Form of Convertible Promissory Note

Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT" ), OR ANY STATE SECURITIES LAWS (" BLUE SKY LAWS" ). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. Issuance Date: , 2005 Principal: U.S. $ CONVERTIBLE SUBORDINATED PROMISSORY NOTE Ace Cash Express, Inc., a Texas corporation (the " Company" ), for value received, promises to pay to Popular Cash Express, Inc., a Delaware corporation, or its registered assigns, (the " Holder" ), the principal sum of dollars ($___), in lawful money of the United States of America and in immediately available funds, plus interest on the principal amount hereof, at the annual rate of three and five-eighths percent (3.625%), payable in accordance with the terms set forth in Section 2 hereof. 1. Definitions . Unless the context indicates otherwise, capitalized terms used herein but not defined herein shall have the meanings given them in the Asset Purchase Agreement. In addition, the following terms used herein shall have the following meanings: 1.1 " Affiliate" means, with respect to Holder, another person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Holder. 1.2 " Asset Purchase Agreement" means the Asset Purchase Agreement dated as of , 2005 between the Holder, the Company and Popular North America, Inc., a Delaware corporation.


1.3 " Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in Texas are required or authorized to be closed. 1.4 " Change of Control" shall mean (i) any transaction or series of related transactions as a result of which any person or persons, including but not limited to any " person" or " group" (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than the Permitted Investors, acquires beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of more than 50% of (a) the then outstanding shares of common stock of the Company or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors ( provided , however , that an underwritten public offering of the Company' s common stock registered under the Securities Act of 1933, as amended, that has been approved by a majority of the Continuing Directors shall not be deemed to be a Change of Control); (ii) any merger, consolidation, share exchange, sale of assets or other reorganization to which the Company is a party and as a result of which members of the Board of Directors in office immediately prior to such transaction or event thereafter constitute less than a majority of the whole Board of Directors; or (iii) the first day on which a majority of the members of the Board of Directors of the Company is not constituted by Continuing Directors. As used herein, " Continuing Directors" shall mean as of any date of determination, the directors of the Company on the Initial Closing Date and each other individual becoming a director subsequent to the Closing Date whose election, or nomination for election by the Company' s shareholders, was approved by a vote of a majority of the Continuing Directors as of such date, and " Permitted Investors" shall mean, collectively, (i) all officers of the Company on the Initial Closing Date, (ii) all members of the Board of Directors of the Company on the Initial Closing Date, (iii) Raymond C. Hemmig, (iv) Donald H. Neustadt, (v) Marshall B. Payne, and (vi) Edward W. Rose III. 1.5 " Common Stock" means the Company' s common stock, $.01 par value per share. 1.6 " Conversion Date" means the date of the Conversion Notice delivered to the Company by the Holder in accordance with Section 4 hereof. 1.7 " Conversion Price" means $___ 1 per share of Common Stock, subject to adjustment as set forth in Section 12 hereof. 1 This number shall be calculated as follows and inserted into the executed Note: equal to the product of (A) the average of the closing stock trading prices of the Common Stock, as

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1.8 " Credit Agreement" means the First Amended and Restated Credit Agreement, dated as of July 30, 2004, among the Company, the lenders party thereto, and Wells Fargo Bank, National Association, as Administration Agent, as such agreement may have been or may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including successive modifications of the foregoing). 1.9 " Interest Payment Date" shall mean March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2005. 1.10 " Note" means this Convertible Promissory Note. 1.11 " Senior Indebtedness" means (i) all indebtedness, liabilities and obligations of the Company, whether absolute or contingent, now or hereafter existing, or due or to become due and from time to time outstanding, under or pursuant to the Credit Agreement (including, without limitation, all principal, interests, fees, costs, expenses and indemnity obligations thereunder) and any and all post-petition interest and costs from and after the date of filing of a petition by or against the Company in any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and (ii) all other indebtedness of the Company and all obligations of the Company thereunder, whether outstanding on the date of this Note or thereafter incurred, unless the instrument under which such indebtedness is incurred expressly provides that it is on parity or subordinated in right of payment to this Note. 2. Maturity, Payment of Interest . 2.1 Maturity . Unless otherwise converted as provided herein, the outstanding principal under this Note and accrued and unpaid interest thereon will be due and payable in full on demand at any time after the earlier to occur of: (i) December 31, 2025; (ii) upon the date of a redemption at the option of the Company in accordance with Section 5.1 hereof; (iii) upon the date the Company is obligated to repurchase at the option of the Holder in accordance with Section 5.2 hereof; or (iv) upon the date the Company is obligated to repurchase at the option of the Holder in accordance with Section 5.4 hereof (each a " Maturity Date" ). 2.2 Interest . The outstanding principal balance of this Note shall bear interest at 3.625% from the date hereof until the earlier to occur of: (i) the conversion quoted on the Nasdaq National Market, during the thirty (30) trading days prior to the date of the Initial Closing, multiplied by (B) one hundred thirty five percent (135%).

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pursuant to Section 4.1 hereof; or (ii) the Maturity Date. Interest shall be computed on the basis of a year of a 360-day year comprised of twelve 30-day months. Interest shall be paid quarterly in arrears on each Interest Payment Date. If the principal balance of this Note is not paid by the Maturity Date, it shall accrue interest until paid in full. 3. Subordination . The indebtedness evidenced by this Note, and the payment of principal of, premium, if any, and interest on the Notes (including with respect to any repurchase of the Notes) is hereby expressly subordinated in right of payment to Senior Indebtedness. So long as any default by the Company has occurred under any instrument or agreement evidencing any Senior Indebtedness, no payment shall be made in respect of this Note until, in the case of a payment default, upon the date on which such default is cured or waived and, in the case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 calendar days after the date on which the applicable payment blockage notice is received by the Company, unless a payment default has occurred and is continuing, including as a result of the acceleration of the maturity of any Senior Indebtedness. After a payment blockage notice is given for a non-payment default, no new period of payment blockage for a non-payment default may be commenced unless and until three hundred sixty (360) calendar days have elapsed since the effectiveness of the immediately prior payment blockage notice and all scheduled payments of principal, premium, if any and interest on this Note that have come due have been paid in full in cash. Nothing in this Section 3 hereof shall prohibit conversion of this Note pursuant to Section 4 hereof. Upon any distribution to the creditors of the Company upon any total or partial liquidation, dissolution or winding up of the Company or in any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, whether voluntary or involuntary, or assignment for the benefit of creditors or any marshalling of the Company' s assets or liabilities, the holders of Senior Indebtedness shall be entitled to be indefeasibly paid in full in cash before the Holder shall be entitled to receive any payment. In the event the Holder obtains any payment in violation of the terms of subordination contained herein, such funds shall be held in trust for the holders of Senior Indebtedness and paid to them or their representatives upon request. The Holder may not commence any action or proceeding against the Company to recover all or any part of this Note unless (a) a representative of the lenders under the Credit Agreement shall (i) also join in bringing any proceedings against the Company or (ii) request the Holder to file a claim in any such proceeding or (iii) the Senior Indebtedness has been indefeasibly paid in fill in cash. If any payment or other transfer to any holder of Senior Indebtedness is held to constitute a preference or voidable transfer under applicable state or federal laws, or if for any other reason any holder of Senior Indebtedness is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person or to reconvey any property transferred, such payment or other transfer to such holder of Senior Indebtedness shall not constitute a release of the Holder from any liability or obligations hereunder, and the Holder agrees and acknowledges that the

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subordination provided in this Section 3 shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments or other transfer. No action or inaction taken by any holders of any Senior Indebtedness shall in any manner impair the obligations of the Holder or affect the rights of any holder of any Senior Indebtedness in respect of the subordination provided in this Section 3 . 4. Conversion of the Note . This Note shall be convertible according to the following terms: 4.1. Conversion . Subject to Section 5.1 hereof, the Holder is entitled, at the Holder' s option to convert this Note, plus accrued and unpaid interest, if any, up to, but excluding, the Conversion Date into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of such conversion. 4.2. Mechanics of Conversion . To effect a conversion pursuant to Section 4.1 hereof, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent for the C ...