Non-employee Directors Stock Incentive Plan

Exhibit 10.1 ACE CASH EXPRESS, INC. NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN AUGUST 23, 2005 On August 23, 2005 (the " Effective Date" ), the Board of Directors of Ace Cash Express, Inc. (the " Company" ) adopted the following Non-Employee Directors Stock Incentive Option Plan: 1. PURPOSE. The purpose of the Plan is to provide non-employee directors with a proprietary interest in the Company through the granting of Options and Restricted Stock Awards which will (a) increase the interest of the non-employee directors in the Company' s welfare; (b) furnish an incentive to the non-employee directors to continue their services for the Company; and (c) provide a means through which the Company may attract able persons to serve on the Board. 2. ADMINISTRATION. The Plan will be administered by the Committee. 3. PARTICIPANTS. The Committee shall, from time to time, select the particular non-employee directors of the Company to whom Options and Restricted Stock Awards are to be granted under the Plan and who will, upon such grant, become participants in the Plan (or Grantees). 4. SHARES SUBJECT TO PLAN. The Committee may not grant Options and Restricted Stock Awards under the Plan in the aggregate for more than 200,000 shares of Common Stock of the Company, but this number may be adjusted to reflect, as 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 or re-granted under the Plan.

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5. ALLOTMENT OF SHARES. The Committee shall determine the number of shares of Common Stock to be offered, sold or delivered from time to time by grant of Options and Restricted Stock Awards to particular non-employee directors of the Company. The grant of an Option or a Restricted Stock Award to a non-employee director shall not be deemed to entitle the non-employee director to, or to disqualify the non-employee director from, participation in any other grant of Options or Restricted Stock Awards under the Plan. 6. TERMS AND CONDITIONS OF OPTIONS. Subject to any other specific provisions or limitations of the Plan, the Committee shall determine the provisions, terms and conditions of each Option, including (but not limited to) the vesting schedule, the number of shares of Common Stock subject to the Option, the period during which the Option may be exercised, forfeiture provisions, methods of payment, and all other terms and conditions of the Option. (a) Option Agreements and Grant Date . Each Option granted under the Plan shall be evidenced by an Option Agreement in such form (which need not be the same for each Grantee) as the Committee from time to time approves, but which is not inconsistent with the Plan. The Company shall execute Option Agreements upon instructions from the Committee. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option unless otherwise specified by the Committee. The Option Agreement evidencing the Option will be delivered to the Grantee with a copy of the Plan and other relevant Option documents, within a reasonable time after the date of grant. (b) Exercise Price . The Committee shall determine the exercise price of each Option at the time a grant is made; provided, that the exercise price shall not be less than the Fair Market Value of the shares of Common Stock covered by the Option on the date of grant. (c) Option Period . Options shall be exercisable within the time or times or upon the event or events determined by the Committee and set forth in the Option Agreement; provided, however, that no Option shall be exercisable later than the tenth anniversary of the grant date of the Option. (d) Transferability of Options . Options granted under the Plan, and any interest therein, shall not be transferable or assignable by the Grantee, and may not be made subject to execution, attachment or similar process, other than by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Grantee only by the Grantee; provided, that the Grantee may designate any person or persons who may exercise his Options following his death.

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(e) Exercise of Options; Notice . Options may be exercised only by delivery to the Company of a written exercise notice approved by the Committee (which need not be the same for each Grantee), stating the number of shares of Common Stock being purchased, the method of payment, and such other matters as may be deemed appropriate by the Company in connection with the issuance of shares of Common Stock upon exercise of the Option, together with payment in full of the exercise price for the number of shares of Common Stock being purchased. The form of such exercise notice may be set forth as part of an Option Agreement. (f) Rights in Event of Death or Disability . If a Grantee dies or becomes disabled before termination of his right to exercise an Option under his Option Agreement without having totally exercised the Option, the Option may be exercised, to the extent of the shares with respect to which the Option could have been exercised by the Grantee on the date of his death or disability, by (i) the Grantee' s estate or by the person or persons who acquired the right to exercise the Option by bequest or inheritance or by reason of the death of the Grantee, or (ii) the Grantee or his personal representative in the event of the Grantee' s disability; provided, that the Option may be exercised only before the date of its expiration or not more than 180 days after the date of the Grantee' s death or disability, whichever first occurs. The disability and the date of disability of a Grantee shall be determined by the Committee. (g) Payment . Full payment for shares purchased upon exercising an Option shall be made in cash or by check at the time of exercise, or on such other terms as are set forth in the applicable Option Agreement. No shares of Common Stock may be issued until full payment of the purchase price therefor has been made, and a Grantee will have none of the rights of a shareholder until shares are issued to him. 7. 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 ea ...