware been received by a Group Member alleging any breach of
      covenant contained in a Lease.

8.6.  COMPLIANCE WITH STATUTE

      No Group Member has so far as the Vendor is aware been received from any
      competent authority any written notice alleging that the current or
      previous use by a Group Member of any of the Leased Premises, breach the
      provisions of relevant legislation from time to time (including but not
      limited to applicable zoning or building regulations and EHS Law) and
      regulations made under such legislation and which are still outstanding.

8.7.  LEASED PREMISES

      17.4 The Data Room contains copies of all, not insignificant, documents
      subsisting at the date of the establishment of the Data Room relating to
      the Leased Premises of which the Vendor has knowledge.

9.    ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

9.1.  DEFINITIONS

      9.1.1. For the purposes OF PARAGRAPH 9:

      "EHS LAW"         means all applicable law (whether criminal, civil or
                        administrative), common law, judgment, court order,
                        statute, statutory instrument, regulation, directive,
                        European Union decision (insofar as legally binding),
                        by-law, treaty, government



                              circular, code of practice and guidance notes, or
                              instruction or decision of any competent
                              regulatory body in force at Completion relating to
                              EHS Matters

      "EHS MATTERS"           means all or any matters relating to the pollution
                              or protection of the Environment or harm to or the
                              protection of human health and safety or the
                              health of animals and plants

      "EHS PERMITS"           means all or any permits, consents, licences,
                              approvals, certificates and other authorisations
                              required by EHS Law for the operation of the
                              business of each Group Member or the condition or
                              use of the Leased Real Property

      "ENVIRONMENT"           means any air (including air within natural or
                              man-made structures above or below ground), water
                              (including territorial, coastal and inland waters,
                              ground water and water in drains and sewers), and
                              land (including surface land, sub-surface land,
                              seabed and river bed under water)

      "HAZARDOUS SUBSTANCE"   means any matter, whether alone or in combination
                              with any other matter, capable of causing harm to
                              man or any other living organism or damaging to
                              the Environment or public health or welfare,
                              including radioactive matter, ozone depleting
                              substances, and genetically modified organisms.

9.2   EHS PERMITS

      17.5 To the Vendor's knowledge at Completion, each Group Member has
      lawfully obtained all EHS Permits which it is required by law to obtain
      and at Completion each EHS Permit (true copies of which are attached to
      the Disclosure Letter) is in full force and effect and each Group Member
      in all material respects complies and has complied at all times in all
      material respects with all conditions of each EHS Permit.



9.3.  COMPLIANCE WITH EHS LAW

      9.3.1. To the Vendor's knowledge, each Group Member and its officers,
             agents and employees comply and have at all times complied in all
             material respects with EHS Law.

      9.3.2. No Group Member has received any written notification from any
             relevant authority alleging that the Group Member is in breach of
             EHS Law, or where failure to comply with such notification would
             constitute a breach of EHS Law or where compliance with such
             notification would be secured by further proceedings by such
             relevant authority. To the Vendor's knowledge, there are no
             circumstances at Completion which would give rise to such a
             notification being received and the Vendor is not aware of any
             intention on the part of any such authority to give such
             notification.

9.4.  LIABILITY

      9.4.1. To the Vendor's knowledge, there are no facts or circumstances
             existing at Completion which may give rise to any actual liability
             (whether civil, administrative or criminal) on the part of any
             Group Member in relation to EHS Matters.

      9.4.2. No Group Member has received any notice of any complaint or claim
             from any person in respect of EHS Matters.

      9.4.3. No Group Member is or has been engaged in any action, litigation,
             arbitration or dispute resolution proceedings or subject to any
             investigation under EHS Law or otherwise in relation to EHS Matters
             and the Vendor is not aware of any such matters pending or being
             threatened or of any circumstances or facts likely to give rise to
             any such matters.

9.5.  CONTAMINATION

      9.5.1. To the Vendor's knowledge, all sites (including Leased Real
             Property) now or formerly owned or occupied or used by each Group
             Member are at Completion free from any Hazardous Substance which
             would give rise to any actual liability on the part of the Group
             Member under EHS Law.

      9.5.2. To the Vendor's knowledge, there are at Completion no circumstances
             which are reasonably likely to require material expenditure (by any
             Group Member) in cleaning up any real property in order to comply
             with EHS Law.



10.   EMPLOYEES

10.1. Full particulars of the identities, dates of commencement of employment
      (or appointment to office), dates of birth, and remuneration, benefits and
      emoluments (including any loan arrangement, bonus, commission, profit
      sharing, share and other incentive schemes, and collective or workforce
      agreements) of all the employees, workers and officers of each Group
      Member are fully and accurately set out in the Disclosure Letter and
      copies of templates of their written service agreements or contracts of
      employment or particulars of employment statements (and all manuals,
      handbooks, rules, regulations and statements of terms, conditions,
      policies, procedures and practices) are attached to the Disclosure Letter.

10.2. There are no amounts owing to any present or former officers, workers or
      employees of any Group Member, other than remuneration accrued (but not
      yet due for payment) in respect of the calendar month in which this
      Agreement is executed and none of them is entitled to accrued but unpaid
      holiday pay or accrued but untaken holiday leave in respect of the
      relevant Group Member's previous holiday year.

10.3. All Contracts of employment between each Group Member and its directors
      (except for the general manager) and employees are terminable subject to
      the restrictions in the Swedish Employment Protection Act (Sw: Lagen om
      anstallningsskydd) by each Group Member by giving notice in accordance
      with the notice periods stipulated by the Employment Protection Act, and
      no Group Member is contractually obliged to make any payment as a
      consequence of the termination of any such Contract.

10.4. No Group Member has:

      10.4.1. employed or engaged or made any offers to employ nor engage any
              person:

            10.4.1.1. since the Accounting Date; or

            10.4.1.2. where such employment or engagement will take effect after
                      the date of this Agreement;

      10.4.2. given or received notice to terminate the employment or
              engagement of any person and no person has ceased to be employed
              or engaged by any Group Member:

            10.4.2.1. since the Accounting Date; or

            10.4.2.2. where such notice has not yet expired; or



      10.4.3. made, agreed or proposed or is party to any contractual
              arrangement to make any change of terms and conditions of
              employment or engagement of any of the employees of any Group
              Member:

              10.4.3.1. since the Accounting Date; or

              10.4.3.2. where such change of terms and conditions has not yet
                        taken effect.

10.5.  So far as the Vendor is aware there is no person previously employed or
       engaged by any Group Member who now has or may have a statutory or
       contractual right to return to work or to be re-instated or re-engaged by
       the relevant Group Member.

10.6.  Full details of all employees who have been absent from work for a
       continuous period of more than four weeks (whether on maternity leave,
       unpaid leave, long-term sickness, secondment, authorised annual leave or
       otherwise) in the 12 month period ending on the date of this Agreement
       are contained in the Disclosure Letter.

10.7.  No Group Member has recognised, and, so far as the Vendor is aware, has
       done any act which might be construed as recognition of, a trade union
       and no Group Member is party to any agreement or understanding with any
       trade union or organisation of employees or workers nor are any steps
       being taken by employees, workers or other representatives to ensure
       trade union recognition.

10.8.  No Group Member is involved, and has during the 12 months prior to the
       date of this Agreement been involved, in any strike, lock-out, industrial
       or trade dispute or any negotiations with any trade union or body of
       employees or workers.

10.9.  No Group Member operates or intends to operate and has operated any short
       time working scheme or arrangement or any redundancy or redeployment
       scheme or arrangement, whether formal or informal, contractual or
       non-contractual, which provides for payments greater than those required
       by statute or for notice periods greater than those set out in contracts
       of employment or engagement or in the Employment Protection Act.

10.10. No Group Member uses the services of outworkers, agency or other
       self-employed persons, contracted labour or agents.

10.11. So far as the Vendor is aware each Group Member has, in relation to all
       present and former employees and workers, complied with all statutes,
       regulations, orders and codes of conduct relating to employment and
       relations with employees and trade unions and has maintained adequate and
       suitable records, where required to do so by



      law, regarding the service of each of its employees and has complied with
      all agreements for the time being having effect as regards such relations
      or the conditions of service of its employees (whether collectively or
      individually).

11.   PENSIONS

11.1. The Pension Schemes are the only arrangements to which the Group Members
      have any liability for the purpose of providing benefits on retirement or
      death.

11.2. The Vendor has supplied to the Purchaser documents containing full,
      accurate and up to date details of the Pension Schemes and of the Group
      Members' and their employees' obligations and liabilities under it.

11.3. The Group Members and the Pension Schemes comply and have at all times
      complied with all legal and regulatory requirements (including equal
      treatment and data protection requirements), relevant to the Pension
      Schemes and the Group Members' participation in the Pension Schemes.

11.4. No claim, dispute, complaint or investigation has arisen which relates to
      the Pension Schemes or to the provision of retirement or death benefits in
      respect of the Group Members' current and former employees, and as far as
      the Vendor is aware there is no reason why any such claim, dispute,
      complaint or investigation could arise.

11.5. All amounts payable by the Group Members to and in respect of the Pension
      Schemes have been paid.

11.6. All death in service benefits under the Pension Schemes are insured.

11.7. All benefits under the Pension Schemes are calculated on a money purchase
      basis only and there is no obligation on the Group Members or under the
      Pension Schemes to provide any targeted level of benefits.

11.8. No liability has been or, as far as the Vendor is aware having made
      enquiries of relevant parties, may be imposed on the Group Members as a
      debt due to any occupational pension scheme.

12.   INSURANCE

12.1. To the Vendor's knowledge, each Group Member is, and has at all material
      times been, adequately covered against accident, damage, injury, third
      party loss, loss of profits and any other risk normally insured against by
      persons carrying on the same classes of business as the Group Members.



12.2. All premiums due in relation to each Group Member's policies of insurance
      have been paid, and to the Vendor's knowledge, nothing has been done or
      omitted to be done which would make any policy of insurance of each Group
      Member void or voidable or which might lead to any liability under such
      insurance being avoided by the insurers or which is likely to result in an
      increase in premium or which would release any insurer from any of its
      obligations under any policy of insurance of each Group Member.

12.3. No insurance claim is pending or outstanding and to the Vendor's
      knowledge, there are no circumstances which might result in any such
      claim.

12.4. Full particulars of each Group Member's insurances and of all claims made
      against those insurances in the last 2 years are set out in or attached to
      the Disclosure Letter.

13.   FINANCING AND WORKING CAPITAL

13.1. The amount borrowed by each Group Member from its bankers does not exceed
      the amount of the facility agreed with such bankers and the total amount
      borrowed by each Group Member from whatever source does not exceed any
      limitation on its borrowing contained in its articles of association or in
      any Contract, debenture, loan stock deed or any other document.

13.2. No Group Member has procured or (indirectly or directly) engaged in any
      borrowing or financing not required to be reflected in its statutory
      accounts.

13.3. Full and accurate details of all overdrafts, loans or other financial
      facilities outstanding or available to each Group Member are set out in
      the Disclosure Letter and copies of all documents relating to those
      facilities are attached to the Disclosure Letter. Nothing has been done or
      omitted to be done which might affect or prejudice the continuance of any
      of those facilities in full force and effect; and no person who provides
      any of those facilities has given any indication that it may be withdrawn
      or its terms altered.

13.4. The Disclosure Letter contains details, correct in all material respects
      at the date stated in it, of the credit or debit balances on all the bank
      or deposit accounts of each Group Member. Since that date there have been
      no payments out of any of those accounts except for routine payments in
      the ordinary and usual course of each Group Member's business and the
      balances on those accounts are not now substantially different from the
      balances shown in the Disclosure Letter.

13.5. No indebtedness of any Group Member is due and payable and no security
      over any assets of any Group Member is now enforceable. No Group Member
      has failed to



      comply with any notice from a creditor requiring any payment to be made or
      seeking enforcement of any security which it may hold over any Group
      Member's assets.

13.6. No person has given any guarantee of or security for any overdraft, loan,
      other financial facility granted to any Group Member or other liability of
      any Group Member.

13.7. No Group Member has applied for or received any grant, subsidy or
      financial assistance from any government department or other body.

14.   MATERIAL CONTRACTS

14.1. No Group Member has, an has not been since the Accounting Date, a party
      to, liable under or subject to any Contract either which cannot be
      terminated at the absolute discretion of the Group Member within three
      months and under which the Group Member will receive income or incur
      expenditure in excess of SEK 270,000 in any twelve month period and:

(i)      involves agency, distributorship, franchising, marketing rights,
         information sharing, manufacturing rights, consultancy, servicing,
         maintenance, inspection or testing;

(ii)     involves partnership, joint venture, consortium, joint development,
         shareholders or similar arrangements;

(iii)    involves hire purchase, conditional sale, credit sale, leasing, hiring
         or similar arrangements;

(iv)     involves or is likely to involve any capital expenditure by a Group
         Member or involves or is likely to involve an aggregate expenditure or
         receipt in excess of SEK 675,000 by a Group Member;

(v)      is incapable of complete performance in accordance with its terms
         within 6 months after the date on which it was entered into;

(vi)     is for the supply of goods by or to the Group Member on a sale or
         return basis or on a consignment stock basis;

(vii)    is for the supply of goods or services by or to the Group Member on
         terms under which retrospective or future discounts, price reductions
         or other financial incentives are given;



(viii)   is for the supply of goods or services by or to the Group Member which
         is not on the current standard terms and conditions on which the Group
         Member normally contracts to buy or supply goods or services, copies of
         which are attached to the Disclosure Letter;

(ix)     involves the forward purchase or sale of any currency, commodity,
         precious metal or other asset;

(x)      involves delegation of any power under a power of attorney or
         authorisation of any person (as agent or otherwise) to bind or commit
         the Group Member to any obligation;

(xi)     restricts the freedom of the Group Member to carry on its business in
         any part of the world or to use or exploit any of its assets, in each
         case in such manner as it may think fit;

(xii)    involves conditions, warranties, indemnities or representations given
         in connection with a sale of shares or an undertaking or fixed assets;

(xiii)   is a guarantee, indemnity, surety or form of comfort in respect of the
         obligations of a third party, under which any liability or contingent
         liability is outstanding; or

(xiv)    is not on arm's length terms or is in any way otherwise than in the
         ordinary and proper course of the Group Member's business.

15.   PAWNBROKER COMPLIANCE

15.1. For the purposes of the following paragraphs:

      "Loans"           means all and any loans advanced to customers of the
                        Aktiebolaget Svensk Pantbelaning (shall be referred to
                        as "SP" in this clause 15);

      "Pawn Books"      means the pawn books (Sw. pantbocker) kept by SP;

      "Pawn Tickets"    means the pawn tickets (Sw. pantsedlar) issued by SP;

      "Pledge Stocks"   means the items of personal property held by way of a
                        pawn arrangement.



15.2. GENERAL

      15.2.1. All outstanding transactions entered into the Pawn Books and all
              Pawn Tickets constitute legal obligations binding in all respects
              on SP and the customers of SP as limited by mandatory rules in the
              Act.

      15.2.2. At all times during the existence of all or any of the Loans SP
              has held and still holds all requisite licences under the Act.

      15.2.3. SP has not assigned or granted any third party rights to or over
              any right deriving from any transaction with customers of SP.

15.3. THE LOANS

      15.3.1. SP is the legal owner of every Loan free and clear of all
              mortgages, charges, liens, financial encumbrances and equities.

      15.3.2. All steps necessary to perfect SP's title to the Loans have been
              taken.

      15.3.3. No Loan has been advanced on terms other than on and in accordance
              with the terms of the template pawn ticket provided the Data Room.

      15.3.4. Each Loan constitutes the legal valid and binding obligation of
              the customer who is party to it and the terms are enforceable.

      15.3.5. No Group Member has received notice of nor has it been involved in
              any litigation or disputes relating to the Loans including without
              limitation calling into question SP's title to any Loan or its
              collection activities in relation to the Loans.

      15.3.6. No complaints from with any County Administrative Board or any
              other government or consumer protection agency has been received
              or entered into by SP or on its behalf.

15.4. ADMINISTRATION OF LOANS

      15.4.1. SP keeps or causes to be kept in respect of the Loans proper Pawn
              Books showing all transactions, payments and receipts relating to
              Loans and all Pawn Books are complete and accurate in all material
              respects and are retained for periods of at least, five years.



      15.4.2. No fraud has been perpetrated by any of the Group Members'
              respective directors in connection with the origination,
              completion or management of any Loan.

      15.4.3. So far as the Vendor is aware, there has been no pattern of
              fraudulent behaviour which has been perpetrated by the employees
              or agents of SP or any other Group Member in connection with the
              origination, completion or management of any Loan.

15.5. PAWN

      15.5.1. SP's processes in relation to the Pledge Stocks where a Loan is
              not repaid relating to the realisation of the relevant Pledge
              Stocks are in compliance with the Act.

      15.5.2. SP has not received any complaints or allegation that its
              processes for instigating the sale and then selling any Pledge
              Stock are unlawful, unfair or inappropriate.

      15.5.3. SP has no current, and during the last two years, has had no
              material litigation or, so far as the Vendor is aware, disputes
              relating to its entitlement to hold the Pledge Stocks or the money
              realised on sale of any Pledge Stocks.

16.   OTHER BUSINESS MATTERS

16.1. During the 12 months ending on the date of this Agreement there has been
      no known substantial change in the basis or terms on which any person is
      prepared to do business with each Group Member (apart from normal price
      changes), and no substantial customer or supplier of each Group Member
      (providing 5% or more of each Group Member's supplies or turnover in any
      accounting year) has ceased or substantially reduced its business with
      each Group Member, and no indication has been received by any Group Member
      or the Vendor that there will or may be any such change, cessation or
      reduction.

16.2. No Group Member carries on business under any name other than its own
      corporate name or any other name specified in the Disclosure Letter and
      there are no circumstances which might prevent any Group Member from
      continuing to carry on business under such names.


16.3. During the 12 months ending on the date of this Agreement no code of
      practice and no notice affecting prices has been issued by any government
      department, association or similar body which relates to any Group
      Member's business.

17.   COMPLIANCE, DISPUTES

17.1. COMPANY LAW MATTERS

      17.1.1. Compliance has been made with all legal requirements in connection
              with the formation of each Group Member and all issues and grants
              of shares, debentures, notes, mortgages or other securities of
              each Group Member.

      17.1.2. The copy of the articles of association of each Group Member
              attached to the Disclosure Letter is true, complete and up to
              date. To the Vendor's knowledge, each Group Member has at all
              times carried on its business and affairs in all respects in
              accordance with its articles of association.

      17.1.3. All annual reports, resolutions and other documents required to be
              filed with or delivered to the Swedish Companies Registration
              Office by each Group Member or any of its officers have been
              properly and correctly prepared in all respects and so filed and
              delivered, and no such annual reports, resolutions or other
              documents have been so filed or delivered during the period of 14
              days ending on the date of this Agreement.

      17.1.4. The share ledger of each Group member has been properly kept and
              contain an accurate record of the matters required to be dealt
              with in the share ledger and no notice or allegation that it is
              incorrect or should be rectified has been received.

18.   GENERAL LEGAL COMPLIANCE

18.1. Each Group Member has obtained all necessary licences, consents, permits
      and authorities (public and private) to enable it to carry on its business
      effectively in the places and in the manner in which such business is now
      carried on. All such licences, consents, permits and authorities (copies
      of which are enclosed with the Disclosure Letter) are valid and subsisting
      and have been complied with in all material respects and to the Vendor's
      knowledge there is no reason why any of them should be suspended,
      cancelled or revoked.

18.2. To the Vendor's knowledge, each Group Member has conducted its business in
      accordance with all applicable legal and administrative requirements
      (including but not limited to the Act, the Swedish Distance Contracts Act
      (Sw: Lag (2000:274) om



      konsumentskydd vid distansavtal och hemforsaljningsavtal), the Swedish
      Market Practices Act (Sw: Marknadsforingslagen (1995:450)), the Swedish
      Act governing trade with precious metals (Sw: Lag (1999:779) om handel
      med adelmetallarbeten), the Swedish Data Protection Act (Sw:
      Personuppgiftslagen (1998:204) and the E-Commerce (EC Directive)
      Regulations 2002.

18.3. To the Vendor's knowledge, none of the officers of any Group Member
      (during the course of his duties in relation to the relevant Group Member)
      has committed or omitted to do any act or thing in material contravention
      of any law, order, regulation or the like in Sweden or elsewhere nor, to
      the Vendor's knowledge has its agents or employees committed or omitted to
      do any act or thing in material contravention of any law, order,
      regulation or the like in the Sweden or elsewhere, so as to result in a
      pattern of such behaviour.

18.4. To the Vendor's knowledge, there is not pending, or in existence, any
      investigation or enquiry by, or on behalf of, any governmental or other
      body in respect of the affairs of any Group Member.

18.5. To the Vendor's knowledge, the Group Member's assets do not include any
      property deriving from a criminal acquisition as defined by chapter 9,
      section 6 of the Swedish Penal Code (Sw: brottsbalken).

19.   FAIR TRADING

19.1. To the Vendor's knowledge, no agreement, transaction, practice or
      arrangement carried on or proposed to be carried on by any Group Member
      (or by any person for whose acts or defaults any Group Member may be
      contractually or vicariously liable), whether unilaterally or with others,
      or to which any Group Member (or any such person) is or proposes to become
      a party, and no state of affairs applicable to any Group Member (or any
      such person):

      19.1.1. is or has been the subject of an enquiry, investigation, reference
              or report under the Swedish Competition Act (konkurrenslag
              (1993:20)) (or any other legislation relating to anti-competitive
               behaviour, monopolies or mergers);

      19.1.2. infringes or falls within the scope of Section 6 of the Swedish
              Competition Act, or constitutes an abuse of dominant position
              contrary to Section 19 of such Act or is or has been the subject
              of any enquiry, request for information, investigation or
              proceedings in respect of either of these Sections;



      19.1.3. infringes or falls within the scope of Article 81 of the treaty
              establishing the European Union (the "EC Treaty"), or constitutes
              an abuse of dominant position contrary to Article 82 of the EC
              Treaty, or infringes or falls within the scope of any regulation
              or other enactment made under Article 83 of the EC Treaty, or is
              or has been the subject of any enquiry, request for information,
              investigation or proceeding in respect of any of those Articles;

      19.1.4. infringes or falls within the scope of any other competition,
              anti-restrictive trade practice, anti-trust or consumer protection
              law or legislation applicable in Sweden or elsewhere and not
              specifically mentioned in this paragraph or is or has been subject
              to any investigation, request for information, notice or other
              communication by any court, governmental or regulatory authority;
              or

19.2. No Group Member has made or threatened to make any complaint against any
      other person to any relevant authority under any law or legislation
      referred to in this paragraph.

19.3. No Group Member has given any assurance or undertaking to the Swedish
      Competition Authority (Konkurrensverket), the Commission or Court of First
      Instance or Court of Justice of the European Union, or any other court,
      person or body, and no Group Member is subject to any act, decision,
      regulation, order or other instrument (statutory or otherwise) made by any
      of them relating to any matter referred to in this paragraph.

19.4. To the Vendor's knowledge, no Group Member is in default or in
      contravention of any article, act, decision, regulation, order or other
      instrument or of any assurance or undertaking relating to any matter
      referred to in this paragraph.

20.   LITIGATION

20.1. Save in respect of the collection by each Group Member of less than SEK
      67,500 individually and of less than SEK 270,000 in aggregate arising in
      the ordinary course of business neither any Group Member nor any person
      for whose acts or defaults the relevant Group Member may be contractually
      or vicariously liable is involved (whether as claimant, defendant or
      otherwise) in any civil, criminal, tribunal, arbitration, administrative
      or other proceedings.

20.2. To the Vendor's knowledge, no civil, criminal, tribunal, arbitration,
      administrative or other proceedings are pending or threatened by or
      against or concern any Group Member and there are no facts or
      circumstances likely to result in any such proceedings.



20.3. There is no outstanding or unsatisfied judgement, decree, order, award or
      decision of a court, tribunal, arbitrator or governmental agency against
      any Group Member and no Group Member is party to any undertaking or
      assurance given to a court, tribunal or any other person in connection
      with the determination or settlement of any claim or proceedings.

21.   DEFAULT

21.1. No Group Member has manufactured, sold or supplied any product or service
      which did not or does not comply in all respects with all applicable laws,
      regulations, standards (including any Swedish or European Union standards)
      and customers' specifications or any representation or contractual term
      expressly or impliedly made by any Group Member or which is, was or will
      become defective or unsafe.

21.2. To the Vendor's knowledge, no Group Member is in breach of any Contract to
      which it is a party, and no other party to any such Contract is in breach
      of it. All agreements, rights, commitments, obligations, arrangements and
      understandings to which any Group Member is a party are valid and
      enforceable. The Vendor is not aware of any grounds for the termination,
      rescission, avoidance or repudiation of any Contract by any Group Member
      or any other party to any such Contract.

22.   INSOLVENCY

22.1. No meeting has been convened at which a resolution will be proposed, no
      petition has been presented, no order has been made and no resolution has
      been passed for the winding-up of any of the Group Members or for the
      appointment of any liquidator. No Group Member has called any formal or
      informal meeting of all or any of its creditors.

22.2. No administrative receiver or manager has been appointed of the whole or
      any part of the property, assets or undertaking of any Group Member.

22.3. No administrator has been appointed in respect of any Group Member and no
      steps or actions have been taken in connection with the appointment of an
      administrator in respect of any Group Member.

22.4. No voluntary arrangement has been proposed or approved under chapter 13 of
      the Swedish Companies Act (Sw: Aktiebolagslagen (1975:1385)).

22.5. No distress, execution or other process has been levied on or applied for
      in respect of any asset of any Group Member.



22.6.   No Group Member has stopped or suspended the payment of its debts in
        accordance with chapter 2, section 8 of the Swedish Insolvency Act (Sw:
        Konkurslagen) or received a written demand pursuant to chapter 2,
        section 9 of the Swedish Insolvency Act and no Group Member is insolvent
        or unable to pay its debts within the meaning of chapter 1, section 2 of
        the Swedish Insolvency Act.

22.7.   No disqualification order has at any time been made pursuant to the
        provisions of the Swedish Trading Prohibition Act (Sw: Lagen (1986:436)
        om naringsforhud) against any former or current officer of the Company.

22.8.   No Group Member and none of its directors has consulted a person
        qualified to act as an insolvency practitioner (Sw: rekonstruktor) under
        chapter 2, section 11 of the Swedish Act on Company Reconstruction (Sw:
        lag (1996:764) om foretagsrekonstruktion) with a view to minimising the
        potential loss to the relevant Group Member's creditors or otherwise in
        relation to any financial difficulty of such Group Company.

22.9.   No Group Member has been a party to any transaction below market value
        nor has any Group Member made any transactions which would be
        recoverable pursuant to chapter 4, section 5 of the Swedish Insolvency
        Act, in either case within the period of 2 years ending on the date of
        this Agreement.

22.10.  To the Vendor's knowledge, there are no facts in existence which are
        likely to lead to any of the events or circumstances referred to in this
        paragraph.

23.     EFFECTS OF THE AGREEMENT

23.1.   The execution of this Agreement and the observance and performance of
        its provisions will not and is not likely to:

(i)       result in a breach of any Contract, law, regulation, order, judgement,
          injunction, undertaking, decree or similar imposition to or by which a
          Group Member is party or bound, or entitle any person to terminate or
          avoid any Contract to which a Group Member is party, or have any
          material effect on any such Contract;

(ii)      result in the loss or impairment of or any default under any licence,
          authorisation or consent required by a Group Member for the purposes
          of its business;

(iii)     result in the creation, imposition, crystallisation or enforcement of
          any Encumbrance whatsoever on any of the assets of a Group Member;



(iv)     result in any present or future indebtedness of a Group Member becoming
         due and payable, or capable of being declared due and payable, prior to
         its stated maturity date or in any financial facility of the Group
         Member being withdrawn; or

(v)      adversely affect a Group Member's relationships with customers,
         suppliers and employees.

23.2. There is no Contract to which any Group Member is a party which depends on
      the continuation of the connection (whether as shareholder or officer of
      the Group Member or otherwise) of any person with the Group Member.



                                   SCHEDULE 4

                                    TAXATION



                                   SCHEDULE 4

                                    TAXATION

PART  1 - INTERPRETATION

1.    INTERPRETATION

      In this SCHEDULE 4:

1.1   the following expressions have the following meanings unless inconsistent
      with the context:

      "THE  AUDITORS"               the auditors for the time being of the
                                    Company

      "DISPUTE"                     any dispute, appeal, negotiations or other
                                    proceedings in connection with a Tax Claim

      "EVENT"                       any event, fact or circumstance whatsoever
                                    including but not limited to:

                                    (a)   any transaction, action or omission
                                          (whether or not a Group Member is
                                          party to it);

                                    (b)   the earning, receipt or accrual
                                          for any Taxation purpose of any
                                          income, profits or gains;

                                    (c)   the incurring for any Taxation
                                          purpose of any loss or expenditure;

                                    (d)   the declaration, payment or
                                          making of any dividend or other
                                          distribution;

                                    (e)   the sale and purchase of the
                                          Shares pursuant to this



                                          Agreement; and

                                    (f)   Completion

      "LIABILITY TO TAXATION"       (a)   any liability of a Group Member to
                                          make an actual payment of Taxation
                                          (whether or not the Group Member is
                                          primarily so liable and whether or not
                                          the Group Member has any right of
                                          recovery against any other person);
                                          and

                                    (b)   the use by a Group Member (in whole or
                                          in part) of Losses Carried Forward to
                                          reduce or eliminate any liability of
                                          the Group Member to make an actual
                                          payment of Taxation (whether or not
                                          the Group Member is primarily so
                                          liable and whether or not the Group
                                          Member has any right of recovery
                                          against any other person) in respect
                                          of which the Vendor would otherwise
                                          have been liable under PARAGRAPH 2;
                                          and

                                    (c)   the forfeiture by a Group Member (in
                                          whole or in part) of any Losses
                                          Carried Forward

      "LOSSES CARRIED FORWARD"      Losses carried forward that, without
                                    limitations, can be used to off-set
                                    operating profits of the company

      "PURCHASER GROUP MEMBER"      Any company which is at any time is or has
                                    been:-

                                    (a)   a holding company of the


                                          Purchaser;

                                    (b)   a subsidiary or subsidiary undertaking
                                          of the Purchaser; or

                                    (c)   a subsidiary or subsidiary undertaking
                                          of any holding company of the
                                          Purchaser

      "RELEVANT TAX CLAIM"          any claim against the Vendor in respect of a
                                    Liability to Taxation, under paragraph 2

      "RELIEF"                      (a)   any relief, allowance, exemption,
                                          set-off, deduction or credit available
                                          from, against or in relation to
                                          Taxation or in the computation for any
                                          Taxation purpose of income,profits or
                                          gains; and

                                    (b)   any right to a repayment of Taxation



     "RESTRICTED STOCK UNIT         any agreement entered into by the Vendor
     AWARD AGREEMENT"               with any employee of a Group Member under
                                    which awards of restricted stock units or
                                    which awards of restricted stock units or
                                    other securities are granted

      "SAVING"                      the reduction or elimination of any
                                    liability of the Company to make an actual
                                    payment of corporation tax in respect of
                                    which the Vendor would not have been liable
                                    under PARAGRAPH 2, by the use of any Relief
                                    arising wholly as a result of a Liability to
                                    Taxation in respect of which the Vendor has
                                    made a payment under PARAGRAPH 2

      "TAXATION"                    means, wherever arising, all direct and
                                    indirect taxes, charges, fees, imposts,
                                    withholdings, duties and other assessments

                                       imposed by any authority,
                                       including income (whether actual
                                       or deemed), sales, use, transfer,
                                       stamp, transaction, customs, real
                                       estate, investment, value added,
                                       withholding, employment, asset
                                       holding, registration, preliminary
                                       and deferred tax and social
                                       security fees, together with any
                                       interest, penalties, residual tax
                                       charges, additions to tax or any
                                       other additional amount imposed by
                                       any authority.

         "TAXATION AUTHORITY"          any authority, whether of Sweden
                                       or elsewhere, competent to impose,
                                       assess or collect Taxation.

         "TAXATION STATUTE"            any statute (and all regulations
                                       and other documents having the
                                       force of law under such statute)
                                       published, enacted, issued or
                                       coming into force on or before the
                                       date of this Agreement relating to
                                       Taxation

         "TAX CLAIM"                   any notice, demand, assessment,
                                       letter or other document issued,
                                       or action taken, by or on behalf
                                       of any Taxation Authority and the
                                       submission of any Taxation form,
                                       return or computation from which,
                                       in either case, it appears to the
                                       Purchaser that a Group Member is
                                       or may be subject to a Liability
                                       to Taxation or other liability in
                                       respect of which the Vendor is or
                                       may be liable under PARAGRAPH 2

         "VAT"                         value added tax

         "VATA"                        the Swedish Value Added Tax Act
                                       1994 (1994:200)


1.2      references to Events include Events which are deemed to have occurred
         for any Taxation purpose and references to income, profits or gains
         earned, received or accrued for any Taxation purpose include income,
         profits or gains which are deemed to have been earned, received or
         accrued for any Taxation purpose;



1.3      references to the loss of Losses Carried Forward include the
         disallowance of Losses Carried Forward and the failure to use Losses
         Carried Forward;

PART 2 - TAX COVENANT

2.       COVENANT

2.1      Subject to the provisions of this PART 2 of this SCHEDULE 4, the Vendor
         covenants with the Purchaser to pay to the Purchaser an amount equal to
         the amount of:

         2.1.1    any Liability to Taxation which has arisen or arises as a
                  result of or in connection with any Event which occurred on or
                  before Completion, whether or not such Liability to Taxation
                  has been discharged on or before Completion; and

         2.1.2    any Liability to Taxation which arises on, before or after
                  Completion as a result of the non payment of Taxation by the
                  Vendor or any person (other than the Group) which is or has
                  been connected for any Taxation purpose with the Vendor and
                  for which that person is primarily liable;

         2.1.3    any Liability to Taxation which arises as a result of any
                  Event which occurs after Completion pursuant to a legally
                  binding obligation (whether or not conditional) entered into
                  by a Group Member on or before Completion otherwise than in
                  the ordinary course of business of the Group Member (but only
                  to the extent that such Liability to Taxation arises in
                  respect of income profits or gains which are deemed to have
                  been earned, received or accrued for Tax purposes (as opposed
                  to any actual) income, profits or gains earned, received or
                  accrued for Tax purposes);

         2.1.4    any Liability to Taxation which arises as a result of the
                  disallowance to offset profits against Losses Carried
                  Forward;

         2.1.5    any Liability to Taxation which arises as a result of a Group
                  Members' dual tax residence on or before Completion;

         2.1.6    any Liability to Taxation which arises as a result of the
                  Company being treated as not resident in Sweden for tax
                  purposes on or before Completion;

         2.1.7    any Liability to Taxation which arises as a result of the
                  contemplated Election referred to in PARAGRAPH 1.5 OF SCHEDULE
                  5;



         2.1.8    any Liability to Taxation arising by reference to income,
                  profits, or gains accrued on or before Completion as a result
                  of or in connection with the dissolution of any Group Member;

         2.1.9    any Liability to Taxation arising as a result of or in
                  connection with any Group Member's membership of the Vendor's
                  Group at any time on or before Completion (including any Tax
                  for which another member of the Vendor's Group is primarily
                  liable), where such liability arises under United States
                  Treasury Regulations 1.1502-6 (or any similar provision of
                  state, local or foreign law);

         2.1.10   any Liability to Taxation which arises as a result of tax
                  depreciation claimed on (non qualifying) artwork in assessment
                  year 2000 and tax depreciation claimed on costs for rebuilding
                  premises made under the provisions applicable for equipment
                  and machinery and any Liability to Taxation which arises as a
                  result of the tax deduction which has been claimed in relation
                  to the provision for inventory obsolescence;

         2.1.11   any reasonable costs, fees or expenses (including legal costs
                  on a full indemnity basis) properly incurred by a Group Member
                  or the Purchaser in connection with any Liability to Taxation
                  or other liability in respect of which the Vendor is liable
                  under this PART 2 of this SCHEDULE 4 or successfully taking
                  any action (including but not limited to legal proceedings)
                  under this Schedule 4.

2.2      The Vendor covenants with the Purchaser to pay to the Purchaser an
         amount equal to the amount of any Liability to Taxation which arises as
         a result of, in respect of, or by reference to the grant, exercise,
         exchange or cancellation of any share options where such options were
         granted to any employee of a Group Member pursuant to any Restricted
         Stock Unit Award Agreement, at any time on or before Completion;

3.       QUANTIFICATION

         For the purposes of PARAGRAPH 2 the amount of a Liability to Taxation
         will be determined as follows:

3.1      the amount of a Liability to Taxation falling within PARAGRAPH (a) of
         the definition of that expression in PARAGRAPH 1.1 will be the amount
         of the actual payment of Taxation which the Group Member is liable to
         make;



3.2      the amount of a Liability to Taxation falling within PARAGRAPH (b) of
         the definition of that expression in PARAGRAPH 1.1 will be the amount
         of Taxation saved by the Group Member as a result of the use of Losses
         Carried Forward; and

3.3      the amount of a Liability to Taxation falling within PARAGRAPH (c) of
         the definition of that expression in PARAGRAPH 1.1 will be the amount
         of Taxation which would have been saved by the Group Member but for the
         forfeiture of the Losses Carried Forward on the basis of the rates of
         Taxation current at the date of the loss, assuming for this purpose
         that the relevant Group Member had sufficient profits or was otherwise
         in a position actually to use the Losses Carried Forward;

4.       EXCLUSIONS

4.1      The Vendor will not be liable under PARAGRAPH 2 or Part 3 of this
         Schedule 4 in respect of a Liability to Taxation or other liability of
         a Group Member to the extent to which:

         4.1.1    such Liability to Taxation or other liability was satisfied or
                  discharged on or before Completion and the discharge of such
                  Liability to Taxation or other liability was reflected in the
                  Completion Accounts; or

         4.1.2    specific provision was made in the Completion Accounts for
                  such Liability to Taxation or other liability; or

         4.1.3    payment has already been made in respect of such Liability to
                  Taxation or other liability under this PART 2 or PART 3 of
                  this SCHEDULE 4; or

         4.1.4    such Liability to Taxation or other liability would not have
                  arisen but for the making, changing, or coming into force of
                  any legislation (including but not limited to an increase in
                  rates of Taxation) or a change in the interpretation,
                  administration, or application by any relevant court or by any
                  Taxation Authority or in the published practice of any
                  Taxation Authority first enacted or announced after
                  Completion; or the withdrawal of any extrastatutory
                  concession after Completion with retrospective effect;

         4.1.5    such Liability to Taxation would not have arisen or would have
                  been reduced or eliminated but for a change after Completion
                  in the accounting policies or practices of the Purchaser or a
                  Group Member (except where such change is required to remedy
                  any failure prior to Completion of the Group Member to comply
                  with Swedish generally accepted accounting principles) or in
                  the length of any accounting period of a Group Member;



         4.1.6    such Liability to Taxation or other liability would not have
                  arisen but for a voluntary act, transaction or omission of a
                  Group Member or the Purchaser after Completion:

                  4.1.6.1  otherwise than pursuant to a legally binding
                           obligation entered into by a Group Member on or
                           before Completion or imposed on a Group Member by any
                           legislation announced before Completion whether
                           coming into force before, on or after Completion; or

                  4.1.6.2  which the Purchaser was aware or ought reasonably to
                           have been aware would give rise to the Liability to
                           Taxation or other liability in question; or

                  4.1.6.3  otherwise than in the ordinary course of business of
                           a Group Member, or

                  4.1.6.4  otherwise than at the written request of the Vendor
                           whether pursuant to this Agreement or otherwise.

         4.1.7    such Liability to Taxation reduces deferred tax liability of
                  the Company

4.2      The provisions of PARAGRAPHS 4.1.1, 4.1.2, and 4.1.3 under this PART 2
         of this SCHEDULE 4 shall apply to limit the liability of the Vendor
         under PARAGRAPH 2.2 of this SCHEDULE 4 in respect of a Liability to
         Taxation of the Company. In addition, the Vendor will not be liable
         under PARAGRAPH 2.2 of this SCHEDULE 4 in respect of a Liability to
         Taxation of the Company to the extent that the Company or the Purchaser
         has recovered from any person (including any officer or employee or
         former officer or employee of the Company but excluding the Purchaser
         and any Purchaser Group Member) any sum in respect of such Liability to
         Taxation or to the extent that any corporation tax deduction is
         available to the Company (except to the extent that such corporation
         tax deduction is taken into account in preparing the Completion
         Accounts) in respect of the grant or exercise of restricted stock units
         under the Restricted Stock Unit Award Agreements or in respect of the
         Liability to Taxation arising therefrom.

4.3      The Vendor will not be liable for any Relevant Tax Claim unless the
         amount of the liability in respect of that Relevant Tax Claim or the
         aggregate amount of the liability in respect of a number of Relevant
         Tax Claims relating to the same matter exceeds SEK 65,000 AND the
         amount of the liability in respect of that Relevant Tax Claim or
         Relevant Tax Claims when aggregated with the amount of the liability in
         respect



         of all other Relevant Tax claims exceeds SEK 650,000 (in which event
         the Vendor will be liable for the whole amount of such Relevant Claims
         and not merely the excess).

4.4      The provisions of clause 6.2 (financial cap) of the Agreement shall
         apply to any liability of the Vendor under PARAGRAPH 2 of this SCHEDULE
         4.

4.5      The liability of the Vendor under this PART 2 of SCHEDULE 4 shall cease
         seven years after Completion except in respect of matters which have
         been the subject of a claim within PARAGRAPH 7 of this SCHEDULE 4
         unless the claim in question has arisen by reason of fraud, wilful
         concealment, or dishonesty on the part of the Vendor or, prior to the
         Completion date, on the part of the Company in which event there shall
         be no contractual limit on the time period within which such claim may
         be brought.

5.       DEDUCTIONS FROM PAYMENTS

5.1      Except as required by law all payments by the Vendor under this PART 2
         of this SCHEDULE 4 will be made free and clear of all deductions and
         withholdings in respect of Taxation.

5.2      If any deduction or withholding is required by law to be made from any
         payment by the Vendor under this PART 2 of this SCHEDULE 4 or if
         (ignoring any available Losses Carried Forward) the Purchaser is
         subject to Taxation in respect of any payment by the Vendor under this
         PART 2 of this SCHEDULE 4, the Vendor covenants with the Purchaser to
         pay to the Purchaser such additional amount as is necessary to ensure
         that the net amount received and retained by the Purchaser (after
         taking account of such deduction or withholding or Taxation) is equal
         to the amount which it would have received and retained had the payment
         in question not been subject to the deduction or withholding or
         Taxation.

5.3      PARAGRAPHS 5.1 AND 5. 2 shall not apply to the extent that the
         deduction or withholding would not have arisen but for the assignment
         by the Purchaser of any of its rights under this Schedule.

6.       DUE DATE FOR PAYMENT

6.1      The due date for the making of a payment by the Vendor under this PART
         2 of this SCHEDULE 4 will be:

         6.1.1    the date falling 5 Business Days after the Purchaser has
                  served notice on the Vendor demanding such payment; or



         6.1.2    in any case involving a liability of a Group Member to make an
                  actual payment (whether or not a payment of Taxation), the
                  later of the date mentioned in PARAGRAPH 6.1.1 and the date
                  falling 5 clear Business Days before the last date upon which
                  the payment is required to be made to the person entitled to
                  the payment; or

         6.1.3    in any case involving the forfeiture of Losses Carried Forward
                  other than the right to repayment of Taxation, the later of
                  the date mentioned in PARAGRAPH 6.1.1 and the date falling 5
                  clear Business Days before the date on which the payment of
                  Taxation is or would be required to be made in respect of the
                  accounting period in which the Losses Carried Forward are
                  lost.

6.2      If any payment required to be made by the Vendor under this PART 2 of
         this SCHEDULE 4 is not made by the due date, ascertained in accordance
         with PARAGRAPH 6.1, then such payment will bear interest in accordance
         with the terms of CLAUSE 11 of this Agreement.

7.       CLAIMS PROCEDURE

7.1      If the Purchaser or the Company becomes aware of any matter which may
         give rise to a Tax Claim it will as soon as reasonably practicable, and
         in any event not more than 15 Business Days after the Purchaser becomes
         so aware of that Tax Claim give notice to the Vendor (giving details,
         to the extent available, of such Tax Claim, the due date for any
         payment, and time limits for any appeal), provided that the giving of
         such notice will not be a condition precedent to the liability of the
         Vendor under PARAGRAPH 2.

7.2      Subject to PARAGRAPH 7.5 and provided that the Vendor indemnifies and
         secures the Group, the Purchaser and all other Purchaser Group Members
         to the reasonable satisfaction of the Purchaser against all reasonable
         losses, costs, damages and expenses (including interest or surcharge on
         overdue Taxation) which may be incurred thereby, the Purchaser will
         procure that the Group Member, at the Vendor's cost and expense, takes
         such action and gives such information and assistance in connection
         with its Taxation affairs as the Vendor may reasonably and promptly
         request to dispute, appeal against, settle or compromise any Tax Claim,
         including applying to postpone (so far as legally possible) the payment
         of any Taxation, but not including allowing the Vendor or its advisors
         to undertake the conduct of the Dispute.

7.3      For the purposes of PARAGRAPH 7.2



         7.3.1    the Purchaser shall, or shall procure that the Group Member
                  shall, promptly submit to the Vendor all material documents
                  and correspondence relating to the Tax Claim which it is
                  proposed be submitted to the relevant Taxation Authority in
                  draft form to the Vendor and the Vendor shall be afforded a
                  reasonable opportunity to comment thereon;

         7.3.2    the appointment of professional advisers by the Group Member
                  in relation to the Tax Claim shall be subject to the approval
                  of the Vendor (such approval not to be unreasonably withheld
                  or delayed);

         7.3.3    the Purchaser shall, or shall procure that the Group Member
                  shall, promptly incorporate all reasonable comments and
                  suggestions made by the Vendor and the Vendor's duly
                  authorised agent and promptly submit the relevant final
                  documents/correspondence to the relevant Taxation Authority;
                  and

         7.3.4    the Purchaser shall, or shall procure that the Group Member
                  shall, promptly deliver to the Vendor copies of all relevant
                  correspondence sent to or received from the relevant Taxation
                  Authority.

7.4      Subject to PARAGRAPHS 7.5 AND 7.6, and to compliance by the Vendor with
         PARAGRAPH 7.2 in relation to any Dispute, the Purchaser will not, and
         will procure that the Group Member will not, without the prior written
         consent of the Vendor, such consent not to be unreasonably withheld or
         delayed:

         7.4.1    transmit any communication (whether written or otherwise) to
                  any Taxation Authority;

         7.4.2    agree, settle or compromise the relevant Tax Claim; or

         7.4.3    agree any matter which is likely to affect the amount of the
                  relevant Tax Claim or any future Liability to Taxation.

7.5      The Purchaser will not be required to take or procure that the Group
         Member will take any action mentioned in PARAGRAPH 7.2:

         7.5.1    which it reasonably considers to be materially prejudicial to
                  the business or Taxation affairs of the Group Member or the
                  Purchaser or any other Purchaser Group Member; or

         7.5.2    which involves contesting a Tax Claim beyond the first
                  appellate body (excluding the Taxation Authority which has
                  made the Tax Claim) in the jurisdiction concerned unless the
                  Vendor obtains (at the Vendor's cost and



                  expense) the opinion of Tax Counsel of at least 5 years' call
                  that it is reasonable in all circumstances to make such an
                  appeal.

7.6      If the Vendor fails within 10 Business Days of the Purchaser giving
         notice requiring the Vendor to do so) to inform the Purchaser of any
         action which the Vendor wishes the Purchaser to procure the Group
         Member to take under PARAGRAPH 7.2, the Purchaser will be entitled to
         procure that the Group Member settles or compromises any Tax Claim on
         such terms as it determines in its absolute discretion.

8.       TIME LIMIT

8.1      The Vendor will not be liable under PARAGRAPH 2 in respect of a
         Liability to Taxation or other liability of a Group Member unless
         within seven years after Completion the Purchaser has given notice to
         the Vendor of any Tax Claim whatsoever relating to such Liability to
         Taxation or other liability, or of any Event which may give rise to
         such a Tax Claim.

8.2      The time limit in PARAGRAPH 8.1 will not apply in any case involving
         dishonest or fraudulent conduct on the part of the Vendor, any company
         which has at any time been a member of the same group (as defined for
         any Taxation purpose) as the Vendor or any person acting on behalf any
         of the foregoing companies.

9.       SAVINGS

9.1      If (at the Vendor's request and expense) the Auditors determine that
         the Company has obtained a Saving, the Purchaser will offset such
         Saving against any outstanding Claim of which it has given notification
         to the Vendor.

9.2      To the extent that no Claim is outstanding the Purchaser will as soon
         as reasonably practicable thereafter (and in any event within 10
         Business Days of such determination by the Auditors) repay to the
         Vendor the lesser of:

         9.2.1    the amount of the Saving (as determined by the Auditors); and

         9.2.2    the amount paid by the Vendor under PARAGRAPH 2 in respect of
                  the Liability to Taxation which gave rise to the Saving less
                  any part of that amount previously repaid to the Vendor under
                  any provision of this Agreement or otherwise;

9.3      The Company will be entitled to use in priority to any Relief which
         gives rise to a Saving any other Relief available to it (including by
         way of surrender by another company to it) to reduce or eliminate any
         liability to make an actual payment of



         corporation tax but, subject thereto, shall use its reasonable
         endeavours to use any Relief which gives rise to a Saving as soon as
         reasonably practicable unless to do so would be materially prejudicial
         to the Taxation affairs of the Company or the Purchaser.

9.4      The Company will not obtain a Saving until the last date upon which it
         would have been obliged to make the actual payment of corporation tax
         which has been reduced or eliminated in order to avoid incurring
         interest thereon.

9.5      In determining whether the Company has obtained a Saving, the Auditors
         will act as experts and not as arbitrators and their determination will
         (in the absence of manifest error) be conclusive and binding on the
         parties.

10.      RECOVERY FROM OTHER PERSONS

10.1     If a Group Member recovers from any other person (including any
         Taxation Authority but excluding the Purchaser, any other Purchaser
         Group Member and any officer or employee of any such company) any
         amount which is referable to a Liability to Taxation or other liability
         of the Group Member in respect of which the Vendor has made a payment
         under PARAGRAPH 2, the Purchaser will repay to the Vendor within 10
         Business Days of the receipt thereof the lesser of:

         10.1.1   the amount so recovered (less any reasonable losses, costs,
                  damages and expenses incurred by the Group Member, the
                  Purchaser or any other member of the same group of companies
                  as the Purchaser as a result of the recovery of that amount);
                  and

         10.1.2   the amount paid by the Vendor under PARAGRAPH 2 in respect of
                  the Liability to Taxation or other liability in question less
                  any part of such amount previously repaid to the Vendor under
                  any provision of this Agreement or otherwise.

10.2     If the Purchaser becomes aware that a Group Member is entitled to
         recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as
         soon as reasonably practicable give written notice of that fact to the
         Vendor and provided that the Vendor indemnifies and secures the Group
         Member, the Purchaser and all other Purchaser Group Members to the
         reasonable satisfaction of the Purchaser against all reasonable losses,
         costs, damages and expenses which may be incurred thereby, the
         Purchaser will procure that the Group Member, at the Vendor's cost and
         expense, takes such action as the Vendor may reasonably and promptly
         request to effect such recovery.



10.3     The action which the Vendor may request a Group Member to take under
         PARAGRAPH 10.2 does not include:

         10.3.1   any action which the Purchaser reasonably considers to be
                  materially prejudicial to the business or Taxation affairs of
                  the Group, the Purchaser or any Purchaser Group Member; or

         10.3.2   allowing the Vendor to undertake the conduct of any action
                  necessary to effect recovery of the amount in question.

11.      CORPORATION TAX RETURNS

11.1     Subject to this PARAGRAPH 11, the Purchaser shall have exclusive
         conduct of all Taxation affairs of the Company and its Group Members
         after Completion with exclusion for any US federal or state Taxation
         affairs of the Company for periods ending on or before Completion.

11.2     The Purchaser shall procure that the Group keeps the Vendor fully
         informed of its Taxation affairs in respect of any accounting period
         ended on or prior to Completion for which final agreement with the
         relevant Taxation Authority of the amount of Taxation due from the
         Group has not been reached and shall not submit any correspondence or
         submit or agree any return or computation for any such period to any
         Taxation Authority without giving the Vendor a reasonable opportunity
         to make representations thereon and without the prior written consent
         of the Vendor (such consent not to be unreasonably withheld or
         delayed).

11.3     The Purchaser shall procure that a Group Member does not amend or
         withdraw any return or computation or any claim, election, surrender or
         consent made by the Group Member in respect of its accounting periods
         ended on or before Completion without the prior written consent of the
         Vendor (such consent not to be unreasonably withheld or delayed).

11.4     The Purchaser shall provide the Vendor with a copy of:

         11.4.1   each Group Members' Tax returns and Tax computations for the
                  accounting period during which Completion occurs;

         11.4.2   the Group Members' statements of accounts or receipts from the
                  Swedish Tax Agency or other Taxation Authority confirming the
                  final amount of Tax paid for the accounting period ended on 31
                  December 2003 and the accounting period during which
                  Completion occurs; and



         11.4.3   the Group Members' statutory accounts for the accounting
                  period during which Completion occurs.

11.5     The Purchaser shall procure that, except as provided in Paragraph 1.5
         of Schedule 5, a Section 338 Election will not be made for any Group
         Member with respect to this transaction.

11.6     The Purchaser agrees that it will not make a section 338(g) election
         for any subsidiary of the Company and will procure that no Group Member
         will, until after 31 December 2004:

         11.6.1   engage in any transaction that will result in a "dividend"
                  being distributed from any Group Member, except for a "group
                  contribution" that do not exceed amounts required to eliminate
                  losses of Group Members and the Purchaser (for the avoidance
                  of doubt, nothing in this paragraph 11.6.1 shall prevent any
                  Group Member from making a loan to the Purchaser at any time
                  after Completion, so long as the loan is evidenced by a formal
                  note, has a set term and bears arm's length rate of interest);
                  or

         11.6.2   change the financial reporting year of any Group Member.

         11.6.3   For the avoidance of doubt, the terms "section 338(g)
                  election" is as defined in the United States Internal Revenue
                  Code of 1986, as amended.

12.      COUNTER COVENANT

12.1     The Purchaser hereby covenants with the Vendor to pay or to procure
         that the relevant Purchaser Group Member pays to the Vendor by way of
         adjustment to the Purchase Price, an amount equal to;

         12.1.1   any Tax Liability arising after Completion for which a Group
                  Member is liable but for which the Vendor becomes liable as a
                  result of the failure by the Group Member or the relevant
                  Purchaser Group Member to discharge it; and

         12.1.2   all reasonable costs and expenses properly incurred by the
                  Vendor in connection with any Tax Liability in respect of
                  which the Vendor can bring a claim under this paragraph 12 or
                  where the Vendor successfully takes any action to enforce
                  payment under this paragraph 12 in connection with the taking
                  of such action.



12.2     The provisions of PARAGRAPH 6 (due date for payment) and PARAGRAPH 7
         (Claims procedure) shall apply to this PARAGRAPH 12 as if the same were
         set out herein but replacing references to the Vendor with the
         Purchaser (and vice versa) and making any other necessary
         modifications.

12.3     The covenants contained in PARAGRAPH 12 shall not apply to a Tax
         Liability to the extent that the Vendor is liable to make a payment
         (and has not made such payment) in respect of that Tax Liability under
         PARAGRAPH 2 of this SCHEDULE 4.

13.      GENERAL

         All payments by the Vendor under this PART 2 of this SCHEDULE 4 will be
         treated as repayments by the Vendor of the Consideration paid for the
         Shares pursuant to this Agreement, provided that this PARAGRAPH 13 will
         not operate in any way to limit the liability of the Vendor under this
         Part 2 of this SCHEDULE 4.

PART 3 - TAX WARRANTIES

14.      RETURNS, RECORDS, DISPUTES AND CLEARANCES

14.1     All notices, returns, computations, registrations, information and
         payments which should have been made or supplied by a Group Member for
         any Taxation purpose have been made within the requisite periods and
         are up-to-date, correct and on a proper basis and none of them is, or
         so far as the Vendor is aware is likely to be, the subject of any
         dispute with any Taxation Authority.

14.2     No Group Member is involved in any dispute with any Taxation Authority
         and has not been the subject of any investigation or enquiry by any
         Taxation Authority (other than routine questions), no Taxation
         Authority has indicated that it intends to investigate the Taxation
         affairs of any Group Member and so far as the Vendor is aware there are
         no circumstances which are likely to give rise to any such
         investigation.

14.3     Each Group Member has punctually supplied all information requested by
         any Taxation Authority for any Taxation purpose.

14.4     All consents and clearances obtained by the Group Members from any
         Taxation Authority remain valid and effective and any transaction for
         which any such consent or clearance has been obtained has been carried
         into effect (if at all) only in accordance with the terms of the
         relevant consent or clearance, including the terms of the application
         for the relevant consent or clearance.



14.5     The Group Members have not negotiated with or been granted by any
         Taxation Authority any (in each case, material) dispensations,
         concessions, arrangements and agreements (whether formal or informal)
         which are not in accordance with the strict terms of the legislation
         and no action has been taken by or on behalf of a Group Member which
         has had or is likely to have the result of altering, prejudicing or in
         any way disturbing any such concession, arrangement or agreement.

15.      PENALTIES AND INTEREST

         No Group Member has within the period of 3 years ending on the date of
         this Agreement paid, and is not liable to pay, any fine, penalty,
         charge, surcharge or interest charged by virtue of any of the
         provisions of any Taxation Statute nor are there any circumstances
         which are likely to cause a Group Member to become liable to pay any
         fine, penalty, charge, surcharge or interest.

16.      TAXATION CLAIMS, LIABILITIES AND RELIEF

16.1     Each Group Member has sufficient records to fulfil its obligations
         under all Taxation Statutes and to enable it to make and complete
         returns for Taxation purposes and to calculate the liability to
         Taxation;

         16.1.1   in respect of or by reference to any Event on or before
                  Completion; or

         16.1.2   on the disposal of any asset owned by it at Completion.

16.2     Each Group Member has duly and properly made all Taxation claims,
         disclaimers, elections and surrenders and given all notices and
         consents and done all other things in respect of Taxation the making,
         giving or doing of which was assumed to have been made for the purposes
         of the Accounts, all such claims, disclaimers, elections, surrenders,
         notices, consents and other things have been accepted as valid by the
         relevant Taxation Authorities and none has been revoked or otherwise
         withdrawn.

16.3     No Group Member is, and will not become, liable to pay, or make
         reimbursement or indemnity in respect of, any Taxation (or amounts
         corresponding to any Taxation) payable by or chargeable on or
         attributable to any other person, whether in consequence of the failure
         by that person to discharge that Taxation within any specified period
         or otherwise, where such Taxation relates to a profit, income or gain,
         transaction, event, omission or circumstance arising, occurring or
         deemed to arise or occur (whether wholly or partly) on or prior to
         Completion.


      17.   DISTRIBUTIONS AND PAYMENTS

      17.1  Each Group Member has deducted and properly accounted to the
            appropriate Taxation Authority for all amounts which it has been
            obliged to deduct in respect of Taxation, has complied fully with
            all reporting requirements relating to all such amounts and has
            (where required by the applicable Taxation Statute) duly provided
            certificates of deduction of tax to the recipients of payments from
            which deductions have been made.

      17.2  No rents, interest, annual payments, payments to a present or former
            director or employee, or other sums paid or payable by a Group
            Member since the Accounting Date, or which a Group Member is under
            an obligation to pay, will be wholly or partially disallowable as
            deductions or charges in computing the profits of the Group Member
            for the purposes of corporation tax.

      18.   EMPLOYEE BENEFITS

      18.1  Each Group Member has properly made deductions, as required by the
            applicable Taxation Statute, from all payments made (including
            notional payments), or treated as made, to its directors, employees
            or officers or former directors, employees or officers or any
            persons required to be treated as such, and accounting to the
            Taxation Authority for all Taxation so deducted and for all Taxation
            chargeable on the Group Member on benefits provided for its
            directors, employees or officers, or former directors, employees or
            officers.

      18.2  No liability to social security contributions or obligation to
            deduct preliminary tax could fall on a Group Member as a result of a
            chargeable event before, at or after Completion in respect of
            securities and interests in securities made available or securities
            options granted to an employee or director prior to Completion.

      18.3  The Disclosure Letter contains full details of all share incentive
            schemes and profit sharing schemes and other employee benefits by
            each Group Member and all Group Members have complied with all
            statutory requirements in respect of such schemes and benefits.

      19.   TAX AVOIDANCE

            No Group Member has entered into or been a party to any scheme,
            arrangement or transaction designed wholly or mainly or containing
            steps or stages having no commercial purpose and designed wholly or
            mainly for the purpose of avoiding or






            deferring Taxation or reducing a liability to Taxation or amounts to
            be accounted for in respect of employees.

      20.   CAPITAL GAINS

            No Group Member has at any time acquired or disposed of any asset or
            entered into any transaction or arrangement whatsoever otherwise
            than by way of bargain at arm's length or in respect of which there
            may be substituted for the actual consideration given or received by
            the Group Member a different consideration for any Taxation purpose.

      21.   CAPITAL ALLOWANCES

            All depreciation made by each Group Member since the Accounting Date
            and all depreciation that may be incurred by a Group Member under
            any existing contract has qualified or will be capable of qualifying
            for capital allowances.

      22.   VAT: GENERAL

      22.1  The Group Members:

            22.1.1 are registered for Swedish VAT purposes and are not
                   registered or required to be registered for VAT or any
                   similar tax in any other jurisdiction;

            22.1.2 maintains complete, correct and up-to-date business records
                   for VAT and is not in arrears with any VAT payment or return
                   or in respect of Intrastats or excise or customs duties, or
                   liable to any abnormal or non-routine payment of VAT, or any
                   forfeiture or penalty, or to the operation of any penal
                   provision;

      22.2  The Group Members:

            22.2.1 have not within the period of six years prior to the year of
                   Completion failed to comply in any respect with all statutory
                   requirements, orders, provisions, directions or conditions
                   relating to VAT;

            22.2.2 have never been treated as, or applied for treatment as
                   members of a group for VAT purposes under Chapter 6 a VATA
                   and no transaction has been effected in consequence of which
                   a Group Member is or may be held liable for any VAT arising
                   from supplies made by another company.

      22.3  No goods or services supplied to the Group, or goods imported by the
            Group, are or have been used otherwise than for business purposes.



      22.4  The Group Members have not disposed of or acquired any business or
            assets as a transfer of a going concern as described in Chapter 3,
            section 25 of VATA.

      23.   VAT: PROPERTY TRANSACTIONS

      23.1  The Group Members do not lease or sublease any premises to another
            Group Member or a third party.

      24.   PAYMENT OF TAXATION

            Each Group Member has paid to the appropriate Taxation Authorities
            in due time all Taxation required to be paid by the Group Member
            according to filed Taxation returns or according to orders to pay
            issued by Taxation Authorities.

      25.   TRANSFER PRICING

            No Group Member has undertaken, or agreed to undertake, any
            transactions which are otherwise than on fully arm's length terms
            and there are no circumstances which could cause any Taxation
            Authority to make or require to be made any adjustment to the terms
            on which such transaction is treated as taking place.

      26.   ACCOUNTS AND SUBSEQUENT EVENTS

      26.1  Each Group Members' Accounts fully provide or reserve, in accordance
            with the accounting policies set out in the notes included in the
            Accounts, for all Taxation (including deferred tax for which a Group
            Member is or may be liable, or for which it may be accountable) as
            at the Accounting Date.

      26.2  Each Group Members' Accounts contain adequate reserves or provision
            for all unpaid Taxation related to the period before Completion and
            thus none of the Group Members will be liable for any Taxation
            exceeding the reserves contained in the Accounts, including
            Completion Accounts, for any period ending on the date of Completion
            and all fiscal periods prior thereto. The Completion Accounts will
            accordingly contain reserves for Taxation related to the current
            fiscal period.



                                   SCHEDULE 5

                            COMPLETION ARRANGEMENTS

            1.    Completion

            1.1   Completion shall take place on 7 September 2004 at the offices
                  of the Purchaser's Solicitors in London.

            1.2   At Completion, the following events shall take place, which
                  shall be deemed to have taken place simultaneously:

            (i)   The Purchaser shall present a written approval from the County
                  Administrative Board in Stockholm approving the Purchaser as
                  purchaser of the Company and, indirectly, its subsidiary AB
                  Svensk Pantbelaning.

            (ii)  The Vendor shall present a signed application for annulment of
                  the lost share certificates in the Company in a form
                  satisfactorily to the Purchaser, which shall be registered
                  with the relevant court within seven (7) days from completion
                  SCHEDULE 1.2(ii).

            (iii) Documents in the agreed form showing the authority to sign for
                  the Vendor, The Rutland Partnership (and others) ( referred to
                  as "Rutland" in this Schedule 5) and the Purchaser shall be
                  presented. Powers of attorney in the agreed form shall be
                  presented where the Vendor, Rutland or the Purchaser is unable
                  to attend in person at Completion.

            (iv)  The Agreement shall be duly executed by the Vendor and the
                  Purchaser.

            (v)   The Purchaser shall pay the Consideration to the Vendor by;

            (a)   effecting an electronic funds transfer of the Provisional
                  Cash Consideration by to the Vendor's Solicitors' client
                  account with National Westminister Bank P.O Box 221, Connaught
                  House 65 Aldwych, London WC2B 4 EJ, Sort Code 56-00-13,
                  Account Number 364 497 09 or by such other method as may be
                  agreed between the parties;



                                                                            2(5)

            (b)   the issue and delivery to Vendor of the A Note following a
                  resolution by the board of directors of the Purchaser in
                  accordance with SCHEDULE 1.1(iii)(b); and

            (c)   the subscription, payment (with payment by way of set-off) and
                  delivery to Vendor of the B Note, following execution of the
                  Set-off Agreement attached in SCHEDULE 1.1 (iii)(c) hereto and
                  a resolution by the general meeting of shareholders of the
                  Purchaser, all in accordance with SCHEDULE 1.1 (iii)(c).

            (vi)  The Vendor shall procure that the board of directors of the
                  Company enters the Purchaser as owner of the Shares in the
                  share ledger (Sw: aktiebok) of the Company and cause the
                  Company to keep available its share ledger with the change of
                  ownership duly noted. The Vendor shall also present up-to-date
                  share ledgers of the other Group Members stating that no share
                  certificates have been issued by the board in the respective
                  other Group Members.

            (vii) The Securities Holders' Agreement attached as SCHEDULE 1.1
                  (vii) hereto shall be duly executed.

            (viii) The Vendor shall, to the extent requested by the Purchaser,
                  procure that the current board of directors and the auditor of
                  the Group Members set forth in SCHEDULE 1.1 (viii) shall
                  submit resignation letters in a form satisfactory to the
                  Purchaser with waivers of any claims such board directors may
                  have on the Group Members in the form set out in Schedule 1.1
                  (vii).

            (ix)  The Vendor shall, to the extent requested by the Purchaser,
                  cause the Group Members to issue general powers of attorney in
                  a form satisfactory to the Purchaser enabling the persons
                  appointed by the Purchaser to sign for and on behalf of the
                  Group Members, until any new directors and signatories of the
                  Group Members have been duly registered in the Companies
                  Register in the form set out in SCHEDULE 1.1 (ix).

            (x)   The Vendor shall cause all authorised powers of attorney
                  (other than those held by the officers of the Group Members,
                  if any,) to be revoked effective as of Completion.

            (xi)  The Vendor shall cause each Group Member to be released from
                  any guarantee, indemnity, counter-indemnity, letter of comfort
                  or other obligation



                                                                            3(5)

                  given by such Group Member to any third party in respect of a
                  liability of any person other than a Group Member, as
                  applicable.

            (xii) The Purchaser shall cause the Vendor to be released from the
                  parent guarantee, given by the Vendor to SEB as further
                  detailed in SCHEDULE 4.2 to the Agreement.

            (xiii) The Vendor shall cause the repayment, and will procure that
                  each Associated Company will repay, all amounts owed by the
                  Vendor or any Associated Company to any Group Member whether
                  due for payment or not, as applicable.

            (xiv) The Purchaser shall procure that extraordinary shareholders'
                  meetings are held in each Group Member in order to appoint new
                  board directors and auditors of each Group Member in
                  replacement of those appointed by the Vendor who resign at
                  Completion set forth in SCHEDULE 1.1 (xiv).

            1.3   REGISTRATION OF THE ISSUE OF THE B NOTE

                  The Purchaser shall immediately following Completion file an
                  application for registration of the decision to issue the B
                  Note with the Companies Register.

            1.4   CERTIFICATES AND DOCUMENTS

            1.4.1 The Vendor shall immediately following Completion deliver to
                  the Purchaser all papers, books, records, keys, credit cards
                  and other property (if any) of each Group Member which are in
                  the possession or under the control of the Vendor or any other
                  person who resigns as an officer of any Group Member in
                  accordance with this Schedule.

            1.4.2 Each party shall immediately following Completion deliver to
                  the other all certificates and other documents required to be
                  delivered by such party under this Agreement, and all such
                  further documents as such other party may reasonably require
                  in connection with Completion.

            1.5   SECTION 338 ELECTION

                  (i)   With respect to the acquisition of the Shares hereunder,
                        the Vendor and the Purchaser shall jointly make a timely
                        election provided for by Section 338(h)(10) of the Code
                        and Section 1.338(h)(10)-l of the



                                                                            4(5)

                        United States Treasury regulations (and any comparable
                        election under state or local laws) (collectively, the
                        "Election"). To the extent possible, the Purchaser and
                        the Vendor agree to execute at Completion all forms of
                        any nature necessary to effectuate the elections
                        (including, but not limited to, United States Internal
                        Revenue Service Form 8023 (Elections Under Section 338
                        for Corporations Making Qualified Stock Purchases) and
                        Form 8883 (Asset Allocation Statement Under Section
                        338), and any similar forms under applicable state or
                        local law) (the "Section 338 Forms"), in the form set
                        out in SCHEDULE 1.5. If any Section 338 Forms are not
                        executed at Completion, Vendor and Purchaser shall as
                        promptly as practicable following Completion, cooperate
                        with each other and take all actions necessary and
                        appropriate (including filing such Section 338 Forms and
                        other documents as may be required) to effect and
                        preserve a timely Election in accordance with the
                        provisions of Section 338(h)(10) of the Code and Section
                        1.338(h)(10)-l of the United States Treasury regulations
                        (or any comparable provision of state or local tax law).
                        The Vendor and the Purchaser shall each cause the
                        Section 338 Forms to be duly executed by an authorized
                        person and shall duly and timely file the Section 338
                        Forms in accordance with applicable tax laws and in
                        accordance with this Agreement. On all filings with
                        United States federal and local taxing authorities, the
                        Vendor and the Purchaser shall report the acquisition by
                        the Purchaser of the Shares pursuant to this Agreement
                        consistent with the Elections and shall take no position
                        contrary thereto or inconsistent therewith in any United
                        States tax return, any discussion with or proceeding
                        before any United States taxing authority, or otherwise.

                  (ii)  The Purchaser shall not make an election provided for by
                        Section 338(g) of the Code with respect to the deemed
                        purchase of shares of any Group Member other than the
                        Company as a result of the Election described in the
                        paragraph above.

                  (iii) The Vendor shall deliver an IRPTA Certificate to the
                        Purchaser stating that no Group Member is, or has been,
                        a so-called "U.S. real property holding corporation".



                                                                            5(5)

                  (iv)  The parties agree that all costs in relation to the
                        Section 338 Election described herein shall be borne by
                        the Vendor.

            1.6   SHAREHOLDERS' MEETING

                  The Purchaser shall, subject to the auditor's approval,
                  procure that the retiring board members and alternates as well
                  as the managing director of each Group Member shall be
                  discharged from liability as members of the board and managing
                  director as regards the period of their offices up to and
                  including Completion, at the next annual general meeting of
                  shareholders, subject to the auditors of the Group Members not
                  recommending against such discharge.



                                   SCHEDULE 6

                                   THE LEASES



                                                               6 September 2004

           
BINDER B. 5.1.2

B.5.1.2.1     AB Svensk Pantbelaning - Miscellaneous
              B.5.1.2.1.1   Future Operating Lease Commitment Schedule as of 021231
              B.5.1.2.1.2   Future Operating Lease Commitment Schedule as of 011231

B.5.1.2.2     Gothenburg, Kommendorsgatan
              B.5.1.2.2.1   Notice of Termination re Apartment at Kommendorsgatan, Dated 040324
              B.5.1.2.2.2   Lease Contract Between Olle and Inger Fjordgren and Pant Intressenter,
                            Dated 910109

B.5.1.2.3     Stockholm, Biblioteksgatan, 2nd Floor
              B.5.1.2.3.1   Letter from SEB Fastighetsforvaltning, Dated 010119
              B.5.1.2.3.2   Lease Contract Between Trygg-Hansa Livforsakrings AB (publ) and
                            Svensk Pantbelaning AB, re Bilblioteksgatan 3, apt. 0293, Dated 981216
              B.5.1.2.3.3   Lease Contract Between Trygg - Hansa Livforsakrings AB (publ) and
                            Svensk Pantbelaning AB, re Norrmalmsstorg 16, apt 0112, Dated 981216

B.5.1.2.4     Stockholm, Biblioteksgatan, 1st Floor and Basement

              B.5.1.2.4.1   Lease Contract Between Trygg -Hansa Livforsakrings AB (publ)and
                            Svensk Pantbelaning AB, re Bilblioteksgatan 3, apt. 0213, Dated 981216
              B.5.1.2.4.2   Lease Contract Between Trygg - Hansa Livforsakrings AB (publ) and
                            Svensk Pantbelaning AB, re Bilblioteksgatan 3, apt. 0195, Dated 991029

B.5.1.2.5     Orebro
              B.5.1.2.5.1   Lease Contract Between Orebro Arbetareforening and AB
                            Svensk Pantbelaning, re Olaigatan 8-10, Orebro, Dated 030101
              B.5.1.2.5.2   Lease Contract Between Orebro Arbetareforening u.p.a and Aktiebolaget
                            Svensk Pantbelaning, re Olaigatan 10, Orebro, Dated 980720

B.5.1.2.6     Vasteras
              B.5.1.2.6.1   Amendment to Lease Contract Between Nils Olof Carlsson Broman and AB
                            Pantbelaning, Dated 930225
              B.5.1.2.6.2   Lease Contract Between Nils Olof Carlsson Broman and AB Pantbelaning,
                            re Erik Hahrs Gata 2, Vasteras, Dated 901210

B.5.1.2.7.    Uppsala
              B.5.1.2.7.1   Lease Contract Between HSB:s Brf Hasten and U-A Varubelaning AB re
                            Dragarbrunnsgatan 53, Uppsala, Dated 891127
              B.5.1.2.7.2   Letter from Upplands Boservice AB, Dated 980515

B.5.1.2.8     Stockholm City
              B.5.1.2.8.1   Lease Contract Between Livforsakringsaktiebolaget Skandia (publ) and AB
                            Svensk Pantbelaning, re Vasagatan 8-10, Stockholm, Dated 991005
              B.5.1.2.8.2   Guarantee Issued by SEB, Dated 991122

B.5.1.2.9     Stockholm, St. Eriksgatan
              B.5.1.2.9.1   Agreement Between Fastighets AB Danmark Nr 28 & Co, KB and AB
                            Pantbelaning, Dated 911018
              B.5.1.2.9.2   Lease Contract Between AB Kv Danmark Nr 28 & Co, KB and AB
                            Pantbelaning, re S:t Eriksgatan 20, Stockholm, Dated 871021

B.5.1.2.10    Stockholm, Gotgatan
              B.5.1.2.10.1  Lease Contract Between Hiby AB and AB Svensk Pantbelaning, re
                            Gotgatan 34,.Stockholm, Dated 011019
              B.5.1.2.10.2  Amendment Agreement Between Hiby AB and AB Svensk Pantbelaning,
                            Dated 980424



                                                                               8


                                                                6 September 2004
           
              B.5.1.2.10.3  Lease Contract Between Hiby AB and AB Svensk Pantbelaning, re
                            Gotgatan 34, Stockholm, Dated 920210

B.5.1.2.11    Stockholm, Birger Jarlsgatan
              8.5.1.2.11.1  Lease Contract Between Humlegarden Nybroviken AB and AB Svensk
                            Pantbelaning, re Birger Jarlsgatan 12, Stockholm, Dated 021003
              B.5.1.2.11.2  Notice of Termination, Dated 011210
              B.5.1.2.11.3  Lease Contract Between Humlegarden Nybroviken AB and AB Svensk
                            Pantbelaning, re Birger Jarlsgatan 12, Stockholm, Dated 990617

B.5.1.2.12    Sodertalje
              B.5.1.2.12.1  Letter and Notice of Termination from Fastighets AB Karlavagnen, Dated
                            001217
              B.5.1.2.12.2  Amendment Agreement Between Fastighets AB Karlavagnen and AB
                            Svensk Pantbelaning, Dated 011109
              B.5.1.2.12.3  Letter and Notice of Termination from Fastighets AB Karlavagnen, Dated
                            001214
              B.5.1.2.12.4  Lease Contract Between KB Luna/Fastighets AB Karlavagnen and AB
                            Svensk Pantbelaning, re Nygatan 16, Sodertalje, Dated 961104

B.5.1.2.13    Goteborg, Rosenlundsgatan
              B.5.1.2.13.1  Amendment agreement Between Gamla Livforsakringsaktiebolaget SEB
                            Trygg Liv (publ) and AB Svensk Pantbelaning, Dated 991027
              B.5.1.2.13.2  Lease Contract Between Trygg - Hansa Omsesidig Livforsakring and AB
                            Svensk Pantbelaning, re Rosenlundsgatan 4, Goteborg, Dated 930526

B.5.1.2.14    Malmo, Ostergatan
              B.5.1.2.14.1  Lease Contract Between Wihlborgs Fastigheter i Helsingborg AB and AB
                            Svensk Pantbelaning, re Ostergatan 26-28, Malmo, Dated 990727

B.5.1.2.15    Malmo, Bergsgatan
              B.5.1.2.15.1  Lease Contract Between Annakarin Svensson and AB Svensk Pantbelaning,
                            re Bergsgatan 1, Malmo, Dated 950116

B.5.1.2.16    Malmo, Andralundsvagen
              B.5.1.2.16.1  Lease Contract Between Annakarin Svensson and AB Svensk Pantbelaning,
                            re Andrelundsvagen 5, Malmo, Dated 000228

B.5.1.2.17    Danderyd, Vendevagen
              B.5.1.2.17.1  Lease Contract Between Trygg Hansa Forsakrings AB/Svenska
                            Akeriforbundet and CA II Pantbelaning AB, re Vendevagen 90, apt 0164,
                            Danderyd, Dated 001031
              B.5.1.2.17.2  Lease Contract Between Trygg Hansa Forsakrings AB/Svenska
                            Akeriforbundet and CA II Pantbelaning AB, re Vendevagen 90, apt 1003,
                            Danderyd, Dated 001031
              B.5.1.2.17.3  Lease Contact Between Trygg Hansa Forsakrings AB/Svenska
                            Akeriforbundet and CA II Pantbelaning AB, re Garage, Danderyd, Dated
                            031229
              B.5.1.2.17.4  Lease Contract Between Trygg Hansa Forsakrings AB/Svenska
                            Akeriforbundet and CA II Pantbelaning AB, re Garage, Danderyd,
                            Dated 001031
              B.5.1.2.17.5  Notice of Termination, Dated 031216

B.5.1.2.18    Stockholm, Gotgatan, Gullmarsplan
              B.5.1.2.18.1  Lease Contract Between Hiby AB and Svensk Pantbelaning AB, re
                            Gotgatan 34, apt 0005, Stockholm, Dated 030306
              B.5.1.2.18.2  Amendment Agreement Between Gamla Livforsakringsaktiebolaget SEB
                            Trygg Liv (publ) and AB Svensk Pantbelaning, Dated 030228



                                                                               9



                                                                6 September 2004
           
B.5.1.2.19    Stockholm, Gullmarsplan
              B.5.1.2.19.1  Lease Contract Between Gullmars Fastighetsforvaltning HB and Svensk
                            Pantbelaning AB, re Gullmarsplan 4-6, Stockholm, Dated 030228
B.5.1.2.20    Stockholm, "Auction Hall"
              B.5.1.2.20.1  Agreement of Transfer of Lease Contract Between AMF Pension and
                            Svensk Pantbelaning AB, re Sveavagen 64, Stockholm, Dated 040223



                                                                              10



                                   SCHEDULE 7

                           LIMITATIONS ON WARRANTIES

1.    PARAGRAPH 4 shall apply in circumstances where the Vendor has paid to the
Purchaser an amount in respect of a Relevant Claim (other than a Relevant Claim
under the Taxation Warranties in which case PARAGRAPH 10 of SCHEDULE 4 shall
apply) and subsequent to the making of such payment the Purchaser or the Group
Member recovers from some other person a sum which is referable to that payment.

2.    PARAGRAPH 5 shall apply in circumstances where the Vendor has paid to the
Purchaser an amount in respect of a Relevant Claim and subsequent to the making
of such payment the Purchaser or the Company becomes or shall become entitled to
recover from some other person a sum which is referable to that payment.

3.    PARAGRAPH 5 shall apply in circumstances where:

3.1   any claim is made by a third party against the Purchaser or a Group Member
      which is reasonably likely to give rise to a Relevant Claim (other than a
      Relevant Claim under the Taxation Warranties in which case PARAGRAPH 7 OF
      SCHEDULE 4 shall apply) by the Purchaser against the Vendor; or

3.2   the Purchaser or a Group Member is or is reasonably likely to be entitled
      to make recovery from some other person of any sum in respect of any facts
      or circumstances by reference to which the Purchaser has or is reasonably
      likely to have a Relevant Claim against (other than a Relevant Claim under
      the Taxation Warranties in which case PARAGRAPH 7 and 10 OF SCHEDULE 4
      shall apply) the Vendor.

4.    In the circumstances referred to in PARAGRAPH 1 above the Purchaser shall
      reasonably promptly repay to the Vendor (less any reasonable costs and
      expenses incurred in recovering the same) an amount equal to the amount
      recovered or, if lower, the amount paid by the Vendor to the Purchaser.

5.    The Purchaser shall:

5.1   notify the Vendor of any claim made against the Purchaser as referred to
      in PARAGRAPH 1, or any right of recovery which is or is reasonably likely
      be available, as referred to in PARAGRAPHS 3.1 and 3.2, as soon as
      reasonably practicable after the Purchaser becomes aware of the same
      PROVIDED THAT a failure on the part of the Purchaser to notify the Vendor
      in this manner shall not operate to prevent the Purchaser from bringing a
      Relevant Claim in relation to any relevant facts or



      circumstances save to the extent that such a failure to notify increases
      the quantum of any such Relevant Claim; and

5.2   keep the Vendor informed of all material developments in relation to any
      claim, or right of recovery, as referred to in PARAGRAPH 2; and

5.3   at the Vendor's cost provide such material information and documentation
      (no matter how it is recorded or stored) as the Vendor shall reasonably
      request in connection with any claim, or right of recovery, as referred to
      in PARAGRAPH 2.

6.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that a specific allowance, provision or reserve in respect
      of the matter or thing giving rise to such Relevant Claim has been made in
      the Accounts or the Management Accounts.

7.    No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the amount of such Relevant Claim is actually
      recovered by the Purchaser under any of its policies of insurance provided
      that the Purchaser is paid out in full under the relevant insurance
      policy.

8.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that such Relevant Claim would not have arisen (or the
      amount of the Relevant Claim would not have been increased) but for a
      change in legislation made after the date hereof or a change in the
      interpretation of the law after the date hereof (whether or not such
      change purports to be effective retrospectively in whole or in part) or if
      such Relevant Claim would not have arisen (or the amount of the Relevant
      Claim would not have been increased) but for any judgement delivered after
      the date hereof.

9.    No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that such Relevant Claim would not have arisen but for a
      voluntary omission or a voluntary act outside the ordinary course of
      business of the Purchaser occurring after Completion.

10.   The Purchaser shall not be entitled to bring any Relevant Claim in respect
      of any act or omission whatsoever carried out at the written request or
      with the written approval of the Purchaser prior to Completion or which is
      expressly authorised by this Agreement.

11.   No liability shall attach to the Vendor in respect of any Relevant Claim
      to the extent that the Relevant Claim is based upon a liability which is
      contingent only or is



      otherwise not capable of being quantified unless and until such liability
      ceases to be contingent and becomes an actual liability or becomes capable
      of being quantified, as the case may be provided that such Relevant Claim
      shall have been notified to the Vendor in accordance with CLAUSE 6.

12.   The Purchaser shall not be entitled to recover damages or otherwise obtain
      payment, reimbursement, restitution or indemnity from the Vendor more than
      once for the same loss or damage.

13.   No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the breach giving rise to such Relevant Claim is
      capable of remedy (without cost or loss to the Purchaser) except to the
      extent that the relevant breach remains unremedied (without such cost)
      after the expiry of 30 days following receipt by the Vendor of notice from
      the Purchaser giving reasonable particulars of the relevant breach and
      requiring it to be so remedied and after such remedy by the Vendor the
      Purchaser or the relevant Group Member have not suffered a loss.

14.   No liability shall attach to the Vendor in respect of any Relevant Claim
      if and to the extent that the liability or other matter giving rise to
      such Relevant Claim is primarily attributable to any act, event, omission
      or default which occurred prior to 28 February 1992 unless such act,
      event, omission or default was known or ought reasonably to have been
      known to the Vendor at the date hereof.

15.   Subject to the provisions OF CLAUSE 12.2 and 12.3, the liability of the
      Vendor in relation to a Relevant Claim in relation to a Group Member shall
      cease and any such subsisting Relevant Claim shall be withdrawn upon such
      Group Member, ceasing for any reason to be an Associated Entity (as
      defined in CLAUSE 12) of the Purchaser.

16.   In assessing any damages or other amounts recoverable pursuant to a
      Relevant Claim there shall be taken into account the value of any direct
      benefit accruing to the Purchaser in consequence of the matter or
      circumstances giving rise to the Relevant Claim pursuant to which the
      damages or such other amounts become recoverable, including, without
      prejudice to the generality of the foregoing, any amount of any tax relief
      actually obtained by the Purchaser and any amount by which any Tax for
      which the Purchaser is assessed or made accountable is actually reduced or
      extinguished as a direct consequence of such matter or circumstances.

17.   Following a Relevant Claim (other than a Relevant Claim under the Taxation
      Warranties in which case PARAGRAPH 7 of SCHEDULE 4 shall apply) being made
      against the Vendor the Purchaser shall make available to accountants and
      other professional advisers appointed by the Vendor copies of any material
      relevant



      documentation (but, for the avoidance of doubt, excluding any privileged
      documentation) as the Vendor may reasonably request (at the Vendor's cost)
      specifically in connection with such Relevant Claim PROVIDED THAT nothing
      in this paragraph shall prevent or limit the Purchaser from commencing
      legal proceedings against the Vendor in such manner and at such time as it
      deems appropriate.

18.   The Purchaser acknowledges and agrees that, save for the Warranties and
      the documents referred to at PARAGRAPH 4 of SCHEDULE 3, it has not relied
      in relation to the purchase of the Shares on, or been induced to enter
      into this agreement by, any information (written or oral), statements or
      warranties or representations of any description made, supplied or given
      by or on behalf of the Vendor or the officers, agents, employees or
      advisers of the Vendor in relation to the assets and liabilities of the
      Group Members, their value or amount, or the businesses or affairs of the
      Group Members or otherwise.

19.   Without prejudice and subject to the provisions of PARAGRAPH 14, the
      Purchaser irrevocably and unconditionally waives any right it might have
      to claim damages for breach of any warranty not contained in this
      Agreement.

20.   The parties shall have no right to rescind this Agreement.

21.   The Purchaser hereby waives and relinquishes any right of set-off or
      counterclaim, deduction or retention which the Purchaser might otherwise
      have in respect of any Relevant Claim or out of any payments which the
      Purchaser may be obliged to make (or procure to be made) to the Vendor
      pursuant to this Agreement.

22.   Save in respect of the matters set out at PARAGRAPH 4 of SCHEDULE 3, the
      Purchaser acknowledges and agrees that the only Warranties given in
      relation to:

22.1  Intellectual Property Rights, Software, Computer Systems and Information
      technology are those set out in PARAGRAPHS 6 AND 7 of SCHEDULE 3;

22.2  Property are those set out in PARAGRAPH 8 of SCHEDULE 3;

22.3  Environment and EHS Matters are those set out in PARAGRAPH 9 of SCHEDULE
      3;

22.4  the employment of any past or present employee of any Group Member are
      those set out in PARAGRAPH 10 of SCHEDULE 3;

22.5  Pensions issues are those set out in PARAGRAPH 11 of SCHEDULE 3;



22.   Contracts other than matters relating to pawnbroker compliance are those
      set out in PARAGRAPHS 12-14 of SCHEDULE 3.



                                   SCHEDULE 8

                        ADJUSTMENT OF CASH CONSIDERATION

1.    COMPLETION ACCOUNTS

1.1   The Vendor and the Purchaser will procure that after Completion,
      Completion Accounts for the Group will be prepared and reported on in
      accordance with the provisions of this SCHEDULE 8.

1.2   The Completion Accounts will consist of a statement showing the Cash and
      the Indebtedness of the Group as at the close of business on the date of
      Completion.

1.3   The Completion Accounts will be prepared (subject as otherwise provided),
      in the order of priority shown in this paragraph 1.3:

1.3.1 in accordance with the definitions of "Cash" and "Indebtedness" contained
      in CLAUSE 1 of this Agreement;

1.3.2 adopting the accounting and valuation principles applied for the purposes
      of the Accounts; and

1.3.3 in accordance with the historical cost convention and with accounting
      principles generally accepted in Sweden (including Accounting Standards)
      in each case as at the Accounting Date.

2.    PROCEDURE

2.1   Forthwith after Completion the Vendor will provide to the Purchaser and,
      where requested, the Purchaser's Accountants, upon request, with access
      during normal working hours on any Business Day to those documents,
      records and information within its possession or control which the
      Purchaser or the Purchaser's Accountants may reasonably require for the
      purpose of preparing the draft Completion Accounts.

2.2   Within 7 Business Days after the date of Completion the Purchaser will
      prepare and deliver to the Vendor a final draft of the Completion
      Accounts. For the avoidance of doubt once the draft Completion Accounts
      have been delivered by the Purchaser it may not vary or amend the same.



2.3   The Vendor will review the draft Completion Accounts as delivered by the
      Purchaser under this Schedule, such review to be completed within 7
      Business Days of such delivery. The Vendor will notify the Purchaser by
      one written notice within such period whether or not it accepts them as
      complying with PARAGRAPH 1 of this Schedule. The Purchaser will ensure
      that the Vendor and, where requested, the Vendor's Accountants, upon
      request, are given access during normal working hours on any Business Day
      to all documents, records and information they may reasonably require to
      enable the Vendor to make its decision. If the Vendor does not so notify
      the Purchaser within 7 Business Days of delivery of the draft Completion
      Accounts then the Vendor will be deemed to have accepted the draft
      Completion Accounts as complying with PARAGRAPH 1.

2.4   If the Vendor notifies the Purchaser of any objection pursuant to
      PARAGRAPH 2.3 then:

2.4.1 the Vendor will or will procure that the Vendor's Accountants set out in
      reasonable detail their reasons for such non-acceptance and specify the
      adjustments that in their opinion should be made to the draft Completion
      Accounts in order to comply with PARAGRAPH 1 and provide supporting
      evidence for each such adjustment;

2.4.2 the Vendor and the Purchaser will use all reasonable endeavours to procure
      that the Vendor's Accountants and Purchaser's Accountants provide the
      Purchaser and the Purchaser's Accountants or the Vendor and the Vendor's
      Accountants (as the case may be), upon request, with access during normal
      working hours on any Business Day to all such documents and working papers
      relating to their preparation of the Completion Accounts or reasons for
      non-acceptance (as the case may be) and proposed adjustments to the
      Completion Accounts referred to in PARAGRAPH 2.4.1; and

2.4.3 the Vendor and the Purchaser will and where relevant, will procure that
      the Vendor's Accountants and the Purchaser's Accountants respectively use
      all reasonable endeavours to reach agreement upon the adjustments needed
      to meet the objections of the Vendor or Vendor's Accountants (as the case
      may be).

2.5   If the Vendor or the Vendor's Accountants and the Purchaser or Purchaser's
      Accountants do not reach agreement within 14 days after service of the
      Vendor's or Vendor's Accountants' notice of non-acceptance under PARAGRAPH
      2.3 then the matter(s) in dispute will be referred to the decision of a
      single independent chartered accountant or an independent firm of
      chartered accountants (in either



      case, the "Independent Accountant") to be agreed upon between them or (in
      default of such agreement) to be selected (at the instance of either of
      them) by the Chairman for the time being of the Swedish Institute of
      Authorised Public Accountants. The Independent Accountant (whose costs
      will be paid as the Independent Accountant will direct) will act as expert
      (and not as arbitrator) and the decision of the Independent Accountant
      shall (in the absence of manifest error) be final and binding on the
      parties. It is the parties' intention that the Independent Accountant will
      perform his task within 20 Business Days if practicable and they shall
      encourage him to do so.

2.6   The Vendor and the Purchaser will use all reasonable endeavours to provide
      all such working papers, documents and other information as is requested
      by the Independent Accountant and will procure that the Independent
      Accountant is requested to state, when giving his decision on the
      matter(s) referred to him, what adjustments (if any) need to be made to
      the draft Completion Accounts in order that it will comply with PARAGRAPH
      1.

2.7   If the Vendor and the Purchaser reach agreement on (or pursuant to
      PARAGRAPH 2.3 the Vendors are deemed to have accepted) the Completion
      Accounts, or if the Completion Accounts are finally determined at any
      stage in the procedure set out in this PARAGRAPH 2, the Completion
      Accounts as so agreed or determined will be the Completion Accounts for
      the purposes of this Agreement and shall be final and binding on the
      Purchaser and the Vendor and the amount of the Cash and Indebtedness shall
      be such amount as reflected in the Completion Accounts.

2.8   Each of the Vendor and the Purchaser will pay its own costs and expenses
      in connection with the preparation and agreement of the Completion
      Accounts including, where applicable, any costs associated with
      presentation of its case to the Independent Accountant (it being
      acknowledged that the costs of the Independent Accountant will be dealt
      with in accordance with PARAGRAPH 2.5 above).

3.    ADJUSTMENT OF CASH CONSIDERATION

3.1   When the Completion Accounts have become final and binding pursuant to
      PARAGRAPH 2 the Cash Consideration shall be calculated as follows;

      Cash Consideration = SEK 191,496,902 + A - B

      where A is Cash at Completion; and B is Indebtedness at Completion.



3.2   The amount of any increase or reduction in the Provisional Cash
      Consideration by reference to the final Cash Consideration figure referred
      to in PARAGRAPH 3.1 will be paid by the Purchaser (in the case of an
      increase to the Provisional Cash Consideration) or the Vendor (in the case
      of a reduction to the Provisional Cash Consideration), as the case may be,
      to the other, within 10 Business Days after the Completion Accounts have
      become final and binding and any amount not paid when due shall carry
      interest in accordance with CLAUSE 10 of this Agreement.

3.3   Provided PARAGRAPH 3 has been complied with in full the Purchaser will
      have no claim against the Vendor under this Agreement in respect of any
      liability or deficiency to the extent that such liability or deficiency is
      taken into account in the Completion Accounts but otherwise preparation
      and acceptance of the Completion Accounts by the Purchaser will be without
      prejudice to any claim which the Purchaser may have against the Vendor in
      respect of any breach of the Warranties or under PART 2 of SCHEDULE 4.

3.4   All sums payable under this Schedule will be paid by electronic transfer
      to the relevant party's bank account, which details shall be provided by
      the relevant party to the other within 3 Business Days of the Completion
      Accounts becoming final and binding.



SIGNED by THOMAS A. BESSANT JR.          )

duly authorised for and on behalf of     )

CASH AMERICA INTERNATIONAL, INC          )

SIGNED by PAUL CARTWRIGHT AND BENSLATTER )

duly authorised for and on behalf of     )

GULDSKALEN D 409 AB

EX-10.1

                                                                    EXHIBIT 10.1

                        CASH AMERICA INTERNATIONAL, INC.

                        AMENDMENT NO. 1 TO NOTE AGREEMENT

                                                         As of September 7, 2004

To the Persons Named on
Annex 1 Hereto

Ladies and Gentlemen:

      Cash America International, Inc., a Texas corporation (hereinafter, the
"COMPANY"), together with its successors and assigns, agrees with you as
follows:

1.    PRELIMINARY STATEMENTS.

      1.1.  NOTE ISSUANCE, ETC.

      The Company issued and sold $42,500,000 in aggregate principal amount of
its 7.20% Senior Notes due August 12, 2009 (as they may be amended, restated or
otherwise modified from time to time, the "SENIOR NOTES") pursuant to that
certain Note Agreement, dated as of August 12, 2002 (as in effect immediately
prior to giving effect to the Amendments (as defined below) provided for hereby,
the "EXISTING NOTE AGREEMENT", and as amended hereby, the "NOTE AGREEMENT"). The
register for the registration and transfer of the Senior Notes indicates that
the parties named in Annex 1 (the "CURRENT HOLDERS") to this Amendment No. 1 to
Note Agreement (this "AMENDMENT AGREEMENT") are currently the holders of the
entire outstanding principal amount of the Senior Notes.

2.    DEFINED TERMS.

      Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Note Agreement.

3.    AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

      Subject to Section 5, the Existing Note Agreement is amended as provided
for by this Amendment Agreement as follows:

      3.1. SECTION 2.01; DEFINITIONS. Section 2.01 of the Existing Note
Agreement shall be and is hereby amended by inserting into such Section, in its
proper alphabetical order, the following definition:

      "FOREIGN ENTITY SALES" means the sale by the Company or any Subsidiary of
substantially all of the capital stock of each of (i) Harvey & Thompson Limited,
a limited liability company organized under the laws of the United Kingdom, and
(ii) CAII Pantbelaning, AB, a joint stock company organized under the laws of
Sweden."



      3.2. SECTION 2.01; DEFINITION OF CONSOLIDATED TANGIBLE NET WORTH. The
definition of "CONSOLIDATED TANGIBLE NET WORTH" set forth in Section 2.01 of the
Existing Note Agreement shall be and is hereby amended by adding, at the end
thereof, the following:

      "For the avoidance of doubt, Consolidated Tangible Net Worth shall be
      calculated giving effect to all past and future gains and losses of
      Subsidiaries and other entities which are not Consolidated Subsidiaries,
      in each case as provided by GAAP."

      3.3. SECTION 5.07; ASSET SALE OFFER OF PREPAYMENT. Section 5 of the
Existing Note Agreement is hereby amended by inserting a new Section 5.07 at the
end thereof to read in its entirety as follows:

      "5.07 ASSET SALE OFFER OF PREPAYMENT.

      (a) Notice and Offer. In the event that the Company makes an offer (the
      "Prepayment Offer") to prepay the Notes pursuant to Section 8.16 hereof,
      the Company will give written notice of such offer to each holder of Notes
      by telecopy and, simultaneously with the sending of such telecopied
      notice, send a copy of such notice to each such holder via an overnight
      courier of international reputation. Such written notice shall contain,
      and such written notice shall constitute, an irrevocable offer to prepay,
      at the election of each holder, a portion of the Notes held by such holder
      equal to such holder's Ratable Portion (defined in Section 8.16) on a date
      specified in such notice (the "Transfer Prepayment Date") that is not less
      than thirty (30) days and not more than forty-five (45) days after the
      date of such notice. If the Transfer Prepayment Date shall not be
      specified in such notice, the Transfer Prepayment Date shall be the
      thirtieth (30th) day after the date of such notice. If the Company shall
      not have received a written response to such notice from a holder of Notes
      within ten (10) days after the delivery of such telecopied notice to such
      holder of Notes, then the Company shall immediately send a second written
      notice via an overnight courier of international reputation to each such
      holder of Notes who shall not have previously responded to the Company.

      (b) Acceptance and Payment. To accept such Prepayment Offer, a holder of
      Notes shall cause a notice of such acceptance to be delivered to the
      Company not later than twenty (20) days after the date of such first
      written notice (or not later than ten (10) days in the case of such second
      written notice) from the Company, provided, that failure to respond to
      such offer in writing within ten (10) days after the delivery of the
      second written notice shall be deemed to be acceptance of the Prepayment
      Offer. If so accepted, such offered prepayment equal to not less than such
      holder's Ratable Portion shall be due and payable on the Transfer
      Prepayment Date. Such offered prepayment shall be made at one hundred
      percent (100%) of the principal amount of such Notes being so prepaid,
      together with interest and Make-Whole Amount on such principal amount then
      being prepaid accrued to and calculated as of the Transfer Prepayment
      Date. Two (2) Business Days prior to the making of any such prepayment,
      the Company shall deliver to each accepting holder of Notes by facsimile
      transmission a certificate of a senior financial officer of the Company,
      specifying the details of the calculation of such Ratable Portion and
      applicable Make Whole Amount as of such Transfer Prepayment Date.

                                       2



      (c) Officer's Certificate. Each offer to prepay the Notes pursuant to this
      Section 5.07 shall be accompanied by a certificate, executed by a senior
      financial officer of the Company and dated the date of such offer,
      specifying:

            (i) the Transfer Prepayment Date and the applicable Ratable Portion
      for each holder of Notes;

            (ii) that such offer is being made pursuant to Section 5.07 and
      Section 8.16 of this Agreement;

            (iv) the principal amount of each Note offered to be prepaid;

            (v) the interest that would be due on each such Note offered to be
      prepaid, accrued to the date fixed for payment; and

            (vi) a calculation of the applicable Make Whole Amount as of the
      date of such notice (assuming the Notes were being prepaid on such date)

      (d) Effect of Prepayment. Each prepayment in respect of the Notes pursuant
      to this Section 5.07 shall be applied to reduce ratably all remaining
      payments then due on the Notes as provided in Section 5.01.

      (e) Notice Concerning Status of Holders of Notes. Promptly after each
      Transfer Prepayment Date and the making of all prepayments contemplated on
      such Transfer Prepayment Date under this Section 5.07 (and, in any event,
      within thirty (30) days thereafter), the Company shall deliver to each
      holder of Notes a certificate signed by a senior financial officer of the
      Company containing a list of the then current holders of Notes (together
      with their addresses) and setting forth as to each such holder the
      outstanding principal amount of Notes held by such holder at such time."

      3.4. SECTION 8; AFFIRMATIVE COVENANTS. Section 8 of the Existing Note
Agreement is hereby amended by inserting a new Section 8.16 at the end thereof
to read in its entirety as follows:

      "8.16 ACQUISITION/PREPAYMENT.

      On or before November 1, 2005 the Company shall have either:

            (a) Acquired all of the capital stock of each of CAMCO, Inc., a
            Nevada corporation and Superpawn, Inc., a Nevada corporation; or

            (b) repaid Indebtedness for Borrowed Money of the Company (other
            than Indebtedness for Borrowed Money owing to the Company or any of
            its Affiliates and Indebtedness for Borrowed Money in respect of any
            revolving credit or similar credit facility providing the Company
            with the right to obtain loans or other extensions of credit from
            time to time, except to the extent that in connection with such
            payment of Indebtedness for Borrowed Money the availability of
            credit under such credit facility is permanently reduced by an

                                       3



            amount not less than the amount of the funds applied to the payment
            of such Indebtedness for Borrowed Money) which by its terms is not
            subordinated in right of payment to the Notes ("Payment
            Indebtedness"); provided that in that course of making such
            repayment the Company shall offer to prepay each outstanding Note in
            accordance with Section 5.07 in a principal amount which, when added
            to the Make-Whole Amount applicable thereto, equals the Ratable
            Portion for such Note. If any holder of a Note fails to accept such
            prepayment, then, for purposes of the preceding sentence only, the
            Company nevertheless will be deemed to have paid Payment
            Indebtedness in an amount equal to the Ratable Portion in respect of
            such Note. As used herein the term "Ratable Portion" in respect of a
            holder of Notes means the product of (x) the Remaining Proceeds
            Amount multiplied by (y) a fraction the numerator of which is the
            outstanding principal amount of Notes held by such holder and the
            denominator of which is the aggregate principal amount of Payment
            Indebtedness then outstanding (including Payment Indebtedness
            evidenced by the Notes) that will receive or be offered any portion
            of such repayment (calculated immediately prior to such repayment
            and offer). As used herein the term "Remaining Proceeds Amount"
            shall be an amount equal to the greater of (1) zero (0) and (2) the
            result of (A) $80,000,000 minus (B) the aggregate cash consideration
            paid by the Company to acquire one or more operating businesses
            engaged in the same line of business as the Company during the
            period beginning September 1, 2004 and ending November 1, 2005."

      3.5. SECTION 9.02; CONSOLIDATED TANGIBLE NET WORTH. Section 9.02 of the
Existing Note Agreement shall be and is hereby amended and replaced in its
entirety to read as follows:

            "9.02 CONSOLIDATED TANGIBLE NET WORTH.

            (a) If, on or before November 1, 2005, the Company has acquired all
            the capital stock of each of CAMCO, Inc., a Nevada corporation and
            Superpawn, Inc., a Nevada corporation, then the Company will not
            permit Consolidated Tangible Net Worth at any time to be less than
            the sum of (i) $66,676,000 plus (ii) 50% of Consolidated Adjusted
            Net Income (but only if positive) for each Fiscal Quarter ending on
            or after August 12, 2002.

            (b) If, on or before November 1, 2005, the Company has not (i)
            acquired all the capital stock of each of CAMCO, Inc., a Nevada
            corporation and Superpawn, Inc., a Nevada corporation or (ii)
            completed at least $80,000,000 of replacement acquisitions, then the
            Company will not permit Consolidated Tangible Net Worth at any time
            to be less than the sum of (i) $93,000,000 plus (ii) 50% of
            Consolidated Adjusted Net Income (but only if positive) for each
            Fiscal Quarter ending on or after the Closing Date."

      3.6. SECTION 9.14; LIMITATION ON SALE OR ISSUANCE OF SUBSIDIARY STOCK.
Each of Sections 9.14(a) and 9.14(b) of the Existing Note Agreement shall be and
is hereby amended by adding at the end of each such Section the following:
"Notwithstanding the foregoing, the Company or any Subsidiary may at any time
prior to November 1, 2004 complete any one or

                                       4




more Foreign Entity Sales so long as no Default or Event of Default exists at
the time of such Foreign Entity Sale."

      3.7. SECTION 9.15; LIMITATION ON SALE OF PROPERTIES. Section 9.15 of the
Existing Note Agreement shall be and is hereby amended by inserting the
following sentence at the end of such Section, to read in its entirety as
follows:

      "Notwithstanding the foregoing, the Company or any Subsidiary may at any
      time prior to November 1, 2004 complete any one or more Foreign Entity
      Sales, so long as no Default or Event of Default exists at the time of
      such Foreign Entity Sale."

Such amendments are referred to herein, collectively, as the "AMENDMENTS."

4.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Company represents and warrants to you as follows:

      4.1.  FULL DISCLOSURE.

      Neither the financial statements and other certificates previously
provided to each of the Current Holders pursuant to the provisions of the
Existing Note Agreement nor the statements made in this Amendment Agreement nor
any other written statements furnished to each of the Current Holders by or on
behalf of the Company in connection with the proposal and negotiation of the
transactions contemplated hereby, taken as a whole, contained any untrue
statement of a material fact or omitted a material fact necessary to make the
statements contained therein and herein not misleading, in each case as of the
time such financial statements or certificates were provided or such statements
were made or furnished. There is no fact known to the Company relating to any
event or circumstance that has occurred or arisen since the Closing Date that
the Company has not disclosed to each of the Current Holders in writing that has
had or, so far as the Company can now reasonably foresee, could reasonably be
expected to have, a Material Adverse Effect.

      4.2.  POWER AND AUTHORITY.

      The Company has all requisite corporate power and authority to enter into
and perform its obligations under this Amendment Agreement.

      4.3.  DUE AUTHORIZATION.

      This Amendment Agreement has been duly authorized by all necessary action
on the part of the Company, has been executed and delivered by a duly authorized
officer of the Company, and constitutes a legal, valid and binding obligation of
the Company, enforceable in accordance with its terms, except that
enforceability may be limited by applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, or other similar laws affecting the
enforceability of creditors' rights generally and subject to the availability of
equitable remedies.

      4.4.  NO DEFAULTS.

                                       5



      No event has occurred and no condition exists that, upon the execution and
delivery of this Amendment Agreement, would constitute a Default or an Event of
Default.

5.    EFFECTIVENESS OF AMENDMENTS.

      The Amendments shall become effective as of the first date written above
(the "EFFECTIVE DATE") upon the satisfaction of all of the following conditions
precedent:

      5.1.  EXECUTION AND DELIVERY OF THIS AMENDMENT AGREEMENT.

      The Company and each of the Current Holders shall have executed and
delivered this Amendment Agreement.

      5.2.  NEW BANK LOAN AGREEMENT CONSENT.

      Each of the Current Holders shall have received an executed amendment by
and among the Company, Wells Fargo Bank Texas, National Association and the
other Lenders party to the New Bank Loan Agreement, permitting the Company's
sale of each of (i) Harvey & Thompson Limited, a limited liability company
organized under the laws of the United Kingdom, and (ii) Svensk Pantbelaning
Service, AB, a joint stock company organized under the laws of Sweden, and
waiving the Company's compliance with various sections of the New Bank Loan
Agreement with respect to such sale.

      5.3.  GUARANTORS.

      Each Guarantor which delivered a Joint and Several Guaranty shall have
executed and delivered to you the Consent and Reaffirmation attached hereto as
Exhibit A.

      5.4.  AMENDMENT FEE.

      The Company shall have paid each holder of a Note a fee in an amount equal
to the product of (a) 0.10 percent (10 basis points) times (b) the outstanding
principal amount of Notes held by such holder on the date hereof.

      5.5.  FEES AND EXPENSES.

      Whether or not the Amendments become effective, the Company will promptly
(and in any event within thirty Business Days of receiving any statement or
invoice therefor) pay all reasonable fees, expenses and costs relating to this
Amendment Agreement, including, but not limited to, the reasonable fees of your
special counsel, Bingham McCutchen LLP, incurred in connection with the
preparation, negotiation and delivery of this Amendment Agreement and any other
documents related thereto. Nothing in this Section shall limit the Company's
obligations pursuant to Section 11.02 of the Note Agreement.

                                       6



6.    MISCELLANEOUS.

      6.1.  PART OF EXISTING NOTE AGREEMENT; FUTURE REFERENCES, ETC.

      This Amendment Agreement shall be construed in connection with and as a
part of the Existing Note Agreement and, except as expressly amended by this
Amendment Agreement, all terms, conditions and covenants contained in the
Existing Note Agreement are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Note Agreement without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

      6.2.  COUNTERPARTS.

      This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

      6.3.  GOVERNING LAW.

      THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.

   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]

                                       7



      If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Company, whereupon it will become a binding agreement among
you and the Company.

                                           CASH AMERICA INTERNATIONAL, INC.

                                           By:  /s/ David J. Clay
                                               ---------------------------------
                                           Name:    David J. Clay
                                           Title:   Vice President and Treasurer

      The foregoing Amendment Agreement is hereby accepted as of the date first
above written. By its execution below, each of the undersigned represents that
it is either the registered owner of one or more of the Senior Notes or is the
beneficial owner of one or more of the Senior Notes and is authorized to enter
into this Agreement in respect thereof.

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

      By: /s/ Estelle Simsolo
          ---------------------------------
      Name:   Estelle Simsolo
      Title:  Director-Private Placements

MINNESOTA LIFE INSURANCE COMPANY
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ Robert W. Thompson
          ---------------------------------
      Name:  Robert W. Thompson
      Title: Vice President

FARM BUREAU LIFE INSURANCE COMPANY
OF MICHIGAN
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ Robert W. Thompson
          ---------------------------------
      Name:   Robert W. Thompson
      Title:  Vice President

              [Signature Page to Amendment No. 1 to Note Agreement]



MTL INSURANCE COMPANY
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ Robert W. Thompson
          ---------------------------------
      Name:   Robert W. Thompson
      Title:  Vice President

AMERICAN FIDELITY ASSURANCE COMPANY
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ Robert W. Thompson
          ---------------------------------
      Name:   Robert W. Thompson
      Title:  Vice President

GREAT WESTERN INSURANCE COMPANY
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ Robert W. Thompson
          ---------------------------------
      Name:   Robert W. Thompson
      Title:  Vice President

              [Signature Page to Amendment No. 1 to Note Agreement]



FARM BUREAU MUTUAL INSURANCE COMPANY
OF MICHIGAN
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ James W. Tobin
          ---------------------------------
      Name:   James W. Tobin
      Title:  Vice President

FARM BUREAU GENERAL INSURANCE COMPANY
OF MICHIGAN
BY: ADVANTUS CAPITAL MANAGEMENT, INC.

      By: /s/ James W. Tobin
          ---------------------------------
      Name:   James W. Tobin
      Title:  Vice President

THE TRAVELERS INSURANCE COMPANY

      By: /s/ Denise T. Duffee
          ---------------------------------
      Name:   Denise T. Duffee
      Title:  Investment Officer

              [Signature Page to Amendment No. 1 to Note Agreement]



                                     ANNEX 1

                                 CURRENT HOLDERS

Teachers Insurance and Annuity Association of America
Minnesota Life Insurance Company
Farm Bureau Life Insurance Company of Michigan
MTL Insurance Company
American Fidelity Assurance Company
Great Western Insurance Company
Farm Bureau Mutual Insurance Company of Michigan
Farm Bureau General Insurance Company of Michigan
The Travelers Insurance Company



                                    EXHIBIT A

                            CONSENT AND REAFFIRMATION

      Each of the undersigned (the "GUARANTORS") hereby (i) acknowledges receipt
of a copy of the foregoing Amendment No. 1 to Note Agreement (the "FIRST
AMENDMENT"); (ii) consents to the Company's execution and delivery thereof;
(iii) agrees to be bound thereby; and (iv) affirms that nothing contained
therein shall modify in any respect whatsoever its guaranty of the obligations
of the Company to the holders of the Notes pursuant to the terms of those
certain Joint and Several Guaranties, entered into by the Guarantors pursuant to
the terms of the Note Agreement (collectively, the "GUARANTY"), and (v)
reaffirms that the Guaranty is and shall continue to remain in full force and
effect. Although each of the Guarantors has been informed of the matters set
forth herein and in the First Amendment and has acknowledged and agreed to same,
such Guarantors understand that the holders of the Notes have no obligation to
inform any of the Guarantors of such matters in the future or to seek any of the
Guarantors' acknowledgment or agreement to future amendments or waivers, and
nothing herein shall create such a duty.

      In witness whereof, each of the undersigned has executed this Consent and
Reaffirmation on and as of the date of such First Amendment.

                                        GUARANTORS

                        BRONCO PAWN & GUN, INC., AN OKLAHOMA CORPORATION
                        CASH AMERICA FINANCIAL SERVICES, INC.,
                         A DELAWARE CORPORATION
                        CASH AMERICA FRANCHISING, INC.
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA MANAGEMENT L.P.,
                         A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER,
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA OF MISSOURI, INC.
                        CASH AMERICA PAWN L.P., A DELAWARE LIMITED PARTNERSHIP,
                         BY ITS GENERAL PARTNER, CASH AMERICA HOLDING, INC.
                        CASH AMERICA PAWN, INC. OF OHIO
                        CASH AMERICA, INC.
                        CASH AMERICA, INC. OF ALABAMA
                        CASH AMERICA, INC. OF COLORADO
                        CASH AMERICA, INC. OF ILLINOIS, AN ILLINOIS CORPORATION
                        CASH AMERICA, INC. OF INDIANA
                        CASH AMERICA, INC. OF KENTUCKY
                        CASH AMERICA, INC. OF LOUISIANA
                        CASH AMERICA, INC. OF NORTH CAROLINA
                        CASH AMERICA, INC. OF OKLAHOMA
                        CASH AMERICA, INC. OF SOUTH CAROLINA
                        CASH AMERICA, INC. OF TENNESSEE
                        CASH AMERICA, INC. OF UTAH

      [Signature page to Consent and Reaffirmation re: 2002 Note Agreement]



                        DOC HOLLIDAY'S PAWNBROKERS & JEWELLERS, INC.,
                         A DELAWARE CORPORATION
                        EXPRESS CASH INTERNATIONAL CORPORATION
                        FLORIDA CASH AMERICA, INC.
                        GAMECOCK PAWN & GUN, INC., A SOUTH CAROLINA CORPORATION
                        GEORGIA CASH AMERICA, INC.
                        HORNET PAWN & GUN, INC., A NORTH CAROLINA CORPORATION
                        LONGHORN PAWN & GUN, INC., A TEXAS CORPORATION
                        MR. PAYROLL CORPORATION, A DELAWARE CORPORATION
                        TIGER PAWN & GUN, INC., A TENNESSEE CORPORATION
                        UPTOWN CITY PAWNERS, INC., AN ILLINOIS CORPORATION
                        VINCENT'S JEWELERS AND LOAN, INC.
                        CASHLAND FINANCIAL SERVICES, INC.
                        CASH AMERICA ADVANCE, INC.
                        RATI HOLDING, INC.

                        By: /s/ David J. Clay
                            -----------------------------------------------
                        Name:   David J. Clay
                        Title:  Treasurer for All

                        CASH AMERICA INTERNATIONAL, INC.

                        By: /s/ David J. Clay
                            -----------------------------------------------
                        Name:   David  J. Clay
                        Title:  Vice President and Treasurer

      [Signature page to Consent and Reaffirmation re: 2002 Note Agreement]


                        CASH AMERICA INTERNATIONAL, INC.

                       SUPPLEMENT NO. 5 TO NOTE AGREEMENT

                                                         As of September 7, 2004

To the Persons Named on
Annex 1 Hereto

Ladies and Gentlemen:

      Cash America International, Inc., a Texas corporation (hereinafter, the
"COMPANY"), together with its successors and assigns, agrees with you as
follows:

1.    PRELIMINARY STATEMENTS.

      1.1.  NOTE ISSUANCE, ETC.

      The Company issued and sold $30,000,000 in aggregate principal amount of
its 7.10% Senior Notes due January 2, 2008 (as they may be amended, restated or
otherwise modified from time to time, the "SENIOR NOTES") pursuant to that
certain Note Agreement, dated as of December 1, 1997 (as amended by each of (i)
that certain First Supplement to 1997 Note Agreement, dated as of December 31,
1998, (ii) that certain Second Supplement to 1997 Note Agreement, dated as of
September 29, 1999, (iii) that certain Third Supplement to 1997 Note Agreement,
dated as of June 30, 2000, and (iv) that certain Fourth Supplement to 1997 Note
Agreement, dated as of September 30, 2001, and as in effect immediately prior to
giving effect to the Amendments (as defined below) provided for hereby, the
"EXISTING NOTE AGREEMENT", and as amended hereby, the "NOTE AGREEMENT"). The
register for the registration and transfer of the Senior Notes indicates that
the parties named in Annex 1 (the "CURRENT HOLDERS") to this Supplement No. 5 to
Note Agreement (this "AMENDMENT AGREEMENT") are currently the holders of the
entire outstanding principal amount of the Senior Notes.

2.    DEFINED TERMS.

      Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Note Agreement.

3.    AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

      Subject to Section 5, the Existing Note Agreement is amended as provided
for by this Amendment Agreement as follows:

      3.1. SECTION 2.01; DEFINITIONS. Section 2.01 of the Existing Note
Agreement shall be and is hereby amended by inserting into such Section, in its
proper alphabetical order, the following definition:

      "Foreign Entity Sales" means the sale by the Company or any Subsidiary of
substantially all of the capital stock of each of (i) Harvey & Thompson Limited,
a limited liability company



organized under the laws of the United Kingdom, and (ii) CAII Pantbelaning, AB,
a joint stock company organized under the laws of Sweden."

      3.2. SECTION 2.01; DEFINITION OF CONSOLIDATED TANGIBLE NET WORTH. The
definition of "Consolidated Tangible Net Worth" set forth in Section 2.01 of the
Existing Note Agreement shall be and is hereby amended by adding, at the end
thereof, the following:

      "For the avoidance of doubt, Consolidated Tangible Net Worth shall be
      calculated giving effect to all past and future gains and losses of
      Subsidiaries and other entities which are not Consolidated Subsidiaries,
      in each case as provided by GAAP."

      3.3. SECTION 5.07; ASSET SALE OFFER OF PREPAYMENT. Section 5 of the
Existing Note Agreement is hereby amended by inserting a new Section 5.07 at the
end thereof to read in its entirety as follows:

      "Section 5.07; Asset Sale Offer of Prepayment.

      (a) Notice and Offer. In the event that the Company makes an offer (the
      "Prepayment Offer") to prepay the Notes pursuant to Section 8.15 hereof,
      the Company will give written notice of such offer to each holder of Notes
      by telecopy and, simultaneously with the sending of such telecopied
      notice, send a copy of such notice to each such holder via an overnight
      courier of international reputation. Such written notice shall contain,
      and such written notice shall constitute, an irrevocable offer to prepay,
      at the election of each holder, a portion of the Notes held by such holder
      equal to such holder's Ratable Portion (defined in Section 8.15) on a date
      specified in such notice (the "Transfer Prepayment Date") that is not less
      than thirty (30) days and not more than forty-five (45) days after the
      date of such notice. If the Transfer Prepayment Date shall not be
      specified in such notice, the Transfer Prepayment Date shall be the
      thirtieth (30th) day after the date of such notice. If the Company shall
      not have received a written response to such notice from a holder of Notes
      within ten (10) days after the delivery of such telecopied notice to such
      holder of Notes, then the Company shall immediately send a second written
      notice via an overnight courier of international reputation to each such
      holder of Notes who shall not have previously responded to the Company.

      (b) Acceptance and Payment. To accept such Prepayment Offer, a holder of
      Notes shall cause a notice of such acceptance to be delivered to the
      Company not later than twenty (20) days after the date of such first
      written notice (or not later than ten (10) days in the case of such second
      written notice) from the Company, provided, that failure to respond to
      such offer in writing within ten (10) days after the delivery of the
      second written notice shall be deemed to be acceptance of the Prepayment
      Offer. If so accepted, such offered prepayment equal to not less than such
      holder's Ratable Portion shall be due and payable on the Transfer
      Prepayment Date. Such offered prepayment shall be made at one hundred
      percent (100%) of the principal amount of such Notes being so prepaid,
      together with interest and Make-Whole Amount on such principal amount then
      being prepaid accrued to and calculated as of the Transfer Prepayment
      Date. Two (2) Business Days prior to the making of any such prepayment,
      the Company shall deliver to each accepting holder of Notes by facsimile
      transmission a certificate of a senior financial

                                       2



      officer of the Company, specifying the details of the calculation of such
      Ratable Portion and applicable Make Whole Amount as of such Transfer
      Prepayment Date.

      (c) Officer's Certificate. Each offer to prepay the Notes pursuant to this
      Section 5.07 shall be accompanied by a certificate, executed by a senior
      financial officer of the Company and dated the date of such offer,
      specifying:

            (i) the Transfer Prepayment Date and the applicable Ratable Portion
      for each holder of Notes;

            (ii) that such offer is being made pursuant to Section 5.07 and
      Section 8.15 of this Agreement;

            (iv) the principal amount of each Note offered to be prepaid;

            (v) the interest that would be due on each such Note offered to be
      prepaid, accrued to the date fixed for payment; and

            (vi) a calculation of the applicable Make Whole Amount as of the
      date of such notice (assuming the Notes were being prepaid on such date)

      (d) Effect of Prepayment. Each prepayment in respect of the Notes pursuant
      to this Section 5.07 shall be applied to reduce ratably all remaining
      payments then due on the Notes as provided in Section 5.01.

      (e) Notice Concerning Status of Holders of Notes. Promptly after each
      Transfer Prepayment Date and the making of all prepayments contemplated on
      such Transfer Prepayment Date under this Section 5.07 (and, in any event,
      within thirty (30) days thereafter), the Company shall deliver to each
      holder of Notes a certificate signed by a senior financial officer of the
      Company containing a list of the then current holders of Notes (together
      with their addresses) and setting forth as to each such holder the
      outstanding principal amount of Notes held by such holder at such time."

      3.4. SECTION 8; AFFIRMATIVE COVENANTS. Section 8 of the Existing Note
Agreement is hereby amended by inserting a new Section 8.15 at the end thereof
to read in its entirety as follows:

      "Section 8.15 Acquisition/Prepayment.

      On or before November 1, 2005 the Company shall have either:

            (a) Acquired all of the capital stock of each of CAMCO, Inc., a
            Nevada corporation and SuperPawn, Inc., a Nevada corporation; or

            (b) repaid Indebtedness for Borrowed Money of the Company (other
            than Indebtedness for Borrowed Money owing to the Company or any of
            its Affiliates and Indebtedness for Borrowed Money in respect of any
            revolving credit or similar credit facility providing the Company
            with the right to obtain loans or

                                       3



            other extensions of credit from time to time, except to the extent
            that in connection with such payment of Indebtedness for Borrowed
            Money the availability of credit under such credit facility is
            permanently reduced by an amount not less than the amount of the
            funds applied to the payment of such Indebtedness for Borrowed
            Money) which by its terms is not subordinated in right of payment to
            the Notes ("Payment Indebtedness"); provided that in that course of
            making such repayment the Company shall offer to prepay each
            outstanding Note in accordance with Section 5.07 in a principal
            amount which, when added to the Make-Whole Amount applicable
            thereto, equals the Ratable Portion for such Note. If any holder of
            a Note fails to accept such prepayment, then, for purposes of the
            preceding sentence only, the Company nevertheless will be deemed to
            have paid Payment Indebtedness in an amount equal to the Ratable
            Portion in respect of such Note. As used herein the term "Ratable
            Portion" in respect of a holder of Notes means the product of (x)
            the Remaining Proceeds Amount multiplied by (y) a fraction the
            numerator of which is the outstanding principal amount of Notes held
            by such holder and the denominator of which is the aggregate
            principal amount of Payment Indebtedness then outstanding (including
            Payment Indebtedness evidenced by the Notes) that will receive or be
            offered any portion of such repayment (calculated immediately prior
            to such repayment and offer). As used herein the term "Remaining
            Proceeds Amount" shall be an amount equal to the greater of (1) zero
            (0) and (2) the result of (A) $80,000,000 minus (B) the aggregate
            cash consideration paid by the Company to acquire one or more
            operating businesses engaged in the same line of business as the
            Company during the period beginning September 1, 2004 and ending
            November 1, 2005."

      3.5. SECTION 9.02; CONSOLIDATED TANGIBLE NET WORTH. Section 9.02 of the
Existing Note Agreement shall be and is hereby amended and replaced in its
entirety to read as follows:

            "Section 9.02 Consolidated Tangible Net Worth.

            (a) If, on or before November 1, 2005, the Company has acquired all
            the capital stock of each of CAMCO, Inc., a Nevada corporation and
            SuperPawn, Inc., a Nevada corporation, then the Company will not
            permit Consolidated Tangible Net Worth at any time to be less than
            the sum of (i) $66,676,000 plus (ii) 50% of Consolidated Adjusted
            Net Income (but only if positive) for each Fiscal Quarter ending on
            or after August 12, 2002.

            (b) If, on or before November 1, 2005, the Company has not (i)
            acquired all the capital stock of each of CAMCO, Inc., a Nevada
            corporation and SuperPawn, Inc., a Nevada corporation or (ii)
            completed at least $80,000,000 of replacement acquisitions, then the
            Company will not permit Consolidated Tangible Net Worth at any time
            to be less than the sum of (i) $30,625,000 plus (ii) 50% of
            Consolidated Adjusted Net Income (but only if positive) for each
            Fiscal Quarter ending on or after December 31, 1992."

      3.6. SECTION 9.14; LIMITATION ON SALE OR ISSUANCE OF SUBSIDIARY STOCK.
Each of Sections 9.14(a) and 9.14(b) of the Existing Note Agreement shall be and
is hereby amended by

                                       4



adding at the end of each such Section the following: "Notwithstanding the
foregoing, the Company or any Subsidiary may at any time prior to November 1,
2004 complete any one or more Foreign Entity Sales so long as no Default or
Event of Default exists at the time of such Foreign Entity Sale."

      3.7. SECTION 9.15; LIMITATION ON SALE OF PROPERTIES. Section 9.15 of the
Existing Note Agreement shall be and is hereby amended by inserting the
following sentence at the end of such Section, to read in its entirety as
follows:

      "Notwithstanding the foregoing, the Company or any Subsidiary may at any
      time prior to November 1, 2004 complete any one or more Foreign Entity
      Sales, so long as no Default or Event of Default exists at the time of
      such Foreign Entity Sale."

Such amendments are referred to herein, collectively, as the "AMENDMENTS."

4.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Company represents and warrants to you as follows:

      4.1.  FULL DISCLOSURE.

      Neither the financial statements and other certificates previously
provided to each of the Current Holders pursuant to the provisions of the
Existing Note Agreement nor the statements made in this Amendment Agreement nor
any other written statements furnished to each of the Current Holders by or on
behalf of the Company in connection with the proposal and negotiation of the
transactions contemplated hereby, taken as a whole, contained any untrue
statement of a material fact or omitted a material fact necessary to make the
statements contained therein and herein not misleading, in each case as of the
time such financial statements or certificates were provided or such statements
were made or furnished. There is no fact known to the Company relating to any
event or circumstance that has occurred or arisen since the Closing Date that
the Company has not disclosed to each of the Current Holders in writing that has
had or, so far as the Company can now reasonably foresee, could reasonably be
expected to have, a Material Adverse Effect.

      4.2.  POWER AND AUTHORITY.

      The Company has all requisite corporate power and authority to enter into
and perform its obligations under this Amendment Agreement.

      4.3.  DUE AUTHORIZATION.

      This Amendment Agreement has been duly authorized by all necessary action
on the part of the Company, has been executed and delivered by a duly authorized
officer of the Company, and constitutes a legal, valid and binding obligation of
the Company, enforceable in accordance with its terms, except that
enforceability may be limited by applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, or other similar laws affecting the
enforceability of creditors' rights generally and subject to the availability of
equitable remedies.

                                       5



      4.4.  NO DEFAULTS.

      No event has occurred and no condition exists that, upon the execution and
delivery of this Amendment Agreement, would constitute a Default or an Event of
Default.

5.    EFFECTIVENESS OF AMENDMENTS.

      The Amendments shall become effective as of the first date written above
(the "EFFECTIVE DATE") upon the satisfaction of all of the following conditions
precedent:

      5.1.  EXECUTION AND DELIVERY OF THIS AMENDMENT AGREEMENT.

      The Company and each of the Current Holders shall have executed and
delivered this Amendment Agreement.

      5.2.  NEW BANK LOAN AGREEMENT CONSENT.

      Each of the Current Holders shall have received an executed amendment by
and among the Company, Wells Fargo Bank Texas, National Association and the
other Lenders party to that certain Credit Agreement, dated as of August 14,
2002 (the "NEW BANK LOAN AGREEMENT"), permitting the Company's sale of each of
(i) Harvey & Thompson Limited, a limited liability company organized under the
laws of the United Kingdom, and (ii) Svensk Pantbelaning Service, AB, a joint
stock company organized under the laws of Sweden, and waiving the Company's
compliance with various sections of the New Bank Loan Agreement with respect to
such sale.

      5.3.  GUARANTORS.

      Each Guarantor which delivered a Joint and Several Guaranty shall have
executed and delivered to you the Consent and Reaffirmation attached hereto as
Exhibit A.

      5.4.  AMENDMENT FEE.

      The Company shall have paid each holder of a Note a fee in an amount equal
to the product of (a) 0.10 percent (10 basis points) times (b) the outstanding
principal amount of Notes held by such holder on the date hereof.

      5.5.  FEES AND EXPENSES.

      Whether or not the Amendments become effective, the Company will promptly
(and in any event within thirty Business Days of receiving any statement or
invoice therefor) pay all reasonable fees, expenses and costs relating to this
Amendment Agreement, including, but not limited to, the reasonable fees of your
special counsel, Bingham McCutchen LLP, incurred in connection with the
preparation, negotiation and delivery of this Amendment Agreement and any other
documents related thereto. Nothing in this Section shall limit the Company's
obligations pursuant to Section 11.02 of the Note Agreement.

                                       6



6.    MISCELLANEOUS.

      6.1.  PART OF EXISTING NOTE AGREEMENT; FUTURE REFERENCES, ETC.

      This Amendment Agreement shall be construed in connection with and as a
part of the Existing Note Agreement and, except as expressly amended by this
Amendment Agreement, all terms, conditions and covenants contained in the
Existing Note Agreement are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Note Agreement without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

      6.2.  COUNTERPARTS.

      This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

      6.3.  GOVERNING LAW.

      THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.

   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]

                                       7


      If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Company, whereupon it will become a binding agreement among
you and the Company.

                                           CASH AMERICA INTERNATIONAL, INC.

                                           By: /s/ David J. Clay
                                               ---------------------------------
                                           Name:   David J. Clay
                                           Title:  Vice President and Treasurer

      The foregoing Amendment Agreement is hereby accepted as of the date first
above written. By its execution below, each of the undersigned represents that
it is either the registered owner of one or more of the Senior Notes or is the
beneficial owner of one or more of the Senior Notes and is authorized to enter
into this Agreement in respect thereof.

THE TRAVELERS INSURANCE COMPANY

By: /s/ Denise T. Duffee
    ------------------------------------
Name:   Denise T. Duffee
Title:  Investment Officer

THE TRAVELERS LIFE AND ANNUITY COMPANY

By: /s/ Denise T. Duffee
    ------------------------------------
Name:   Denise T. Duffee
Title:  Investment Officer

PRIMERICA LIFE INSURANCE COMPANY

By: /s/ Denise T. Duffee
    ------------------------------------
Name:   Denise T. Duffee
Title:  Investment Officer

             [Signature Page to Supplement No. 5 to Note Agreement]



NATIONWIDE LIFE INSURANCE COMPANY

By: /s/ Joseph P. Young
    ------------------------------------
Name:   Joseph P. Young
Title:  Authorized Signatory

NATIONWIDE LIFE INSURANCE COMPANY
(AS SUCCESSOR TO EMPLOYERS LIFE INSURANCE COMPANY
OF WAUSAU)

By: /s/ Joseph P. Young
    ------------------------------------
Name:   Joseph P. Young
Title:  Authorized Signatory

OHIO NATIONAL LIFE ASSURANCE CORPORATION

By: /s/ Michael Boedeker
    ------------------------------------
Name:   Michael Boedeker
Title:  Sr. Vice President, Investments

MINNESOTA LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.

By: /s/ Sean M. O'Connell
    ------------------------------------
Name:   Sean M. O'Connell
Title:  Vice President

             [Signature Page to Supplement No. 5 to Note Agreement]



                                     ANNEX 1

                                 CURRENT HOLDERS

The Travelers Insurance Company
The Travelers Life and Annuity Company
Primerica Life Insurance Company
Nationwide Life Insurance Company
Employers Life Insurance Company of Wausau
Ohio National Life Assurance Corporation
The Minnesota Mutual Life Insurance Company



                                    EXHIBIT A

                            CONSENT AND REAFFIRMATION

      Each of the undersigned (the "GUARANTORS") hereby (i) acknowledges receipt
of a copy of the foregoing Supplement No. 5 to Note Agreement (the "FIFTH
AMENDMENT"); (ii) consents to the Company's execution and delivery thereof;
(iii) agrees to be bound thereby; and (iv) affirms that nothing contained
therein shall modify in any respect whatsoever its guaranty of the obligations
of the Company to the holders of the Notes pursuant to the terms of those
certain Joint and Several Guaranties, entered into by the Guarantors pursuant to
the terms of the Note Agreement (collectively, the "GUARANTY"), and (v)
reaffirms that the Guaranty is and shall continue to remain in full force and
effect. Although each of the Guarantors has been informed of the matters set
forth herein and in the Fifth Amendment and has acknowledged and agreed to same,
such Guarantors understand that the holders of the Notes have no obligation to
inform any of the Guarantors of such matters in the future or to seek any of the
Guarantors' acknowledgment or agreement to future amendments or waivers, and
nothing herein shall create such a duty.

      In witness whereof, each of the undersigned has executed this Consent and
Reaffirmation on and as of the date of such Fifth Amendment.

                                        GUARANTORS

                        BRONCO PAWN & GUN, INC., AN OKLAHOMA CORPORATION
                        CASH AMERICA FINANCIAL SERVICES, INC.,
                         A DELAWARE CORPORATION
                        CASH AMERICA FRANCHISING, INC.
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA MANAGEMENT L.P.,
                         A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER,
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA OF MISSOURI, INC.
                        CASH AMERICA PAWN L.P., A DELAWARE LIMITED PARTNERSHIP,
                         BY ITS GENERAL PARTNER, CASH AMERICA HOLDING, INC.
                        CASH AMERICA PAWN, INC. OF OHIO
                        CASH AMERICA, INC.
                        CASH AMERICA, INC. OF ALABAMA
                        CASH AMERICA, INC. OF COLORADO
                        CASH AMERICA, INC. OF ILLINOIS, AN ILLINOIS CORPORATION
                        CASH AMERICA, INC. OF INDIANA
                        CASH AMERICA, INC. OF KENTUCKY
                        CASH AMERICA, INC. OF LOUISIANA
                        CASH AMERICA, INC. OF NORTH CAROLINA
                        CASH AMERICA, INC. OF OKLAHOMA
                        CASH AMERICA, INC. OF SOUTH CAROLINA
                        CASH AMERICA, INC. OF TENNESSEE
                        CASH AMERICA, INC. OF UTAH
                        DOC HOLLIDAY'S PAWNBROKERS & JEWELLERS, INC.,
                         A DELAWARE CORPORATION



                        EXPRESS CASH INTERNATIONAL CORPORATION
                        FLORIDA CASH AMERICA, INC.
                        GAMECOCK PAWN & GUN, INC., A SOUTH CAROLINA CORPORATION
                        GEORGIA CASH AMERICA, INC.
                        HORNET PAWN & GUN, INC., A NORTH CAROLINA CORPORATION
                        LONGHORN PAWN & GUN, INC., A TEXAS CORPORATION
                        MR. PAYROLL CORPORATION, A DELAWARE CORPORATION
                        TIGER PAWN & GUN, INC., A TENNESSEE CORPORATION
                        UPTOWN CITY PAWNERS, INC., AN ILLINOIS CORPORATION
                        VINCENT'S JEWELERS AND LOAN, INC.
                        CASHLAND FINANCIAL SERVICES, INC.
                        CASH AMERICA ADVANCE, INC.
                        RATI HOLDING, INC.

                        By: /s/ David J. Clay
                            ---------------------------------------
                        Name:   David J. Clay
                        Title:  Treasurer for All

                        CASH AMERICA INTERNATIONAL, INC.

                        By: /s/ David J. Clay
                            ---------------------------------------
                        Name:   David J. Clay
                        Title:  Vice President and Treasurer


                        CASH AMERICA INTERNATIONAL, INC.

                       SUPPLEMENT NO. 8 TO NOTE AGREEMENT

                                                         As of September 7, 2004

To the Persons Named on
Annex 1 Hereto

Ladies and Gentlemen:

      Cash America International, Inc., a Texas corporation (hereinafter, the
"COMPANY"), together with its successors and assigns, agrees with you as
follows:

1.    PRELIMINARY STATEMENTS.

      1.1.  NOTE ISSUANCE, ETC.

      The Company issued and sold $20,000,000 in aggregate principal amount of
its 8.14% Senior Notes due July 7, 2007 (as they may be amended, restated or
otherwise modified from time to time, the "SENIOR NOTES") pursuant to that
certain Note Agreement, dated as of July 7, 1995 (as amended by each of (i) that
certain First Supplement to 1995 Note Agreement, dated as of November 10, 1995,
(ii) that certain Second Supplement to 1995 Note Agreement, dated as of December
30, 1996, (iii) that certain Third Supplement to 1995 Note Agreement, dated as
of December 30, 1997, (iv) that certain Fourth Supplement to 1995 Note
Agreement, dated as of December 31, 1998, (v) that certain Fifth Supplement to
1995 Note Agreement, dated as of September 29, 1999, (vi) that certain Sixth
Supplement to 1995 Note Agreement, dated as of June 30, 2000, and (vii) that
certain Seventh Supplement to 1995 Note Agreement, dated as of September 30,
2001, and as in effect immediately prior to giving effect to the Amendments (as
defined below) provided for hereby, the "EXISTING NOTE AGREEMENT", and as
amended hereby, the "NOTE AGREEMENT"). The register for the registration and
transfer of the Senior Notes indicates that the parties named in Annex 1 (the
"CURRENT HOLDERS") to this Supplement No. 8 to Note Agreement (this "AMENDMENT
AGREEMENT") are currently the holders of the entire outstanding principal amount
of the Senior Notes.

2.    DEFINED TERMS.

      Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Note Agreement.

3.    AMENDMENTS TO THE EXISTING NOTE AGREEMENT.

      Subject to Section 5, the Existing Note Agreement is amended as provided
for by this Amendment Agreement as follows:

      3.1. SECTION 2.01; DEFINITIONS. Section 2.01 of the Existing Note
Agreement shall be and is hereby amended by inserting into such Section, in its
proper alphabetical order, the following definition:



      "Foreign Entity Sales" means the sale by the Company or any Subsidiary of
substantially all of the capital stock of each of (i) Harvey & Thompson Limited,
a limited liability company organized under the laws of the United Kingdom, and
(ii) CAII Pantbelaning, AB, a joint stock company organized under the laws of
Sweden."

      3.2. SECTION 2.01; DEFINITION OF CONSOLIDATED TANGIBLE NET WORTH. The
definition of "Consolidated Tangible Net Worth" set forth in Section 2.01 of the
Existing Note Agreement shall be and is hereby amended by adding, at the end
thereof, the following:

      "For the avoidance of doubt, Consolidated Tangible Net Worth shall be
      calculated giving effect to all past and future gains and losses of
      Subsidiaries and other entities which are not Consolidated Subsidiaries,
      in each case as provided by GAAP."

      3.3. SECTION 5.07; ASSET SALE OFFER OF PREPAYMENT. Section 5 of the
Existing Note Agreement is hereby amended by inserting a new Section 5.07 at the
end thereof to read in its entirety as follows:

      "SECTION 5.07. Asset Sale Offer of Prepayment.

      (a) Notice and Offer. In the event that the Company makes an offer (the
      "Prepayment Offer") to prepay the Notes pursuant to Section 8.15 hereof,
      the Company will give written notice of such offer to each holder of Notes
      by telecopy and, simultaneously with the sending of such telecopied
      notice, send a copy of such notice to each such holder via an overnight
      courier of international reputation. Such written notice shall contain,
      and such written notice shall constitute, an irrevocable offer to prepay,
      at the election of each holder, a portion of the Notes held by such holder
      equal to such holder's Ratable Portion (defined in Section 8.15) on a date
      specified in such notice (the "Transfer Prepayment Date") that is not less
      than thirty (30) days and not more than forty-five (45) days after the
      date of such notice. If the Transfer Prepayment Date shall not be
      specified in such notice, the Transfer Prepayment Date shall be the
      thirtieth (30th) day after the date of such notice. If the Company shall
      not have received a written response to such notice from a holder of Notes
      within ten (10) days after the delivery of such telecopied notice to such
      holder of Notes, then the Company shall immediately send a second written
      notice via an overnight courier of international reputation to each such
      holder of Notes who shall not have previously responded to the Company.

      (b) Acceptance and Payment. To accept such Prepayment Offer, a holder of
      Notes shall cause a notice of such acceptance to be delivered to the
      Company not later than twenty (20) days after the date of such first
      written notice (or not later than ten (10) days in the case of such second
      written notice) from the Company, provided, that failure to respond to
      such offer in writing within ten (10) days after the delivery of the
      second written notice shall be deemed to be acceptance of the Prepayment
      Offer. If so accepted, such offered prepayment equal to not less than such
      holder's Ratable Portion shall be due and payable on the Transfer
      Prepayment Date. Such offered prepayment shall be made at one hundred
      percent (100%) of the principal amount of such Notes being so prepaid,
      together with interest and Make-Whole Amount on such principal amount then
      being prepaid accrued to and calculated as of the Transfer Prepayment
      Date. Two (2) Business

                                       2



      Days prior to the making of any such prepayment, the Company shall deliver
      to each accepting holder of Notes by facsimile transmission a certificate
      of a senior financial officer of the Company, specifying the details of
      the calculation of such Ratable Portion and applicable Make Whole Amount
      as of such Transfer Prepayment Date.

      (c) Officer's Certificate. Each offer to prepay the Notes pursuant to this
      Section 5.07 shall be accompanied by a certificate, executed by a senior
      financial officer of the Company and dated the date of such offer,
      specifying:

            (i) the Transfer Prepayment Date and the applicable Ratable Portion
      for each holder of Notes;

            (ii) that such offer is being made pursuant to Section 5.07 and
      Section 8.15 of this Agreement;

            (iv) the principal amount of each Note offered to be prepaid;

            (v) the interest that would be due on each such Note offered to be
      prepaid, accrued to the date fixed for payment; and

            (vi) a calculation of the applicable Make Whole Amount as of the
      date of such notice (assuming the Notes were being prepaid on such date)

      (d) Effect of Prepayment. Each prepayment in respect of the Notes pursuant
      to this Section 5.07 shall be applied to reduce ratably all remaining
      payments then due on the Notes as provided in Section 5.01.

      (e) Notice Concerning Status of Holders of Notes. Promptly after each
      Transfer Prepayment Date and the making of all prepayments contemplated on
      such Transfer Prepayment Date under this Section 5.07 (and, in any event,
      within thirty (30) days thereafter), the Company shall deliver to each
      holder of Notes a certificate signed by a senior financial officer of the
      Company containing a list of the then current holders of Notes (together
      with their addresses) and setting forth as to each such holder the
      outstanding principal amount of Notes held by such holder at such time."

      3.4. SECTION 8; AFFIRMATIVE COVENANTS. Section 8 of the Existing Note
Agreement is hereby amended by inserting a new Section 8.15 at the end thereof
to read in its entirety as follows:

      "SECTION 8.15. Acquisition/Prepayment.

      On or before November 1, 2005 the Company shall have either:

            (a) Acquired all of the capital stock of each of CAMCO, Inc., a
            Nevada corporation and SuperPawn, Inc., a Nevada corporation; or

            (b) repaid Indebtedness for Borrowed Money of the Company (other
            than Indebtedness for Borrowed Money owing to the Company or any of
            its Affiliates

                                       3



            and Indebtedness for Borrowed Money in respect of any revolving
            credit or similar credit facility providing the Company with the
            right to obtain loans or other extensions of credit from time to
            time, except to the extent that in connection with such payment of
            Indebtedness for Borrowed Money the availability of credit under
            such credit facility is permanently reduced by an amount not less
            than the amount of the funds applied to the payment of such
            Indebtedness for Borrowed Money) which by its terms is not
            subordinated in right of payment to the Notes ("Payment
            Indebtedness"); provided that in that course of making such
            repayment the Company shall offer to prepay each outstanding Note in
            accordance with Section 5.07 in a principal amount which, when added
            to the Make-Whole Amount applicable thereto, equals the Ratable
            Portion for such Note. If any holder of a Note fails to accept such
            prepayment, then, for purposes of the preceding sentence only, the
            Company nevertheless will be deemed to have paid Payment
            Indebtedness in an amount equal to the Ratable Portion in respect of
            such Note. As used herein the term "Ratable Portion" in respect of a
            holder of Notes means the product of (x) the Remaining Proceeds
            Amount multiplied by (y) a fraction the numerator of which is the
            outstanding principal amount of Notes held by such holder and the
            denominator of which is the aggregate principal amount of Payment
            Indebtedness then outstanding (including Payment Indebtedness
            evidenced by the Notes) that will receive or be offered any portion
            of such repayment (calculated immediately prior to such repayment
            and offer). As used herein the term "Remaining Proceeds Amount"
            shall be an amount equal to the greater of (1) zero (0) and (2) the
            result of (A) $80,000,000 minus (B) the aggregate cash consideration
            paid by the Company to acquire one or more operating businesses
            engaged in the same line of business as the Company during the
            period beginning September 1, 2004 and ending November 1, 2005."

      3.5. SECTION 9.02; CONSOLIDATED TANGIBLE NET WORTH. Section 9.02 of the
Existing Note Agreement shall be and is hereby amended and replaced in its
entirety to read as follows:

            "SECTION 9.02. Consolidated Tangible Net Worth.

            (a) If, on or before November 1, 2005, the Company has acquired all
            the capital stock of each of CAMCO, Inc., a Nevada corporation and
            SuperPawn, Inc., a Nevada corporation, then the Company will not
            permit Consolidated Tangible Net Worth at any time to be less than
            the sum of (i) $66,676,000 plus (ii) 50% of Consolidated Adjusted
            Net Income (but only if positive) for each Fiscal Quarter ending on
            or after August 12, 2002.

            (b) If, on or before November 1, 2005, the Company has not (i)
            acquired all the capital stock of each of CAMCO, Inc., a Nevada
            corporation and SuperPawn, Inc., a Nevada corporation or (ii)
            completed at least $80,000,000 of replacement acquisitions, then the
            Company will not permit Consolidated Tangible Net Worth at any time
            to be less than the sum of (i) $30,625,000 plus (ii) 50% of
            Consolidated Adjusted Net Income (but only if positive) for each
            Fiscal Quarter ending on or after December 31, 1992."

                                       4



      3.6. SECTION 9.14; LIMITATION ON SALE OR ISSUANCE OF SUBSIDIARY STOCK.
Each of Sections 9.14(a) and 9.14(b) of the Existing Note Agreement shall be and
is hereby amended by adding at the end of each such Section the following:
"Notwithstanding the foregoing, the Company or any Subsidiary may at any time
prior to November 1, 2004 complete any one or more Foreign Entity Sales so long
as no Default or Event of Default exists at the time of such Foreign Entity
Sale."

      3.7. SECTION 9.15; LIMITATION ON SALE OF PROPERTIES. Section 9.15 of the
Existing Note Agreement shall be and is hereby amended by inserting the
following sentence at the end of such Section, to read in its entirety as
follows:

      "Notwithstanding the foregoing, the Company or any Subsidiary may at any
      time prior to November 1, 2004 complete any one or more Foreign Entity
      Sales, so long as no Default or Event of Default exists at the time of
      such Foreign Entity Sale."

Such amendments are referred to herein, collectively, as the "AMENDMENTS."

4.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      To induce you to enter into this Amendment Agreement and to consent to the
Amendments, the Company represents and warrants to you as follows:

      4.1.  FULL DISCLOSURE.

      Neither the financial statements and other certificates previously
provided to each of the Current Holders pursuant to the provisions of the
Existing Note Agreement nor the statements made in this Amendment Agreement nor
any other written statements furnished to each of the Current Holders by or on
behalf of the Company in connection with the proposal and negotiation of the
transactions contemplated hereby, taken as a whole, contained any untrue
statement of a material fact or omitted a material fact necessary to make the
statements contained therein and herein not misleading, in each case as of the
time such financial statements or certificates were provided or such statements
were made or furnished. There is no fact known to the Company relating to any
event or circumstance that has occurred or arisen since the Closing Date that
the Company has not disclosed to each of the Current Holders in writing that has
had or, so far as the Company can now reasonably foresee, could reasonably be
expected to have, a Material Adverse Effect.

      4.2.  POWER AND AUTHORITY.

      The Company has all requisite corporate power and authority to enter into
and perform its obligations under this Amendment Agreement.

      4.3.  DUE AUTHORIZATION.

      This Amendment Agreement has been duly authorized by all necessary action
on the part of the Company, has been executed and delivered by a duly authorized
officer of the Company,

                                       5



and constitutes a legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, except that enforceability may be
limited by applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium, or other similar laws affecting the enforceability of creditors'
rights generally and subject to the availability of equitable remedies.

      4.4.  NO DEFAULTS.

      No event has occurred and no condition exists that, upon the execution and
delivery of this Amendment Agreement, would constitute a Default or an Event of
Default.

5.    EFFECTIVENESS OF AMENDMENTS.

      The Amendments shall become effective as of the first date written above
(the "EFFECTIVE DATE") upon the satisfaction of all of the following conditions
precedent:

      5.1.  EXECUTION AND DELIVERY OF THIS AMENDMENT AGREEMENT.

      The Company and each of the Current Holders shall have executed and
delivered this Amendment Agreement.

      5.2.  NEW BANK LOAN AGREEMENT CONSENT.

      Each of the Current Holders shall have received an executed amendment by
and among the Company, Wells Fargo Bank Texas, National Association and the
other Lenders party to that certain Credit Agreement, dated as of August 14,
2002 (the "NEW BANK LOAN AGREEMENT"), permitting the Company's sale of each of
(i) Harvey & Thompson Limited, a limited liability company organized under the
laws of the United Kingdom, and (ii) Svensk Pantbelaning Service, AB, a joint
stock company organized under the laws of Sweden, and waiving the Company's
compliance with various sections of the New Bank Loan Agreement with respect to
such sale.

      5.3.  GUARANTORS.

      Each Guarantor which delivered a Joint and Several Guaranty shall have
executed and delivered to you the Consent and Reaffirmation attached hereto as
Exhibit A.

      5.4.  AMENDMENT FEE.

      The Company shall have paid each holder of a Note a fee in an amount equal
to the product of (a) 0.10 percent (10 basis points) times (b) the outstanding
principal amount of Notes held by such holder on the date hereof.

      5.5.  FEES AND EXPENSES.

      Whether or not the Amendments become effective, the Company will promptly
(and in any event within thirty Business Days of receiving any statement or
invoice therefor) pay all reasonable fees, expenses and costs relating to this
Amendment Agreement, including, but not limited to, the reasonable fees of your
special counsel, Bingham McCutchen LLP, incurred in

                                       6



connection with the preparation, negotiation and delivery of this Amendment
Agreement and any other documents related thereto. Nothing in this Section shall
limit the Company's obligations pursuant to Section 11.02 of the Note Agreement.

6.    MISCELLANEOUS.

      6.1.  PART OF EXISTING NOTE AGREEMENT; FUTURE REFERENCES, ETC.

      This Amendment Agreement shall be construed in connection with and as a
part of the Existing Note Agreement and, except as expressly amended by this
Amendment Agreement, all terms, conditions and covenants contained in the
Existing Note Agreement are hereby ratified and shall be and remain in full
force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Existing Note Agreement without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

      6.2.  COUNTERPARTS.

      This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

      6.3.  GOVERNING LAW.

      THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK.

   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]

                                       7



      If you are in agreement with the foregoing, please so indicate by signing
the acceptance below on the accompanying counterpart of this agreement and
returning it to the Company, whereupon it will become a binding agreement among
you and the Company.

                                           CASH AMERICA INTERNATIONAL, INC.

                                           By: /s/ David J. Clay
                                               ---------------------------------
                                           Name:   David J. Clay
                                           Title:  Vice President and Treasurer

      The foregoing Amendment Agreement is hereby accepted as of the date first
above written. By its execution below, each of the undersigned represents that
it is either the registered owner of one or more of the Senior Notes or is the
beneficial owner of one or more of the Senior Notes and is authorized to enter
into this Agreement in respect thereof.

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By: /s/ Estelle Simsolo
    ------------------------------------
Name:   Estelle Simsolo
Title:  Director-Private Placements

              [Signature Page to Amendment No. 8 to Note Agreement]



                                     ANNEX 1

                                 CURRENT HOLDERS

Teachers Insurance and Annuity Association of America



                                    EXHIBIT A

                            CONSENT AND REAFFIRMATION

      Each of the undersigned (the "GUARANTORS") hereby (i) acknowledges receipt
of a copy of the foregoing Supplement No. 8 to Note Agreement (the "EIGHTH
AMENDMENT"); (ii) consents to the Company's execution and delivery thereof;
(iii) agrees to be bound thereby; and (iv) affirms that nothing contained
therein shall modify in any respect whatsoever its guaranty of the obligations
of the Company to the holders of the Notes pursuant to the terms of those
certain Joint and Several Guaranties, entered into by the Guarantors pursuant to
the terms of the Note Agreement (collectively, the "GUARANTY"), and (v)
reaffirms that the Guaranty is and shall continue to remain in full force and
effect. Although each of the Guarantors has been informed of the matters set
forth herein and in the Eighth Amendment and has acknowledged and agreed to
same, such Guarantors understand that the holders of the Notes have no
obligation to inform any of the Guarantors of such matters in the future or to
seek any of the Guarantors' acknowledgment or agreement to future amendments or
waivers, and nothing herein shall create such a duty.

      In witness whereof, each of the undersigned has executed this Consent and
Reaffirmation on and as of the date of such Eighth Amendment.

                                        GUARANTORS

                        BRONCO PAWN & GUN, INC., AN OKLAHOMA CORPORATION
                        CASH AMERICA FINANCIAL SERVICES, INC.,
                         A DELAWARE CORPORATION
                        CASH AMERICA FRANCHISING, INC.
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA MANAGEMENT L.P.,
                         A DELAWARE LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER,
                        CASH AMERICA HOLDING, INC.
                        CASH AMERICA OF MISSOURI, INC.
                        CASH AMERICA PAWN L.P., A DELAWARE LIMITED PARTNERSHIP,
                         BY ITS GENERAL PARTNER, CASH AMERICA HOLDING, INC.
                        CASH AMERICA PAWN, INC. OF OHIO
                        CASH AMERICA, INC.
                        CASH AMERICA, INC. OF ALABAMA
                        CASH AMERICA, INC. OF COLORADO
                        CASH AMERICA, INC. OF ILLINOIS, AN ILLINOIS CORPORATION
                        CASH AMERICA, INC. OF INDIANA
                        CASH AMERICA, INC. OF KENTUCKY
                        CASH AMERICA, INC. OF LOUISIANA
                        CASH AMERICA, INC. OF NORTH CAROLINA
                        CASH AMERICA, INC. OF OKLAHOMA
                        CASH AMERICA, INC. OF SOUTH CAROLINA
                        CASH AMERICA, INC. OF TENNESSEE
                        CASH AMERICA, INC. OF UTAH



                        DOC HOLLIDAY'S PAWNBROKERS & JEWELLERS, INC.,
                         A DELAWARE CORPORATION
                        EXPRESS CASH INTERNATIONAL CORPORATION
                        FLORIDA CASH AMERICA, INC.
                        GAMECOCK PAWN & GUN, INC., A SOUTH CAROLINA CORPORATION
                        GEORGIA CASH AMERICA, INC.
                        HORNET PAWN & GUN, INC., A NORTH CAROLINA CORPORATION
                        LONGHORN PAWN & GUN, INC., A TEXAS CORPORATION
                        MR. PAYROLL CORPORATION, A DELAWARE CORPORATION
                        TIGER PAWN & GUN, INC., A TENNESSEE CORPORATION
                        UPTOWN CITY PAWNERS, INC., AN ILLINOIS CORPORATION
                        VINCENT'S JEWELERS AND LOAN, INC.
                        CASHLAND FINANCIAL SERVICES, INC.
                        CASH AMERICA ADVANCE, INC.
                        RATI HOLDING, INC.

                        By: /s/ David J. Clay
                            ---------------------------------
                        Name:   David J. Clay
                        Title:  Treasurer for All

                        CASH AMERICA INTERNATIONAL, INC.

                        By: /s/ David J. Clay
                            ---------------------------------
                        Name:   David J. Clay
                        Title:  Vice President and Treasurer

EX-99.1

Exhibit 99.1

Additional Information:	For Immediate Release
Thomas A. Bessant, Jr.
(817) 335-1100

***********************************************************************************************************
CASH AMERICA COMPLETES SALE OF EUROPEAN BUSINESSES AND ANNOUNCES
AGREEMENT TO BUY LARGEST U.S. BASED INDEPENDENT PAWN LENDING BUSINESS
***********************************************************************************************************

Fort Worth, Texas (September 8, 2004) — Cash America International, Inc. (NYSE: PWN) announced today that it has sold its two European subsidiaries in a single transaction and in a separate transaction signed an agreement for the purchase of a 41-store chain of pawn locations based in Las Vegas, Nevada. The sale of the two European pawn-lending businesses, Harvey and Thompson based in London, England, and Svensk Pantbelåning based in Stockholm, Sweden, was completed on September 7, 2004. On the same day, Cash America entered into an agreement to purchase the pawn operating assets of Camco, Inc., which does business under the trade name SuperPawn in four western states.

Commenting on the transactions, Chief Executive Officer and President of Cash America, Daniel R. Feehan said, “The combination of sale and purchase transactions allows Cash America to focus exclusively on our growth opportunities in the United States. We have enjoyed a great deal of success in our European businesses, growing revenue and earnings significantly while expanding the store base from 24 units in 1992 to today’s level of 69 lending locations. However, we now believe the growth opportunities for both our pawn and short-term cash advance businesses are more plentiful and potentially more rewarding in the U.S. than any opportunities we find in Europe. The sale of our European businesses will allow us to redeploy resources from Europe into opportunities closer to home with greater potential synergies. We are fortunate to find a significant opportunity for redeployment so quickly with the SuperPawn acquisition.”

SuperPawn is the largest privately-owned pawn operation in the United States with pawn lending locations in Nevada, Arizona, Washington and California. Formed in 1967, SuperPawn operates primarily in Las Vegas, Nevada, where it has 21 locations. The business also has 5 locations in Reno, Nevada, 10 in Phoenix, Arizona, 4 in Seattle, Washington, and one in San Diego, California. The transaction provides Cash America its initial entry into all of these markets and a major expansion into the Western United States beyond Colorado and Utah where Cash America now operates. SuperPawn reported total pawn loans, as of June 30, 2004, of $25.4 million with a heavy emphasis on jewelry lending and retail sales. SuperPawn recently introduced the cash advance business into its lending locations but has not established meaningful balances. Cash America’s successful experience with the cash advance business in its current 388 pawn locations should help SuperPawn shorten its learning cycle and potentially accelerate growth in that product.

The Company estimates that the gross purchase price of the SuperPawn acquisition to be approximately $125 million, with the closing expected to take place in the next 90 days, subject to customary final stages of due diligence and approvals of regulatory agencies. Consideration paid will include approximately $15 million of Cash America common stock and the balance in cash. For the twelve-month period ended June 30, 2004, SuperPawn reported total revenue of $67 million.

The sale of the Company’s two foreign subsidiaries was closed and funded on September 7, 2004. The buyer of the shares of the two businesses is The Rutland Fund which is managed by Rutland Partners LLP, a U.K. based business acquisition fund specializing in European niche opportunities. Total consideration paid to Cash America, before taxes, was approximately $128 million including $12.5 million in notes receivable with the residual in cash, based on approximated exchange rates. For the fiscal year ended December 31, 2003, the two European subsidiaries combined to produce total revenue of $49 million and operating income of $12.5 million.

Cash America entered the European market in 1992 when it acquired Harvey and Thompson. The London based pawnbroker was and still remains the market leader in pawn lending in the United Kingdom. The business has provided pawn loans throughout the United Kingdom since the early 1900s. Cash America viewed the business as an opportunity to expand its presence and to introduce concepts successful in its U.S. pawn lending activities overseas. Today, Harvey and Thompson offers pawn loans, check cashing, cash advances on behalf of a third-party provider and conducts a significant amount of retail sales of unredeemed pawn collateral through its 57 locations. Svensk Pantbelåning also founded at the turn of the twentieth

century, was acquired in 1994 to broaden Cash America’s European presence and seek opportunities to expand into other Scandinavian countries. Since its acquisition, the Company has increased its number of operating locations from 9 to 13, with the majority of locations in Stockholm.

Cash America will conduct a conference call to discuss the transactions on September 8, 2004 at 7:30 AM CST. A live web cast of the call will be available on the home page of the Company’s corporate web site (www.cashamerica.com). To listen to the live call, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software.

Forward-Looking Information
The elimination of the foreign source revenue and earnings to the consolidated Company will decrease earnings until the cash proceeds from the transaction are reinvested in comparable earning assets. Management has identified an opportunity and entered into an agreement to redeploy the proceeds from the European sale into its acquisition of SuperPawn. In the near term, because the Company’s U.S. operations have been performing above management’s estimates for the third quarter ending September 30, 2004, and since the Company will include two months of foreign earnings in the third quarter, management believes the Company will still achieve earnings within its published targeted range of earnings per share guidance of between 28 cents and 31 cents per share in the third quarter, excluding the gain and related adjustments on the sale of the European businesses. The sensitivity of the final closing date of the acquisition of SuperPawn, brought about by uncertain timing of regulatory approvals, leads management to adjust fourth quarter results for the elimination of the foreign business. Partially offsetting this effect is the current trend in pawn loans and cash advance balances, which have shown better than expected growth thus far, leading to an estimate for the full year of 2004 of earnings per share of $1.37 to $1.44 per share, excluding the gain and related adjustments on the sale of the European businesses. A more detailed discussion and estimate will be provided when the Company releases third quarter earnings. The 2004 estimate compares to $1.08 per share in earnings for fiscal 2003, excluding the impact of the sale of a non-operating asset in the second quarter of 2003 of 5 cents per share.

Preliminary estimates for the following fiscal year of 2005 are based on management’s current expectation that the acquisition of SuperPawn will be completed and that asset levels in the remainder of the U.S. will continue to grow. Based on these considerations management is providing an initial range of earnings per share of between $1.62 and $1.72 for fiscal 2005. This estimate would be negatively affected if the SuperPawn acquisition fails to close or closes much later than January 1, 2005.

Cash America International, Inc. is a provider of specialty financial services to individuals in the United States with 721 total locations. Cash America is the largest provider of secured non-recourse loans to individuals, commonly referred to as pawn loans, through 402 locations in 17 states under the brand name Cash America Pawn. The Company also offers short-term cash advances in many of its U.S. locations including 28 locations that offer only this service under the brand name Cash America Payday Advance. In addition, the Company provides short-term cash advances and check cashing through its 153 “Cashland” consumer finance centers, and check cashing services through its 138 franchised and Company-owned “Mr. Payroll” check cashing centers.

This release contains forward-looking statements about the business, financial condition and prospects of Cash America International, Inc. and its subsidiaries (“the Company”). The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation, changes in demand for the Company’s services, the actions of third parties who offer products and services at the Company’s locations, changes in competition, the ability of the Company to open new operating units in accordance with its plans, economic conditions, real estate market fluctuations, interest rate fluctuations, changes in the capital markets, changes in tax and other laws and governmental rules and regulations applicable to the Company’s business, and other risks indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, terms such as “believes”, “estimates”, “plans”, “expects”, “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.

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