Amendment No. 4 To 1997 Stock Option Plan

EXHIBIT 10.1

AMENDMENT NO. 4
TO THE
ACE CASH EXPRESS, INC.
1997 STOCK OPTION PLAN

Ace Cash Express, Inc. (the " Company" ) hereby amends the Ace Cash Express, Inc. 1997 Stock Option Plan (the " Plan" ), effective as set forth herein.

WHEREAS, the Plan was adopted by the Board of Directors of the Company on August 4, 1997, and has been amended thrice since then; and

WHEREAS, the Company desires to amend the Plan further in certain respects as set forth herein to authorize restricted stock grants under the Plan;

NOW, THEREFORE, pursuant to the provisions of Section 17 of the Plan, the Company amends the Plan as follows:

1. The title or name of the Plan is hereby amended to be the " Ace Cash Express, Inc. 1997 Stock Incentive Plan." The definition of " Plan" in Section 21(j) of the Plan is hereby amended to correspond to the title or name of the Plan as so amended, and all references to the Plan in any agreement or document shall be deemed to be to the title or name as so amended. 2. Section 1 of the Plan is hereby amended to read in its entirety as follows:

1. PURPOSE. The purpose of the Plan is to provide key employees with a proprietary interest in the Company through the granting of options and Restricted Stock Awards which will (a) increase the interest of the key employees in the Company' s and its Subsidiaries' welfare; (b) furnish an incentive to the key employees to continue their services for the Company and its Subsidiaries; and (c) provide a means through which the Company and its Subsidiaries may attract able persons to enter its employ.

3. The first sentence of Section 3 of the Plan is hereby amended to read in its entirety as follows:

The Committee shall, from time to time, select the particular key employees of the Company and its Subsidiaries to whom options and Restricted Stock Awards are to be granted and who will, upon such grant, become participants in the Plan. For purposes of the Plan, " key employees" are those officers and employees whose performance and responsibilities are determined by the Committee to be influential to the success of the Company and its Subsidiaries.

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4. Section 5 of the Plan is hereby amended to read in its entirety as follows:

5. SHARES SUBJECT TO PLAN . The Board may not grant options and Restricted Stock Awards under the Plan in the aggregate for more than 1,715,000 shares of Common Stock of the Company, including (without limitation) to any key employee, but this number may be adjusted to reflect, if deemed appropriate by the Committee, any stock dividend, stock split, share combination, recapitalization, or the like of or by the Company. Shares to be optioned and sold or to be granted as Restricted Stock Awards may be made available or granted from either authorized but unissued Common Stock or Common Stock held by the Company in its treasury. Shares that by reason of the expiration, forfeiture or cancellation of an option or Restricted Stock Award or otherwise are no longer subject to purchase pursuant to an option, or are no longer outstanding as a Restricted Stock Award, granted under the Plan may be re-offered under the Plan.

5. Section 7 of the Plan is hereby amended to read in its entirety as follows:

7. ALLOTMENT OF SHARES . The Committee shall determine the number of shares of Common Stock to be offered from time to time by grant of options and Restricted Stock Awards to key employees of the Company or its Subsidiaries. The grant of an option or a Restricted Stock Award to a key employee shall not be deemed to entitle the employee to, or to disqualify the employee from, participation in any other grant of options or Restricted Stock Awards under the Plan.

6. Section 12 of the Plan is hereby amended by changing the caption of it to " PAYMENT AND EXERCISE OF OPTION." and by adding to it, as the second paragraph of Section 12, all of the text of Section 13 of the Plan other than the number designation and the caption of Section 13, so that all of Section 13 of the Plan (other than the number designation) is combined with, as a part of, Section 12 of the Plan. 7. The Plan is hereby amended by deleting the existing Section 13 as a separate section and adding a new Section 13 to the Plan to read as follows:

13. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS . Each Restricted Stock Agreement shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of such Restricted Stock Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Agreements need not be identical, but each such Restricted Stock Agreement shall be subject to the terms and conditions of this Section 13.

(a) Forfeiture Restrictions. Shares of Common Stock that are the subject of a Restricted Stock Award shall ...