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Administrative Credit Services Agreement

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EXHIBIT 10.1

ADMINISTRATIVE CREDIT SERVICES AGREEMENT
Texas

THIS ADMINISTRATIVE CREDIT SERVICES AGREEMENT (" Agreement" ) is made and entered into as of this 1 st day of July, 2005, by and between NCP FINANCE LIMITED PARTNERSHIP, an Ohio limited partnership (" Lender" ), and CASH AMERICA FINANCIAL SERVICES, INC., a Delaware corporation (" Cash America" ).

R E C I T A L S

The parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions which will govern certain services to be provided by Cash America to Lender in connection with the brokering and servicing of Loans (as defined below).

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, Lender and Cash America agree as follows:

1. Definitions . Except as may be explicitly stated otherwise herein, the following terms shall have the following meanings ascribed to them below:

" Advertising Materials" means all materials and methods used by Cash America in the performance of its marketing and promotion obligations under this Agreement, including, without limitation, advertisements, brochures, and similar materials.

" Borrowers" mean those persons who are borrowers with respect to the Loans.

" Loans" means small, short-term consumer loans made by Lender pursuant to this Agreement with the assistance of Cash America pursuant to the Program Guidelines to consumers in the State of Texas.

" Program" means the lending program of Lender for the origination and consummation of Loans pursuant to this Agreement.

" Program Guidelines" means those guidelines established pursuant to Section 7 below for the administration of the Program.

" Program Materials" means all promissory notes, documents, and materials and methods used in connection with the performance of the parties' obligations under this Agreement, including without limitation applications, disclosures and agreements required by the Rules, promissory notes, privacy policies, collection materials, and the like, but excluding Advertising Materials.

" Regulatory Authorities" means any local, state, or federal regulatory authority having jurisdiction or exercising regulatory or similar oversight with respect to Lender, Cash America, or Third Party Service Providers (except that nothing herein shall be deemed to constitute an acknowledgement by any party hereto that any

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Regulatory Authority has jurisdiction or exercises regulatory or similar oversight with respect to the Loans, the Program or any party hereto with respect to the performance of their respective obligations hereunder).

" Rules" means all local, state, and federal statutes, regulations, or ordinances applicable to the acts of Lender, Cash America, or a Third Party Service Provider as they relate to the Program; any order, decision, injunction, or similar pronouncement of any court, tribunal, or arbitration panel issued with respect to Lender, Cash America, or a Third Party Service Provider in connection with this Agreement or the Program; and any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of Lender, Cash America, or a Third Party Service Provider as they relate to this Agreement or the Program, if any.

" Third Party Service Provider" means any contractor or service provider directly or indirectly retained by Lender or Cash America, who provides or renders services in connection with the Program.

2. General Description of Program . The parties agree that the Program shall consist of the origination, funding, and collection of Loans in accordance with the Program Guidelines to Borrowers at such locations in the State of Texas as Cash America may designate from time to time. The parties agree that Lender shall have sole responsibility for establishing credit and underwriting criteria, making the decisions as to whether or not to make Loans to prospective Borrowers, funding the Loans, and, subject to the timely performance of Cash America' s obligations hereunder, managing the Program in accordance with Lender' s express obligations under this Agreement and the Program Guidelines. The parties further agree that Cash America' s responsibility under the Program shall be to act as a Credit Services Organization on behalf of consumers in accordance with the laws of the State of Texas and as such Cash America shall have the right to charge a Borrower a fee (a " CSO Fee" ) for brokering a Loan on behalf of such Borrower. Cash America shall not share with Lender, and Lender shall not accept, any portion of any CSO Fee obtained from a Borrower. The services Cash America provides to each Borrower shall be governed by a Credit Services Disclosure Statement (" CSO Disclosure Statement" ) and a Credit Services Contract between Cash America and each Borrower (each a " CSO Contract" ). Cash America, in Cash America' s sole discretion, shall be solely responsible for determining the amount of the CSO Fee, the disclosures set forth in the CSO Disclosure Statement and the terms and conditions of each CSO Contract and Cash America shall determine, in Cash America' s sole discretion, whether or not it is appropriate to offer any particular consumer the opportunity to apply for a Loan. The parties shall endeavor to begin the Program and commence making the Loans hereunder not later than July 1, 2005. Except as expressly provided below, (a) nothing herein shall be deemed to commit Lender to originate or fund any particular level or number of Loans, and (b) Lender makes no representation as to the amount of funding it will be able to raise for the Loans; provided, however, Lender hereby commits that it will have no less than $2,000,000 available to fund Loans that satisfy the Lender' s underwriting criteria for making such Loans. Additionally, nothing herein shall be deemed to commit Cash America to broker any particular level or number of applicants for Loans and Cash America makes no representation as to the number of Loan applications Cash America will submit to Lender on behalf of prospective Borrowers.

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3. Duties and Responsibilities of Lender . Lender shall perform and discharge the following duties and responsibilities:

(a) Develop (and from time to time as it determines appropriate, modify) and deliver to Processor (hereinafter defined) credit and underwriting criteria determined by Lender, in Lender' s sole discretion, to be reasonable and prudent for the Program and the Loans. (b) Make a determination, in Lender' s sole discretion, as to whether or not to extend a Loan to a prospective Borrower (which determination shall be made on a case by case basis or pursuant to scoring systems or other criteria or models established by Lender). (c) Extend credit to Borrowers in the form of Loans and fund the Loans. (d) Disburse the proceeds of Loans to Borrowers in the manner set out in the Program Guidelines. (e) Manage the Program in accordance with Lender' s express obligations under this Agreement and under the Program Guidelines and manage the portfolio of Loans using commercially reasonable standards of care, skill and attention, in each case subject to the timely performance by Cash America of Cash America' s obligations under this Agreement and the Program Guidelines. (f) Promptly deliver to Cash America all communications received from Borrowers or applicants who are denied a Loan (including, without limitation, information requests and bankruptcy filings) to the extent Cash America reasonably needs the same in order to service the Loans and to perform its other obligations hereunder. (g) Generate adverse action notices and other communications which may be required under the Rules to persons who apply for but are denied a Loan, subject to Cash America' s responsibility to deliver and manage such adverse action notices as described in the Program Guidelines.

4. Duties and Responsibilities of Cash America . Lender hereby appoints Cash America to perform certain brokering and servicing functions in connection with this Agreement under the Program and retains Cash America as its servicer for the Loans, as provided in this Agreement and in the Program Guidelines, and Cash America hereby accepts such appointment and agrees to perform and discharge the following duties and responsibilities:

(a) Market and promote the Loans and solicit potential Borrowers in the manner set out in Section 8 below. (b) Post a conspicuous notice at each of Cash America' s locations subject to this Agreement that identifies Lender as the lender of the Loans and providing such other information as Lender and Cash America may mutually agree from time to

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time, with each party acting in good faith and in a commercially reasonable manner. (c) Provide certain disclosures and agreements to each Borrower, including a CSO Disclosure Statement and a CSO Contract, in the manner described in the Program Guidelines. (d) Oversee the application process for Loans, solicit applications, and assist potential Borrowers in completing applications. (e) Maintain a contract with a third party loan underwriting service (" Processor" ) such as TeleTrack, Inc. that will receive Loan applications and evaluate such applications using Lender' s underwriting criteria. (f) Transmit Loan applications to Lender and/or Processor, as instructed by Lender. (g) Receive evaluations of Loan applications and the resulting Loan approval or denial decisions from Lender and/or Processor and forward such decisions to the applicable applicants. (h) Prepare and ensure the proper completion and delivery of Loan documentation to Lender, Processor (if instructed by Lender) and Borrowers. (i) Assist Lender in the disbursement of Lender' s Loan proceeds to Borrowers. (j) Service the Loans and forward to Lender, in the manner specified in Section 6 below, any Loan payments delivered to Cash America by Borrowers. The funds from these payments shall (i) belong to and be held in trust for Lender or the recipient designated by Lender, (ii) not be deposited in an account with other funds of Cash America or any other person, and (iii) not be used by Cash America for any purpose other than as expressly provided in this Agreement. (k) Reflect all Loan transactions and track Loan balances on an MIS and accounting system to be maintained by Cash America pursuant to the requirements of Section 11 below.

5. Defaulted Loans . A Loan shall default upon the occurrence of any of the following: (a) the Borrower fails to make any payment when due, (b) the Borrower makes any statement or representation in connection with obtaining a Loan which is false, (c) the Borrower fails to keep any promise or agreement it made to the Lender in any promissory note evidencing a Loan, or (d) the CSO Contract related to such Loan is cancelled for any reason prior to the Lender receiving payment in full on such Loan. Pursuant to each CSO Contract, and regardless of whether the CSO Contract is cancelled, Cash America agrees to, and hereby does, unconditionally guaranty, on behalf of the Borrower, and for the benefit of Lender, the prompt payment of all amounts due under each Loan to Lender. In full satisfaction of such guaranty obligations, Cash America will, on the day a Loan defaults, purchase such Loan from Lender for an amount equal to the principal, interest and fees accrued and outstanding as of such date. All

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such purchased Loans will be assigned by Lender to Cash America without recourse pursuant to a Master Assignment of Promissory Notes to be executed by Cash America and Lender on even date herewith. Following such assignment, all amounts paid by Borrowers with respect to such purchased Loans (including the proceeds of any new Loans made to Borrowers by Lender for the purpose of refinancing such purchased Loans) shall be for the account of Cash America.

6. Settlement . The parties agree to settle all amounts due from one party to the other pursuant to this Agreement and the Program Guidelines on a daily basis. Any payment due from one party to the other under this Agreement and the Program Guidelines shall be made by an automatic clearinghouse transfer with next day settlement on the business day immediately succeeding the transaction date. Within twenty (20) days after the end of each calendar month, the parties shall prepare a recap and reconciliation of all of the settlements made during that month, and if the reconciliation reveals that one party owes the other an amount necessary to correct an inaccuracy in the previous settlement process, that amount shall be paid immediately. The payment and purchase obligations of the parties under this Agreement and the Program Guidelines shall survive the termination of this Agreement and will remain in effect as long as any Loans remain on the books of Lender. Lender acknowledges and agrees that if it issues its draft to a Borrower for the disbursement of Loan proceeds to that Borrower and Cash America then honors that draft, the amount of the draft shall be considered due and owing from Lender to Cash America on the date that Cash America honors the draft. Pursuant to the requirements of Section 11 below, Cash America shall capture and record all relevant data concerning any Loan transaction and prepare appropriate reports and summaries as may be necessary to effect settlement hereunder, facilitate the review and analysis of all Loan activity, and permit Lender to reflect such Loan transactions on its books and records.

7. Program Guidelines . Lender and Cash America will mutually agree upon the Program Guidelines in writing from time to time. Except as provided in Section 9 below, the parties may modify the then current Program Guidelines only by means of a written agreement signed by duly authorized representatives of both parties. Both parties agree to act in good faith and in a commercially reasonable manner in connection with the establishment and modification, if any, of the Program Guidelines. The parties agree to perform their duties and responsibilities under this Agreement in accordance with the provisions of the Program Guidelines, as they may be modified from time to time.

8. Program Materials; Advertising Materials; Trade Names and Trademarks . The parties shall each be responsible for preparing their own respective Program Materials; provided, however, prior to the use of any Program Materials prepared by one party, the other party shall be entitled to review and approve such Program Materials in the manner described below. Each party agrees that it will not use any Program Materials unless such Program Materials have been approved in advance by the other party hereto. Cash America shall be responsible for the development of proposed Advertising Materials concerning advertising and marketing of Loans and solicitation of potential Borrowers. The form and content of all Advertising Materials shall be subject to the prior review and approval of Lender in the manner described below. The nature of the Advertising Materials, the scope of their dissemination, and the total expenditures to be made on Advertising Materials for the Program shall be determined by Cash America in its reasonable discretion, and Cash America shall pay all expenses concerning the production, use, and dissemination of Advertising Materials. Notwithstanding anything herein to the contrary,

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each party agrees that they will respond in writing to any request from the other party for an approval of any Advertising Materials or Program Materials within five (5) business days following such other party' s receipt of such materials and any such materials shall be deemed approved by such other party upon the earlier to occur of (a) the actual approval of such materials, or (b) upon the expiration of the above-described five (5) business day period if the party whose approval is being sought fails to timely approve or disapprove such materials within such five (5) business day period. If a party disapproves any proposed Program Materials or Advertising Materials within the required time frame, such party will detail its reasons for such disapproval in such party' s written disapproval notice to the other party. A party hereto may at any time retract or modify any approval previously given by it with respect to any Program Materials or Advertising Materials if such action is necessary in order to remain in compliance with the Rules; provided, however, no party shall retract or modify a previously granted approval if there has been no intervening change in the Rules which would require such retraction or modification. Lender acknowledges that approved Program Materials or Advertising Materials may contain trade names, trademarks, or service marks of Cash America, and Lender shall have no authority to use any such names or marks separate and apart from their use in the Program Materials or Advertising Materials. The parties shall use Program Materials and Advertising Materials only for the purpose of implementing the provisions of this Agreement and shall not use Program Materials or Advertising Materials in any manner that would violate the Rules or any provision of the Program Guidelines.

9. Loan Terms and Charges; CSO Terms and Fees . All underwriting criteria, Loan terms and all interest, fees, and other charges associated with the Loans, exclusive of any CSO Fees, shall be established by Lender and shall be reflected in the Program Guidelines. Notwithstanding the foregoing, however, Lender shall have the right to modify any underwriting criteria, Loan term, interest rate, fee, or other charge (exclusive of any CSO Fees), if Lender reasonably determines that such modification is necessary in order to remain in compliance with the Rules. The terms and conditions of the CSO Disclosure Statements, CSO Contracts and the amount of any CSO Fees shall be established by Cash America, shall comply with the Rules and shall be reflected in the Program Guidelines. Notwithstanding the foregoing, however, Cash America shall have the right to modify any CSO Disclosure Statements, CSO Contracts and the amount of any CSO Fees, if Cash America reasonably determines that such modification is necessary in order to remain in compliance with the Rules. In the event either party becomes aware that any underwriting criteria, Loan terms, interest, fee or other charge associated with the Loan or any terms and conditions of the CSO Disclosure Statements, CSO Contracts or the amount of any CSO Fee is not in compliance with the Rules, the party becoming aware of the same shall notify the other party of such non-compliance and each party hereto agrees to cooperate in good faith with each other, and to diligently take commercially reasonable steps, as may be necessary in order to promptly correct any such non-compliance.

10. Third Party Service Providers . A party hereto shall not, whether directly or indirectly, retain any Third Party Service Provider to assist it in performing its duties hereunder or to otherwise participate in the Program except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. In seeking the approval to retain a Third Party Service Provider, the party requesting such approval shall provide to the other party such information concerning the proposed Third Party Service Provider as such other party may reasonably request. A party may condition its willingness to approve a proposed Third Party

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Service Provider upon obtaining a written commitment from
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