PURCHASE AGREEMENT

 Exhibit 10.2

                               PURCHASE AGREEMENT

                                 BY AND BETWEEN

                         MONETARY MANAGEMENT CORPORATION
                    (SOMETIMES "MMC", SOMETIMES "PURCHASER")

                                       AND

                            NCCI CORPORATION ("NCCI")

                                       AND

                           LARRY M. SENDERHAUF ("LS")

                                       AND

                             E. RICK SAFFORD ("RS")

                                       AND

                            FRED T. KAMPO, JR. ("FK")

                                      DATED

                                  JULY 28, 1995

                               PURCHASE AGREEMENT
                               ------------------
          THIS PURCHASE AGREEMENT is made as of this 28th day of July,
     1995, by and among MONETARY MANAGEMENT CORPORATION, a New York
     corporation (sometimes "MMC", sometimes "Purchaser"), and NCCI
     CORPORATION, a Delaware corporation ("NCCI"), LARRY M. SENDERHAUF
     ("LS") and E. RICK SAFFORD ("RS") and FRED T. KAMPO, JR. ("FK"). 

          LS, RS and FK are each sometimes referred to hereinafter as
     "Shareholder" and sometimes collectively as "Shareholders".  The
     Shareholders and NCCI are sometimes hereinafter referred to as
     "Sellers".

                              W I T N E S S E T H :
                              - - - - - - - - - - -
          WHEREAS, LS is the beneficial, record owner of all of the issued
     and outstanding capital stock (the "LMS Shares") of L.M.S. Development
     Corporation, an Arizona corporation ("LMS");

          WHEREAS, LS and RS are the beneficial, record owners of all of
     the issued and outstanding capital stock (the "PRE Shares") of Pacific
     Ring Enterprises, Inc., a California corporation ("PRE"), (the LMS
     Shares and the PRE Shares are sometimes hereinafter referred to as the
     "Shares");

          WHEREAS, LS and FK are the beneficial, record owners of all of
     the issued and outstanding capital stock of NCCI;

          WHEREAS, LMS presently owns and operates eight (8) check cashing
     stores located in the State of Arizona (the "LMS Stores");

          WHEREAS, PRE presently owns and operates eight (8) check cashing
     stores located in the State of California (the "PRE Stores");

          WHEREAS, NCCI presently owns and operates three (3) check cashing
     stores located in the states of Wisconsin and Ohio which are not
     situated on American Indian Reservations (the "NCCI Stores") and one
     (1) check cashing store located in Wisconsin which is situated on an
     American Indian Reservation.  The LMS Stores, the PRE Stores and the
     NCCI Stores are sometimes hereinafter collectively referred to as the
     "Stores";

          WHEREAS, LMS 33, Inc., an Arizona corporation ("LMS 33"), owned
     by LS and RS, holds certain rights, title and interest in and to
     certain intellectual property rights utilized or useable in the
     operation of the Stores (the "LMS Intellectual Property");

          WHEREAS, Purchaser desires to acquire all of the LMS Shares from
     LS; all of the PRE Shares from LS and RS; the Assets (as hereinafter
     defined) related to the NCCI Stores (the "NCCI Assets") from NCCI; and
     the Intellectual Property.  (LMS, PRE and NCCI are sometimes
     hereinafter collectively referred to as the "Companies");

          WHEREAS, Purchaser desires that, following the Closing Date, the
     Shareholders and NCCI will not compete with Purchaser and its
     affiliates under certain terms and in exchange for certain
     consideration as set forth in separate Non-Competition Agreement(s) to
     be entered into on the Closing Date between the Purchaser and each of
     the Shareholders and NCCI (the "Non-Competition Agreements") as set
     forth on Exhibits A-1 through A-4 hereto.

          NOW, THEREFORE, in consideration of the covenants, warranties and
     mutual agreements set forth herein and in reliance upon the
     representations and warranties contained herein, the parties,
     intending to be legally bound, do hereby agree as follows:

          SECTION 1.     PURCHASE AND SALE OF LMS AND PRE SHARES, AND NCCI
                         -------------------------------------------------
     ASSETS.
     ------
          1.1  PURCHASE OF LMS AND PRE SHARES, AND NCCI ASSETS.  Subject to
               -----------------------------------------------
     and in reliance upon the representations, warranties and agreements
     herein set forth, and subject to the terms and conditions herein
     contained, the Sellers agree, on the Closing Date, to convey, sell,
     assign, transfer and deliver the Shares and the NCCI Assets to the
     Purchaser, or its nominee, and to perform all of their obligations
     pursuant to this Agreement, and the Purchaser agrees to perform all of
     its obligations pursuant to this Agreement and to purchase and accept,
     or to cause its nominee to accept, the Shares and the NCCI Assets from
     the Sellers.  In addition, Shareholders and NCCI agree to provide
     Purchaser with access to all documents and/or information as may be
     reasonably necessary to enable Purchaser to see to the efficient and
     proper conduct and administration of LMS, PRE and the NCCI Assets,
     including the LMS Intellectual Property, from and after the Closing
     Date, including, without limitation, all historical files, tax
     returns, records and personnel data in connection with the Stores. 
     Provided, however that the Shareholders and NCCI will retain their
     original financial books and records and other financial documents
     required for preparation of tax returns but will provide copies of
     such books and records to Purchaser, if reasonably needed for any of
     the above purposes, at Purchaser's request.

          1.2  ASSETS.  It is understood that, on the Closing Date at the
               ------
     time of Closing (as hereinafter defined) of the transactions
     contemplated hereby, all of the properties, business,

                                       -2-

     good will and assets at present used or useable in the operation of
     the Stores, and/or the corporate offices of LMS and PRE, including the
     LMS Intellectual Property, except for the Excluded Assets (as defined
     below) (collectively the "Assets"), including, but not limited to, the
     following, shall be owned by LMS, PRE and NCCI, free and clear of all
     liens, charges, judgments, encumbrances, taxes, imports or levies,
     except for the Permitted Encumbrances (as hereinafter defined):

               (a)  Licenses and Authorizations.  All of the licenses,
                    ---------------------------
     permits and authorizations used or useable in the operation of the
     Stores (to the extent legally transferable in the case of NCCI), and
     the corporate offices of LMS and PRE, including, specifically, but not
     limited to, the licenses, permits and authorizations listed on
     Schedule 1.2(a) hereto, together with any renewals, extensions or
     modifications thereof and additions thereto and other pending
     applications or applications to be filed with any regulatory or
     governmental body made in the ordinary course of business between the
     date of this Agreement and the Closing Date (the "Licenses").

               (b)  Personal Property, etc.  The tangible and intangible
                    -----------------------
     personal property, equipment, machinery, furniture, fixtures, tools,
     supplies and other assets, wherever located, used or useable in the
     operation of the Stores, and the corporate offices of LMS and PRE,
     including, specifically, but not limited to, the property listed on
     Schedule 1.2(b) hereto, together with such additions, modifications
     and replacements thereto, and subject to deletions therefrom in
     connection with any such replacements or normal usage, as may be made
     in the ordinary course of business between the date of this Agreement
     and the Closing Date (the "Personal Property").

               (c)  Leased Real Property.  The interest of the Companies in
                    --------------------
     and to the leased real property, buildings and structures, leasehold
     improvements, fixtures and appurtenances used or useable in the
     operation of the Stores, and the corporate offices of LMS and PRE,
     described in Schedule 1.2(c) hereto (the "Real Property") and their
     interests and rights arising under all agreements, rights and
     appurtenances relating thereto, including, specifically, subject to
     the provisions of Section 14(b) hereof, the lease agreements listed on
     Schedule 1.2(c) hereto (the "Leases"), any renewals, extensions,
     amendments or modifications thereof, and any additional agreements and
     leases made or entered into in the ordinary course of business between
     the date of this Agreement and the Closing Date.  

               (d)  Leases and Agreements.  The rights of the Companies
                    ---------------------
     arising under the "Assumed Contracts", as defined in Section 5.11(a)
     hereof, including specifically, the Leases and other agreements
     specifically listed or referred to on Schedule 5.11(a) hereto and
     indicated by asterisk, including any renewals, extensions, amendments
     or modifications thereof.  

                                       -3-

               (e)  Intellectual Property, etc.  All copyrights,
                    ---------------------------
     trademarks, service marks, trade secret rights, computer programs and
     software, permits, licenses or other similar rights used or useable in
     the operation of the Stores, and the corporate offices of LMS and PRE,
     including, specifically, the copyrights, trademarks, service marks,
     trade secret rights, computer programs and software, permits, licenses
     or other similar rights listed on Schedule 1.2(e) hereto, together
     with any additions or modifications thereto and subject to any
     deletions therefrom made in the ordinary course of business between
     the date of this Agreement and the Closing Date (the "Intellectual
     Property").  (It is understood and agreed by the parties hereto that,
     just prior to Closing, the LMS Intellectual Property shall be
     transferred to LMS and shall at Closing be considered part of the
     "Intellectual Property" included in the Assets.)

               (f)  Except as provided above, all books, records and files
     pertaining to the business conducted by the Stores (or otherwise by
     LMS and/or PRE) for all periods ending on or before the Closing Date
     (the "Books and Records").  Provided, however, that for periods
     following Closing, Sellers may retain copies of such books and records
     as they deem reasonably necessary for legal, accounting and tax
     purposes.  Any copies so maintained shall be treated as confidential
     information of Purchaser and shall be treated by Shareholders and NCCI
     in accordance with the standards established under Section 7.6
     regarding Purchaser's handling of confidential information of the
     Shareholders and NCCI.

               (g)  The Agreed Prepaid Expenses (as defined below) of the
     Companies, relating to the NCCI Stores in the case of NCCI, existing
     as of the Closing Date.  

               (h)  Customer lists, vendor lists and other similar
     intangible assets relating to or useable in the operation of the
     Stores (the "Intangible Assets").

          1.3  CASH AND CASH EQUIVALENTS; OTHER EXCLUDED ASSETS.  It is
               ------------------------------------------------
     understood that any (i) cash, bank accounts, accounts receivable,
     refunds of unearned insurance premiums and any other refunds, bank
     deposits and items in the process of collection; (ii) automobiles and
     life insurance policies and security deposits; (iii) the Reservation
     Operation Assets, as defined below; and (iv) that certain real
     property known as 6900 Reading Road, Cincinnati, Ohio owned by NCCI,
     held by the Companies shall not constitute part of the Assets (the
     "Excluded Assets").  Prior to Closing, Shareholders shall cause any
     such Excluded Assets then owned by LMS and/or PRE to be distributed
     out to the Shareholders, as appropriate.  Solely as an accommodation
     to the Sellers, Purchaser will, or will cause LMS and PRE, to attempt
     to collect the Companies' pre-Closing Store-related outstanding
     accounts receivable, items in the process of collection, returned
     checks and other returned documents and will remit to the Sellers, any
     amounts so collected, less an amount equal to 10% of all amounts
     collected against accounts receivable that are 30 days or older as of
     the Closing Date,

                                       -4-

     returned checks and other returned items, which amount shall be
     retained by the Purchaser.  Purchaser shall have no affirmative duty
     to successfully collect or cause LMS or PRE to successfully collect
     any of such items.

          For purposes of this Agreement, the Reservation Operation Assets
     shall specifically include:

               1.   Any assets of NCCI directly related to the NCCI
          check-cashing store presently located on the Lac du Flambeau
          Band of Lake Superior Chippewa Indians Reservation, of Lac
          du Flambeau, Wisconsin and/or any and all other check
          cashing stores or similar businesses now or hereafter
          created on any Indian reservation and any and all
          contractual rights with respect thereto, including, but not
          limited to, any contracts or other agreements resulting from
          negotiations currently in effect; and

               2.   The Wisconsin Gaming Commission Certificate issued
          to NCCI on February 16, 1995, to operate as a Gaming-Related
          Contractor, pursuant to Articles VII and VIII of the Tribal
          Gaming Compacts between the State of Wisconsin and the
          Native American Nations Conducting Class III Gaming within
          the State of Wisconsin, from the date of issuance through
          January 31, 1996, and any and all extensions, renewals,
          substitutions or other forms thereof, along with any and all
          other certificates to operate as a Gaming-Related Contractor
          or the like on any Indian reservation.

          1.4  LIENS.  The Shareholders and NCCI agree that, as of Closing,
               -----
     the Assets will be free and clear of all liens, charges, encumbrances,
     taxes, imports or levies except for the Permitted Encumbrances, and
     specifically agree that all liens, charges, encumbrances or taxes,
     other than the Permitted Encumbrances, shall be satisfied prior to or
     upon consummation of the Closing.

          1.5  ASSUMED CONTRACTS.  Upon Closing, NCCI will assign, transfer
               -----------------
     and convey and deliver, and Purchaser will assume and agree to perform
     and discharge, the obligations of NCCI under the Assumed Contracts to
     which NCCI is a party and will defend, indemnify and hold Sellers
     harmless with respect thereto, including, without limitation, court
     costs and reasonable attorneys' fees.  As to the Assumed Contracts to
     which LMS and/or PRE are a party, Purchaser will, following Closing,
     cause LMS and PRE, as applicable, to perform and discharge their
     obligations thereunder.  Any contracts, agreements, etc. of LMS and
     PRE other than the Assumed Contracts shall not be the obligation of
     LMS or PRE following Closing.  The Sellers shall be responsible for
     the satisfaction of any of LMS' or PRE's

                                       -5-

     liabilities or obligations thereunder following Closing and the
     Sellers will defend, indemnify and hold Purchaser harmless with
     respect thereto, including, without limitation, court costs and
     reasonable attorneys' fees.

          SECTION 2.     LIABILITIES.
                         -----------
          2.1  LIABILITIES TO EXIST AS OF CLOSING.  As of the Closing Date,
               ----------------------------------
     at the time of Closing, Shareholders shall have caused LMS and PRE to
     satisfy all of their obligations and liabilities other than (i)
     liabilities or obligations (absolute, contingent or otherwise) arising
     after the Closing Date in respect of the Assumed Contracts (the
     "Contract Liabilities"); and (ii) other liabilities to the extent
     Purchaser shall have received a credit therefor pursuant to the
     apportionment provisions of Section 2.3 hereof) ("Credited
     Liabilities").  The liabilities and obligations to be satisfied on or
     prior to Closing shall include any amounts due or to become due for
     services rendered, or goods delivered, to LMS or PRE on or prior to
     Closing.  The Contract Liabilities and the Credited Liabilities shall
     be the responsibility of LMS or PRE, as the case may be, following
     Closing.  The liabilities referred to above shall be sometimes
     hereinafter referred to as the "Permitted Liabilities". 
     Notwithstanding the foregoing, the Shareholders and NCCI shall not be
     required to remove the Permitted Encumbrances.  The Sellers shall be
     responsible for any items in the process of collection as of Closing
     which are returned on or after Closing.  In that regard, for a period
     of thirty (30) days following Closing, Sellers shall maintain an
     account balance of at least $30,000 and $40,000 in the existing bank
     accounts of each of LMS and PRE (which accounts shall be retained by
     Sellers post-Closing pursuant to Section 1.3 hereof) for purposes of
     satisfying such returned items.

          2.2  OTHER LIABILITIES.  Without limiting the generality of
               -----------------
     Section 2.1 hereof, and regardless of whether any of the following may
     be disclosed to Purchaser pursuant to Section 5 hereof or otherwise,
     or whether Purchaser may have knowledge of the same: (a) as of the
     Closing, neither LMS nor PRE shall be liable or obligated for and the
     Purchaser shall not assume, and shall not be deemed to have assumed,
     any other obligation or liability other than the Contract Liabilities
     and the Credited Liabilities and the Assets shall not be subjected to
     any lien, charge or encumbrance other than the Permitted Encumbrances;
     (b) the Shareholders and/or NCCI, as applicable, will be liable for
     and will pay and indemnify Purchaser in respect of any taxes or other
     governmental charges or assessments of whatever kind or nature imposed
     upon the Purchaser or LMS or PRE (including, without limitation, any
     income, franchise or any other similar taxes based on or measured by
     income or otherwise, any sales or use taxes, or any property, excise
     or other taxes together with any interest or penalties relating
     thereto) arising out of the operation of the Stores or otherwise or
     the ownership of the Assets for periods or events prior to the Closing
     Date; and (c) the

                                       -6-

     Shareholders and/or NCCI, as applicable, shall, at Closing, become
     responsible for and shall pay, perform, satisfy or obtain a discharge
     or release from, as of Closing, or as soon as practicable thereafter,
     any obligation, payment, liability or expense imposed on LMS, PRE or
     the Purchaser other than the Contract Liabilities and the Credited
     Liabilities or any other matters which are specifically to remain or
     become the responsibility of or obligation of LMS, PRE or Purchaser
     hereunder such as the Permitted Encumbrances.

          2.3  APPORTIONMENTS; REIMBURSEMENT.  Rents, additional rents,
               -----------------------------
     real estate taxes, personal property taxes, water, utilities, wages
     and other employee benefits (including accrued vacation, sick pay and
     personal days) and other expenses arising from or by virtue of LMS's
     PRE's or NCCI's obligations under the Assumed Contracts (the
     "Expenses") and the Agreed Prepaid Expenses (as defined below) paid
     by, or on behalf of, LMS, PRE or NCCI prior to the Closing Date and
     allocable, in whole or in part, to any period following the Closing
     Date, shall be credited to the Sellers to the extent so allocable, or
     if unpaid by, or on behalf of, LMS, PRE or NCCI prior to the Closing
     Date and allocable, in whole or in part, to any period prior to the
     Closing Date, shall be credited to Purchaser.  In addition, to the
     extent that, in connection with the assignment of the Leases, security
     deposits paid thereunder by any of the Companies are to remain in
     place on and after Closing, Purchaser shall reimburse the
     Shareholders/NCCI for such amounts at Closing.  Schedule 2.3 hereto
     lists the categories of prepaid expenses of the Companies, relating to
     the NCCI Assets in the case of NCCI, expected to exist as of Closing. 
     Those categories of prepaid expenses indicated with an asterisk shall
     be considered the "Agreed Prepaid Expenses" which shall be prorated as
     described above as of Closing.

          The parties hereto shall make apportionments on the Closing Date
     and corresponding adjustments to the Purchase Price (as defined below)
     to the extent possible at that time.  However, because a number of the
     Expenses will not be readily determinable until after the Closing
     Date, final apportionments cannot be made on that date.  Therefore, at
     such time as the Sellers and Purchaser reasonably believe that all of
     the Expenses are sufficiently determinable so that charges and credits
     may be finally allocated in the manner contemplated by this Section
     2.3, but in no event later than 120 days following the Closing Date
     (other than in the case of Lease-related matters as to which
     adjustments shall be made as necessary as dictated by the terms of
     each particular Lease), the Sellers and Purchaser shall agree with
     respect to the allocation of the Expenses and a further adjustment
     shall be made between the parties hereto.  To the extent the net
     effect of such additional adjustment results in a credit to the
     Sellers, Purchaser shall promptly pay such additional amount to the
     Sellers.  To the extent such net effect results in a credit to
     Purchaser, the Sellers shall promptly repay such amount to Purchaser. 
     In the event that either party gives the other written notice that a
     dispute exists with respect to the apportionment of Expenses and such
     dispute is not resolved within 20 days after the other party receives
     a copy of such notice of dispute, either party

                                       -7-

     may submit such dispute to arbitration in the City of Philadelphia for
     final resolution by a panel of three arbitrators, one to be chosen by
     the Sellers and one to be chosen by the Purchaser and the third to be
     chosen by the two so elected, in accordance with the commercial
     arbitration rules of the American Arbitration Association then in
     effect.  The determination of such arbitrators shall be final and
     binding upon the parties hereto, and the fees of such arbitrators in
     connection with the determination shall be paid by the party against
     whom the award was made, or if a compromise was made, shared equally. 

          SECTION 3.     CONSIDERATION FOR TRANSFER OF SHARES AND NCCI
                         ---------------------------------------------
                         ASSETS; NON- COMPETITION AGREEMENTS.  
                         -----------------------------------
               (a)  Subject to the provisions of Section 14 hereof,
     Purchaser shall acquire the Shares and the NCCI Assets, for an
     aggregate purchase price (the "Purchase Price") of Six Million Seven
     Hundred Fifty Thousand ($6,750,000) Dollars, as adjusted pursuant to
     Sections 2.1 and 2.3 above.  The Purchase Price, as adjusted pursuant
     to Sections 2.1 and 2.3 above, shall be paid in full on the Closing
     Date, in cash or by wire transfer of immediately available federal
     funds to such account(s) as the Sellers may designate.  

                    Notwithstanding the foregoing, if the Internal Revenue
     Code ("IRC") shall be amended effective prior to Closing, in such a
     fashion that the capital gain of Sellers pursuant to the transactions
     contemplated hereby shall be taxed at an effective rate which is equal
     to twenty (20%) percent or less, the Purchase Price shall be
     automatically reduced to $6,000,000, or less, subject to the
     provisions of Section 14 hereof, and the allocation set forth in
     Schedule 3 shall be adjusted accordingly.  

               (b)  In consideration of the execution by the Shareholders
     and NCCI of the Non-Competition Agreements, Purchaser shall pay to
     them aggregate consideration as set forth in the forms of Non-
     Competition Agreement attached hereto as Exhibits A-1 through A-4.

               (c)  Purchaser and the Shareholders and NCCI hereby
     represent, warrant and agree that the allocation set forth in Schedule
     3 hereto and the amount of the consideration for the Non-Competition
     Agreements were determined through arms' length negotiation between
     the parties hereto; and that all parties hereto will report the
     transactions consummated pursuant to this Agreement, for tax purposes,
     in accordance with such schedule.

          SECTION 4.     CLOSING.  Subject to the provisions of Section 13
                         -------
     hereof, the closing of the consummation of the purchase and sale of
     the Shares and the NCCI Assets contemplated

                                       -8-

     by this Agreement (the "Closing") shall take place on or about
     September 11, 1995 in Phoenix, Arizona (the "Closing Date").  The
     Closing shall be deemed to take place as of the close of business on
     the day of the Closing.

          SECTION 5.     REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
                         --------------------------------------------------
     AND NCCI.  The Shareholders and NCCI hereby represent, warrant and
     --------
     covenant to Purchaser as follows:  

          Notwithstanding anything contained herein to the contrary,
     Purchaser acknowledges that, prior to Closing (simultaneous with
     Closing with regards to Cash and Cash Equivalents), Shareholders will
     cause LMS and/or PRE to distribute out to them certain or all of the
     Excluded Assets now owned by such entities.  Such actions shall not be
     deemed to be violative of the representations and warranties contained
     below to the extent that any such actions are taken with reasonable
     care and prudence via-a-vis the ongoing operations of the Stores and
     the Business, and otherwise in accordance herewith.  

          5.1  ORGANIZATION AND GOOD STANDING; ACTIVITIES; CAPITAL STOCK.  
               ---------------------------------------------------------
               (a)  Each of the Companies is a corporation duly organized,
     validly existing and in good standing under the laws of their
     respective states of incorporation.  Each of the Companies is, and has
     been since its respective date of inception, engaged solely in the
     business of owning and operating check cashing outlets, and is duly
     qualified or licensed to do business as a foreign corporation, and is
     in good standing as a foreign entity, in every jurisdiction in which
     the ownership of its property or assets or the conduct of its business
     requires such qualification or license, other than where the failure
     to so qualify would not, in the aggregate, have a material adverse
     effect.

               (b)  To the best of the knowledge of the Shareholders and
     NCCI after due inquiry, each of the Companies has the power and
     authority (corporate and otherwise) to own, lease or operate its
     properties and to carry on its business as now conducted, and the
     Licenses represent all of the material governmental or regulatory
     approvals, permits and licenses necessary for the operation of the
     business of the Stores as presently conducted.

               (c)  As of the date hereof, the LMS Shares are owned of
     record and beneficially by LS; and the PRE Shares are owned of record
     and beneficially by LS and RS.  The Shares constitute all of the
     issued and outstanding capital stock of LMS and PRE.  All of the
     issued and outstanding Shares are fully-paid and non-assessable and
     have been duly authorized and issued.  The Shares are free and clear
     of any charge, lien, option or encumbrance.

                                      -9-

          5.2  CONSENTS, AUTHORIZATIONS AND BINDING EFFECT.
               -------------------------------------------
               (a)  The Shareholders and NCCI have full power and authority
     to execute and deliver this Agreement and the other agreements and
     instruments to be executed and delivered by them pursuant hereto, and
     to consummate the transactions contemplated hereby and thereby.  On or
     prior to the Closing Date, all acts and other proceedings required to
     be taken by or on the part of the Shareholders and NCCI to carry out
     this Agreement and such other agreements and instruments and the
     transactions contemplated hereby and thereby will have been duly and
     properly taken.  This Agreement has been duly executed and delivered
     by the Shareholders and NCCI and constitutes, and such other
     agreements and instruments, when duly executed and delivered by the
     Shareholders and/or NCCI, will constitute, legal, valid and binding
     obligations enforceable in accordance with their respective terms
     (subject, as to the enforcement of remedies, to applicable bankruptcy,
     reorganization, insolvency, moratorium or other similar laws and
     equitable principles affecting the enforcement of creditors' rights
     generally from time-to-time in effect).  The execution and delivery by
     the Shareholders and NCCI of this Agreement and such other agreements
     and instruments and the consummation of the transactions contemplated
     hereby and thereby will not violate any law or conflict with or result
     in any breach of or constitute a material default (or an event which
     with notice or lapse of time or both would become a material default)
     under, or result in the creation of a lien or encumbrance on any of
     the Shares or the Assets pursuant to, any indenture, mortgage, lease,
     agreement or other instrument to which the Shareholders or any of the
     Companies is a party or by which they, it or any of the Shares or the
     Assets may be bound or affected provided that the consents and
     approvals disclosed on Schedule 5.2(a) have been obtained.  Except as
     specifically disclosed on Schedule 5.2(a) hereto, no approval,
     authorization, consent or other order or action of or filing by the
     Shareholders or the Companies with (i) any court, administrative
     agency, or other governmental authority or (ii) party to one of the
     Assumed Contracts is required for the execution and delivery by the
     Shareholders or NCCI of this Agreement or such other agreements and
     instruments or its consummation of the transactions contemplated
     hereby or thereby.

               (b)  Except as provided in Schedule 5.2(a), the Shareholders
     and NCCI may execute, deliver and perform this Agreement, the Non-
     Competition Agreements and all other agreements to be executed in
     connection herewith without the necessity of obtaining any consent,
     approval, authorization or waiver or giving any notice or otherwise. 
     This Agreement constitutes and, when executed and delivered, the Non-
     Competition Agreements will constitute the legal, valid and binding
     obligations of the Shareholders and NCCI enforceable in accordance
     with their respective terms.  

                                      -10-

               (c)  The execution, delivery and performance of this
     Agreement and the Non-Competition Agreements, assuming that the
     consents, approvals, authorizations, waivers and notices set forth on
     Schedule 5.2(a) hereto are obtained or given, will not:

                    (i)  to the best of the knowledge of NCCI and the
     Shareholders after due inquiry, conflict with, result in a material
     breach of, constitute a default, with or without notice and/or lapse
     of time, under, result in being declared void or voidable any
     provision of, or result in any right to terminate or cancel any of the
     Assumed Contracts or any contract, agreement, license or commitment to
     which any of the Companies or any of their respective properties is
     bound and which is material to the operations thereof;

                    (ii) constitute a material violation of any statute,
     judgment, order, decree or regulation or rule of any court,
     governmental authority or arbitrator applicable or relating to the
     Assets or the business of the Companies; or

                    (iii)     result in (A) the acceleration of any
     material debt or other obligation of any of the Companies, except for
     debts and obligations identified in Schedule 5.2(c)(iii) hereto which
     will be satisfied prior to or at Closing; (B) the creation of any Lien
     (as defined in Section 5.4) upon any of the Shares or Assets; or (C)
     the termination or cancellation or right to terminate or cancel any
     obligation owed to any of the Companies.

          5.3  FINANCIAL STATEMENTS AND FINANCIAL CONDITION.
               --------------------------------------------
               (a)  The books of account of each of the Companies have been
     maintained substantially in accordance with applicable laws, rules and
     regulations and with sound accounting principles consistently applied,
     and such books and records are and, during the periods covered by the
     Financial Statements (as hereinafter defined), were correct and
     complete in all material respects, and in all material respects
     completely and accurately reflect the transactions of each of the
     Companies and the income, expenses, assets and liabilities of each of
     the Companies, including the nature thereof and the transactions
     giving rise thereto.

               (b)  Annexed as Schedule 5.3(b) hereto are the financial
     statements of each of the Companies for the twelve month period ended
     December 31, 1994 and the five month interim period ended May 31, 1995
     (collectively, the "Financial Statements" and the balance sheets
     included therein, the "Balance Sheets").

               (c)  The Financial Statements have been prepared in
     accordance with the books of account of each of the Companies in
     conformity with sound accounting principles consistently applied, and
     present fairly the financial position of each of the Companies as of

                                      -11-

     the dates of the Financial Statements and the results of operations of
     each of the Companies for the periods covered thereby.  

               (d)  The Companies do not have any liabilities (absolute,
     contingent or otherwise), which, in accordance with sound accounting
     principles consistently applied, are required to be reflected,
     reserved or otherwise disclosed in their respective Balance Sheets
     which are not reflected, reserved or otherwise disclosed in such
     Balance Sheets except (i) those incurred since the date of such
     Balance Sheets in the ordinary course of business, consistent with
     past practice, in arms' length transactions with unrelated parties,
     and which do not have and cannot reasonably be expected to have, in
     the aggregate, a material adverse effect on the business, operations,
     financial condition or prospects of each of the Companies or their
     respective business employing the Assets; and (ii) those specifically
     described on Schedule 5.3(d) hereto.

          5.4  TITLE AND CONDITION OF ASSETS.
               -----------------------------
               (a)  Schedule 1.2(b) includes a complete list of all
     Personal Property located at the Stores or used in the operation of
     the Stores.  Each of the Companies own good and marketable title to
     the Assets indicated as being owned by that Company, including the
     Personal Property, free and clear of liens, encumbrances, claims of
     third parties, security interests, mortgages, pledges, agreements,
     options and rights of others of any kind whatsoever, whether or not
     filed, recorded or perfected, and including, without limitation, any
     conditional sale or title retention agreement or lease in the nature
     thereof or any financing statements filed in any jurisdiction or any
     agreement to give any such financing statements (hereinafter
     collectively referred to as "Liens"), other than rights of third
     parties under leases of tangible personal property disclosed on
     Schedule 5.11 hereto and liens for taxes not yet due and payable
     (herein collectively referred to as the "Permitted Encumbrances").

               (b)  Other than for the 6900 Reading Road, Cincinnati, Ohio
     property owned by NCCI, the Companies do not hold title to any real
     property.

               (c)  The Assets constitute all assets that are material in
     or to the operation of the business of the Companies and all of the
     Stores.  The Assets owned or leased are adequate to carry on the
     business of the Companies and all of the Stores as it is now being
     conducted and, except as set forth on Schedule 5.2(a) hereto, no
     consent of any third party is required in order to transfer control of
     any of the Assets to the Purchaser (including rights under the Assumed
     Contracts) based upon the change in control of the Assets contemplated
     hereby.  The Personal Property constituting part of the Assets is in
     adequate operating condition for continued operation of all of the
     Stores as presently conducted.

                                      -12-

          5.5  INTELLECTUAL PROPERTY RIGHTS.  Schedule 1.2(e) sets forth a
               ----------------------------
     correct and complete list containing a description of all trademarks,
     trade names, service marks, copyrights or applications therefor or
     other intellectual property (i) owned (or to be owned as of Closing)
     by or registered (or to be registered as of Closing) in the name of
     any of the Companies, or in which any of the Companies has any rights
     as licensee or otherwise and which are presently or were within the
     last two (2) years used in the operation of the Companies' business. 
     Except pursuant to the arrangements described in Schedule 1.2(e), no
     interest in any of such trademarks, trade names, service marks,
     copyrights or applications therefor has been assigned, transferred or
     licensed to any third party and the Companies and/or the Shareholders
     have not given or received notice of any claim by or against any of
     the Companies as to any foreign or domestic trademarks, trade names,
     copyrights or applications therefor of any of the Companies or any
     third party.  As to the name "Chex Cashed" (and all derivations
     thereof) the Companies and/or the Shareholders have never received any
     notice or claim, and have no reason to believe that any such notice or
     claim is pending, indicating that the use of such name(s) by any or
     all of the Companies infringes on any one else's rights in such
     name(s).

          5.6  LITIGATION AND COMPLIANCE.
               -------------------------
               (a)  There are no filed, and Shareholders and NCCI have no
     other actual knowledge of any, actions, suits, claims or proceedings,
     whether in equity or at law, or governmental or administrative
     investigations pending or, to the best knowledge of the Shareholders
     and NCCI, threatened, nor, to the best knowledge of the Shareholders
     and NCCI, is there any reasonable basis for any such action, suit,
     claim or proceeding (i) by, against or otherwise involving any of the
     Companies or the Stores or the Assets which, if adversely determined
     would have a material adverse affect on the financial condition or
     results of operation of any of the Companies, any of the Assets or any
     asset or property of others leased or used in connection with the
     business of the Companies pursuant to any agreement to which any of
     the Companies is a party or (ii) which questions or challenges the
     validity of this Agreement or any action taken or to be taken pursuant
     to this Agreement.

               (b)  To the best of the knowledge of the Shareholders and
     NCCI after due inquiry, the operations of each of the Companies are
     and at all times have been in substantial compliance with, are not
     currently in material default or violation in any material respect
     under, and none of the Companies has been charged with nor have any of
     the Companies and/or the Shareholders received any notice at any time
     of any violation of, any statute, law, ordinance, regulation, decree
     or order applicable to the business or operations of the Companies.

                                      -13-

               (c)  The Companies, the Shares, the Assets, and the
     transactions contemplated under this Agreement, are not subject to any
     judgment, order or decree entered in any lawsuit or proceeding
     applicable to the Shares, the Assets, the Stores or the business and
     operations of the Companies.

               (d)  To the best of the knowledge of the Shareholders and
     NCCI after due inquiry, the Companies have each duly filed or caused
     to be filed all material reports and returns required to be filed by
     the Companies with all governmental authorities (including, without
     limitation, any currency reporting requirements) and have obtained all
     material governmental permits and licenses and other governmental
     consents (a complete list of which permits, licenses and consents is
     set forth on Schedules 1.2(a) and 5.2(a) hereto) which are required in
     connection with the business and operations of the Companies and the
     Stores.  To the best of the Shareholders' and NCCI's knowledge, no
     proceedings for the suspension or cancellation of any of such permits,
     licenses or consents is pending or threatened.

          5.7  TAXES.
               -----
               (a)  The Companies have each duly filed all material tax
     reports and returns required in connection therewith to be filed in
     respect of the business and operations of the Companies, the Stores
     and the Assets.  All such tax reports and returns are complete,
     accurate and in compliance with all relevant laws and regulations in
     all material respects, and, except as set forth on Schedule 5.7(a)
     hereto, none has been audited by any governmental authority.  Each of
     the Companies has paid and discharged all federal, state, local and
     foreign taxes, interest, penalties or other payments required, as the
     case may be, to be paid whether or not shown on such tax reports in
     respect of the Assets and the business, operations and employees of
     the Companies and the Stores as of such date.

               (b)  None of the Companies have received notice of any tax
     deficiency outstanding, proposed or assessed against any of the
     Companies, nor do the Shareholders or NCCI have any knowledge of any
     basis for any tax deficiency or assessment, nor have the Companies or
     the Shareholders executed any waiver of any statute of limitations on
     the assessment or collection of any tax.  To the best knowledge of the
     Shareholders or NCCI, there are no tax liens upon, pending against or
     threatened against any of the Assets.

               (c)  None of the Companies has (i) agreed to or is required
     to make any adjustment pursuant to Section 481(a) of the Internal
     Revenue Code of 1986, as amended (the "Code") by reason of a change in
     accounting method initiated by it, (ii) any knowledge that the
     Internal Revenue Service has proposed any such adjustment or change in
     accounting method, or (iii) no application pending with any taxing
     authority requesting permission for any change in accounting methods
     that relates to its business and operations;

                                      -14-

               (d)  No Shareholder is a foreign person within the meaning
     of Section 1445 of the Code;

               (e)  None of the Companies is a party to, bound by, or
     obligated under any tax sharing, indemnification or similar agreement
     or arrangement; and

               (f)  None of the Companies has been included, or required to
     be included in, a consolidated or combined tax return with any other
     person.

          5.8  EMPLOYEES AND CONTRACTORS.  
               -------------------------
               (a)  Schedule 5.8(a) hereto contains a list of all persons
     (including leased employees) who received compensation in respect of
     the operations of the Companies (including compensation in the form of
     commissions and independent contractors' fees) in excess of $25,000
     during the last fiscal year (or in the interim period since the end of
     such fiscal year) or who are currently receiving compensation
     (including compensation in the form of commissions and independent
     contractors' fees) at a rate in excess of $25,000 per annum and a
     description of all compensation arrangements (including without
     limitation, salaries and bonus compensation) affecting them.

               (b)  Except as disclosed on Schedule 5.8(b), none of the
     Companies or the Shareholders has received any material complaint
     from, and none of the Companies or the Shareholders has engaged in any
     material dispute with, any of its employees (leased or otherwise),
     independent sales people or contractors during the twelve (12) months
     prior to the date hereof.  Except as disclosed in Schedule 5.8(b), the
     Shareholders are not aware of any employee or independent sales person
     or contractor, other than the Shareholders, who plans to terminate
     employment or association with the Companies whether currently or as a
     result of the transactions contemplated hereby.

          5.9  ERISA.
               -----
               (a)  Included on Schedule 5.9 is a list of each (a) employee
     benefit plan (within the meaning of Section 3(3) of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA")), (b)
     employment agreement which may not be terminated by the Companies,
     without penalty or liability (other than accrued liabilities as
     disclosed in the Financial Statements) on notice of thirty (30) days
     or less, (c) management or consulting agreement, (d) severance pay
     plan, (e) employee relations policy, (f) practice or arrangement, (g)
     agreements with respect to leased or temporary employees, (h) vacation
     plan or arrangement, (i) sick plan, (j) stock purchase plan or stock
     option plan, (k) fringe benefit plan or bonus plan and (l) any
     deferred compensation agreement, plan or program

                                      -15-

     presently covering any present or former employee of the Companies and
     which is, or at any time within the past three (3) years was,
     sponsored or maintained by (or to which contributions are, were, or at
     any time within the past three (3) years were required to have been,
     made by) the Companies or any other organization which is or was a
     member of a controlled group or organization (within the meaning of
     Sections 414(b), (c), (m) or (o) of the Internal Revenue Code, as
     amended (the "Code"), of which any of the Companies is a member (the
     "Controlled Group") or any other organization that maintains such
     plan, program or agreement with respect to leased employees.  Each and
     every such plan, program and agreement included on the list set forth
     under Schedule 5.9 is hereinafter referred to as an "Employee Benefit
     Plan."  Each such Employee Benefit Plan which is an employee pension
     benefit plan (as such term is defined under ERISA Section 3(2))
     intended to qualify under the Code so qualifies and has received a
     favorable determination letter as to its qualification.  With respect
     to any employee benefit plan (within the meaning of Section 3(3) of
     ERISA) and each other employee-related plan, policy, program,
     practice, agreement or arrangement sponsored or maintained at any time
     by the Companies or any member of any Controlled Group (whether or not
     any of such plans are included on Schedule 5.9 hereof or are currently
     in effect), as of the Closing Date, to the best of Sellers' knowledge,
     the Companies are not subject to any existing or potential costs,
     fines, penalties, expenses, taxes or other liabilities arising under,
     or with respect to: (i) any failure by such plan, or by any individual
     or entity, to comply, in all material respects, with all provisions of
     ERISA; (ii) any material actions, suits or claims (other than routine
     claims for benefits in the ordinary course); (iii) any provisions of
     the Code; (iv) any failure of any individual or entity to make all
     contributions in a timely manner as required by law (whether or not
     waived under Code Section 412 or Part 3 of Title I of ERISA) or
     otherwise or to pay all insurance and annuity premiums when due; (v)
     any failure by any individual or entity to satisfy the provisions of
     Section 4980B of the Code, Part 6 of Title I of ERISA or any other
     federal or state law requiring the provision or continuance of health
     or medical benefits; (vi) any Reportable Event (as such term is
     defined under Title IV of ERISA); (vii) the failure of any such plan
     to contain assets the value of which equal or exceed the value of all
     liabilities thereunder pursuant to reorganized actuarial tables,
     factors and assumptions; and (viii) any multiemployer plan within the
     meaning of Sections 3(37) or 4001(a)(3) of ERISA.

          5.10 LABOR RELATIONS.
               ---------------
               (a)  No employees (including leased employees) of the
     Companies are covered by any collective bargaining agreement.

               (b)  To the best of the knowledge of the Shareholders and
     NCCI after due inquiry, the Companies have complied, and are currently
     in compliance, in all material respects with applicable laws
     (including, without limitation, ERISA rules and regulations

                                      -16-

     relating to the employment of labor, including, without limitation,
     those relating to wages, hours, unfair labor practices, discrimination
     and payment of social security and similar taxes with respect to their
     respective employees.

               (c)  To the best of the knowledge of the Shareholders after
     due inquiry, the Companies have not engaged in nor are currently
     engaging in, any unfair labor practice.  To the best of the
     Shareholders' and NCCI's knowledge, no complaint against the Companies
     is currently pending or, to the best knowledge of the Shareholders and
     NCCI, threatened before the National Labor Relations Board or any
     state or local labor agency by or on behalf of any employee of the
     Companies.  No representation questions, arbitration proceedings,
     labor strikes, slow-downs or stoppages, material grievances or other
     labor troubles are currently pending or, to the best knowledge of the
     Shareholders, threatened with respect to any of the Companies'
     employees.

          5.11 CONTRACTS.
               ---------
               (a)  All material contracts, leases, agreements, licenses,
     commitments and purchase orders to which any of the Companies is a
     party or by which any of the Companies or any of the Assets is bound
     and which fall within the categories set forth below are listed on
     Schedule 5.11(a) hereto.  Also indicated on Schedule 5.11(a) is
     whether such contract, etc. is with a related party or affiliate of
     any of the Companies or any of the Shareholders, including any
     officer, director or shareholder of any of the Companies or any
     immediate family member thereof.  The contracts, leases, agreements,
     licenses, etc. required to be disclosed on Schedule 5.11(a) shall
     include, but not be limited to, those falling in one or more of the
     following categories:

                    (i)  contracts or agreements with respect to which,
     individually, the amount reasonably expected to be received or paid by
     any of the Companies in the future exceeds $10,000 annually in the
     aggregate;

                    (ii) joint venture contracts or arrangements or other
     agreements involving a sharing of profits or expenses;

                    (iii)     confidentiality, non-competition or non-
     disclosure agreements;

                    (iv) contracts or agreements restricting the ability of
     any of the Companies to sell or transfer any of their respective
     assets; and

                    (v)  contracts or arrangements involving any
     restriction with respect to the geographical area of operations or
     scope or type of business of any of the Companies.

                                    -17-

               For purposes of this Agreement, only those contracts
     indicated with an asterisk on Schedule 5.11(a) shall be deemed to be
     "Assumed Contracts."  

               (b)  Other than for the "Baseline Road" Lease referred to in
     Section 14, to the knowledge of the Shareholders and NCCI, all of the
     Assumed Contracts are valid and in full force and effect and
     constitute the legal, valid and binding obligations of the Company
     which is a party thereto and the other parties thereto.  There are no
     existing material defaults by the Company which is a party thereto or,
     to the knowledge of the Shareholders and NCCI, by any other party
     thereto and, to the knowledge of the Shareholders and NCCI, no event,
     act or omission has occurred which (with or without notice, lapse of
     time and/or the happening or occurrence of any other event) would
     result in a material default thereunder.  No other party to any of
     such Assumed Contracts has in writing asserted to the Shareholders or
     the Companies the right, and to the current actual knowledge of the
     Shareholders and NCCI, no basis exists for the assertion of any
     enforceable right, to renegotiate, or cancel or terminate prior to the
     full term thereof, any of the terms or conditions of any of such
     Assumed Contracts nor do the Shareholders or NCCI have knowledge that
     any party to any of such Assumed Contracts intends to refuse to renew
     such Assumed Contract upon termination of its current term.

               (c)  Except as disclosed in Schedule 5.2(a), no consent of
     any party to any of the Assumed Contracts is required for the
     execution, delivery or performance of this Agreement or the
     consummation of the transactions contemplated hereby, including, but
     not limited to, the change in control of the Companies or the Assets
     under the Leases for the Stores.

               (d)  The Shareholders and NCCI have heretofore delivered to
     Purchaser true, correct and complete copies of all of the Assumed
     Contracts, as amended or supplemented, as well as summaries of the
     current rents, additional rents and other payments due pursuant to the
     terms thereof.

          5.12 ABSENCE OF CERTAIN CHANGES, ETC.  Except as set forth on
               --------------------------------
     Schedule 5.12, since the date of the Financial Statements, there has
     been no material adverse change in the Assets (including the fair
     market value thereof), business, operations, financial condition or
     prospects of the Companies or in the condition of any of the Assets,
     or the assets or properties of others leased or used by the Companies,
     and to the best knowledge of the Shareholders and NCCI, there are no
     events with respect to any of the foregoing that threaten to disrupt,
     prevent or impair in a materially adverse manner the conduct of the
     Companies' business going forward.

                                      -18-

          Except as set forth on Schedule 5.12, since the date of the
     Financial Statements, each of the Companies has not:

               (a)  experienced any material damage, destruction or loss to
     or of any of its material assets, whether or not covered by insurance;

               (b)  material increased or agreed to make any material
     increase in the compensation payable to any employee(s), including
     leased employees, or independent contractor(s), other than in the
     ordinary course of business;

               (c)  conducted its operations or participated in any
     transaction otherwise than in the ordinary course of business;

               (d)  entered into any transaction or contract, or amended or
     terminated any transaction or contract which transaction or contract,
     or amendment or termination thereof, to the knowledge of the
     Shareholders or NCCI might reasonably be expected to have a material
     adverse effect on the financial condition, business or operations of
     the Companies;

               (e)  cancelled or waived any claim or right of substantial
     value or sold, transferred, distributed or otherwise disposed of any
     of their assets, except for a fair consideration in the ordinary
     course of business;

               (f)  other than as specifically referred to herein,
     distributed any of its property or assets to the Shareholders;

               (g)  incurred any obligation or liability (absolute or
     contingent) in all cases exceeding $10,000 in the aggregate;

               (h)  except in the case of NCCI, discharged or satisfied any
     lien or encumbrance or paid any obligation or liability (absolute or
     contingent) other than liabilities disclosed in the Schedules hereto
     or current liabilities incurred since the date of the Financial
     Statements in the ordinary course of business;

               (i)  mortgaged, pledged or subjected to any Lien (as defined
     in Section 5.4) or charge or any other encumbrance, any assets,
     tangible or intangible, other than the lien of current state or local
     property taxes not yet due;

               (j)  received notice or had knowledge of any labor trouble
     or union organizing activity other than routine matters, none of which
     is material,

                                      -19-

               (k)  knowingly waived any rights of substantial value,
     whether or not in the ordinary course of business;

               (l)  failed to pay all debts (including all trade accounts
     payable) and obligations promptly as they became due, or in advance or
     otherwise to the extent consistent with prior practice, delayed the
     payment of any debt or obligation after such date except in the case
     of a bona fide dispute over the amount thereof; or

               (m)  entered into any agreement, commitment, letter of
     intent or other contract providing for any of the foregoing actions.

          5.13 COMPLIANCE WITH ENVIRONMENTAL LAWS.  Except as disclosed on
               ----------------------------------
     Schedule 5.13, each of the Companies has not used, treated, stored or
     disposed of hazardous waste or toxic substances on any property owned
     or leased by any of the Companies (whether owned, leased, subleased or
     used by any of the Companies, the "Property") in violation of any
     federal, state or local environmental protection, toxic substance,
     human health or similar statute, regulation or ordinance
     (collectively, the "Environmental Laws"), and, to the best of the
     Shareholders' and NCCI's knowledge, there have been no spills or
     releases of hazardous substances on or from any Property that, in any
     such case, could subject the owner or occupier of the Property to
     liability.  The Property and all operations conducted on such Property
     during the period of the Companies' ownership, use or occupancy have
     been in compliance with all Environmental Laws.  The foregoing
     sentence shall not be deemed to be a representation regarding any non-
     obvious circumstance on any Property created by any non-affiliated
     third party (without the knowledge of the Sellers) prior to the
     Companies', NCCI's or the Shareholders' use or occupancy of any such
     Property, if such circumstance in fact constituted non-compliance with
     any Environmental Law during the period of the Companies' ownership,
     use or occupancy of such Property.  The Companies have not received
     any notice, nor are aware, of any administrative or judicial
     investigations, proceedings or actions with respect to violations,
     alleged or proven, of any Environmental Law by any of the Companies or
     lessee or any lessor of any of the Companies, if any, or otherwise
     involving the Property or the operations conducted on the Property. 
     To the best of knowledge of Sellers, no asbestos containing material
     is present in any of the improvements on any Property or is otherwise
     located on any Property.  To the best of the knowledge of the
     Shareholders and NCCI after due inquiry, all operations conducted on
     the Property are in compliance with all federal and state statutes and
     regulations relating to asbestos.  Except as disclosed on Schedule
     5.13, to the best of the knowledge of the Shareholders and NCCI after
     due inquiry, no underground storage tanks, whether in use or closed,
     are on or under any Property.  

                                      -20-

          5.14 NO TAKING.  None of the Companies has received notice of any
               ---------
     pending, threatened, proposed or contemplated eminent domain or
     condemnation proceeding or similar taking, with or without payment of
     compensation therefor, or any pending or threatened rezoning affecting
     the real property which is the subject of the Leases included among
     the Assumed Contracts or the New Lease (as hereinafter defined).

          5.15 GOVERNMENTAL ACTIONS.  The Shareholders and NCCI are not
               --------------------
     aware of any statutory or regulatory effort currently pending in the
     legislative or regulatory branches of the governments of the States of
     Arizona, Ohio or Wisconsin seeking to limit or otherwise restrict the
     amount, timing or method of collection of fees in connection with the
     services provided by the Stores.

          5.16 ADA MATTERS.  Neither the Companies nor the Shareholders
               -----------
     have received any notification, nor are aware of any circumstance,
     regarding any of the real property which is the subject of the Leases
     or the New Lease which would require that the lessee under any such
     Leases  or New Lease make or should have made any additions,
     renovations or improvements to such property pursuant to the terms of
     the Americans With Disabilities Act ("ADA") or otherwise; provided
     however that the Shareholders and NCCI specifically disclaim any
     warranty or representation that said property in its current state
     conforms to the ADA.

          5.17 ACCURACY OF STATEMENTS.  Neither this Agreement nor any
               ----------------------
     schedule, exhibit, statement, list, document, certificate or other
     information furnished or to be furnished by or at the request of
     Shareholders or NCCI to Purchaser or any representative or affiliate
     of the Purchaser in connection with this Agreement or any of the
     transactions contemplated hereby contains or will contain any untrue
     statement of a material fact or will omit to state a material fact
     necessary to make the statements contained herein or therein, in light
     of the circumstances in which they are made, not misleading.  All
     representations, covenants and warranties made by or on behalf of
     Sellers/Shareholders in this Agreement shall, pursuant to Section 10.1
     hereof, survive the execution and delivery of this Agreement and the
     closing of the transactions contemplated hereby.  

                                    *   *   *

          In defending a claim based upon the breach of any representation,
     warranty or covenant contained in this Agreement, Shareholders and
     NCCI shall not assert as a defense thereto that Purchaser had
     constructive knowledge of the falsehood of any such representation,
     warranty or covenant.

                                      -21-

          SECTION 6.     REPRESENTATIONS AND WARRANTIES OF PURCHASER. 
                         -------------------------------------------
     Purchaser represents and warrants to the Shareholders and NCCI, as
     follows:

          6.1  ORGANIZATION AND GOOD STANDING.  Monetary Management
               ------------------------------
     Corporation is a corporation duly organized, validly existing and in
     good standing under the laws of the State of New York and is in good
     standing as a foreign corporation in the Commonwealth of Pennsylvania.

          6.2  CONSENTS, AUTHORIZATIONS AND BINDING EFFECT.
               -------------------------------------------
               (a)  Purchaser has full power and authority to execute and
     deliver this Agreement and the other agreements and instruments to be
     executed and delivered by it pursuant hereto, and to consummate the
     transactions contemplated hereby and thereby.  On or prior to the
     Closing Date, all acts and other proceedings required to be taken by
     or on the part of Purchaser to carry out this Agreement and such other
     agreements and instruments and the transactions contemplated hereby
     and thereby will have been duly and properly taken.  This Agreement
     has been duly executed and delivered by Purchaser and constitutes, and
     such other agreements and instruments, when duly executed and
     delivered by Purchaser, will constitute the legal, valid and binding
     obligations of Purchaser enforceable in accordance with their
     respective terms (subject, as to the enforcement of remedies, to
     applicable bankruptcy, reorganization, insolvency, moratorium or other
     similar laws and equitable principles affecting the enforcement of
     creditors' rights generally from time-to-time in effect).  The
     execution and delivery by Purchaser of this Agreement and such other
     agreements and instruments and the consummation of the transactions
     contemplated hereby and thereby will not violate any law or conflict
     with or result in any breach of or constitute a material default (or
     an event which with notice or lapse of time or both would become a
     material default) under any indenture, mortgage, lease, agreement or
     other instrument to which Purchaser is a party or by which it may be
     bound or affected provided that the consents and approvals disclosed
     on Schedule 6.2 hereto have been obtained.  Except as specifically
     disclosed on Schedule 6.2 hereto, no approval, authorization, consent
     or other order or action of or filing by the Purchaser with any court,
     administrative agency, or other governmental authority is required for
     the execution and delivery by the Purchaser of this Agreement or such
     other agreements and instruments or its consummation of the
     transactions contemplated hereby or thereby.

               (b)  Except as provided in Schedule 6.2 hereto, the
     Purchaser may execute, deliver and perform this Agreement, the Non-
     Competition Agreements and all other agreements to be executed in
     connection herewith without the necessity of obtaining any consent,
     approval, authorization or waiver or giving any notice or otherwise. 
     This Agreement constitutes and, when executed and delivered, the Non-
     Competition Agreements

                                      -22-

     will constitute the legal, valid and binding obligations of the
     Purchaser enforceable in accordance with their respective terms.  

               (c)  The execution, delivery and performance of this
     Agreement and the Non-Competition Agreements, assuming that the
     consents, approvals, authorizations, waivers and notices set forth on
     Schedule 6.2 hereto are obtained or given, will not constitute a
     material violation of any statute, judgment, order, decree or
     regulation or rule of any court, governmental authority or arbitrator
     applicable or relating to the Purchaser.

          6.3  FINANCIAL STATEMENTS AND FINANCIAL CONDITION OF MONETARY
               --------------------------------------------------------
     MANAGEMENT CORPORATION.
     ----------------------
               (a)  Annexed as Schedule 6.3(a) hereto are the unaudited
     financial statements of Monetary Management Holdings, Inc., the parent
     corporation of MMC ("MMH") for the eleven months ended May 31, 1995
     (the "Financial Statements") and the balance sheets included therein
     (the "Balance Sheets").

               (b)  The Financial Statements have been prepared in
     accordance with the books of account of MMH, in conformity with
     generally accepted accounting principles consistently applied, and
     present fairly the financial position of MMH as of the date of the
     Financial Statements and the results of operations of MMH for the
     periods covered thereby; provided, however that the Financial
     Statements may not contain all adjustments or footnotes necessary
     under generally accepted accounting principles.  However, they are
     still prepared in conformity with sound accounting principles
     consistently applied and, to MMH's knowledge, no material adjustments
     or footnotes are omitted.

               (c)  MMH has no liabilities (absolute, contingent or
     otherwise) which, in accordance with generally accepted accounting
     principles, are required to be reflected, reserved or otherwise
     disclosed in the Balance Sheets which are not reflected, reserved or
     otherwise disclosed in said Balance Sheets except (i) those incurred
     since the date of said Balance Sheet in the ordinary course of
     business, consistent with past practice, in arm's length transactions
     with unrelated parties, and which do not have and cannot reasonably be
     expected to have, in the aggregate, a material adverse effect on the
     business, operations, financial condition or prospects of MMH.

               (d)  Since the date of the Financial Statements, there has
     been no material adverse change in the business, operations, financial
     condition or prospects of MMH and to the best knowledge of MMH there
     are no events with respect to any of the foregoing that threaten to
     disrupt, prevent or impair in a materially adverse manner the conduct
     of MMH's business going forward.

                                      -23-

          6.4  LITIGATION.  No actions, suits, claims, proceedings or
               ----------
     investigations (whether or not purportedly on behalf of or against
     Purchaser), are pending or threatened against Purchaser at law or in
     equity that relate to the transactions contemplated by this Agreement
     or that will prohibit Purchaser from performing the obligations to be
     performed by it hereunder.

                                    *   *   *

          In defending a claim based upon the breach of any representation,
     warranty or covenant contained in this Agreement, Purchaser shall not
     assert as a defense thereto that the Shareholders or NCCI had
     constructive knowledge of the falsehood of any such representation,
     warranty or covenant.

          SECTION 7.     COVENANTS OF THE PARTIES.
                         ------------------------
          For the purposes hereof, the term "reasonable efforts" when
     utilized in this Section 7 and in Section 10, shall mean such efforts
     as a reasonable man would take on his own behalf in the same
     circumstance.

          7.1  ACCESS TO RECORDS AND PROPERTIES.  Between the date of this
               --------------------------------
     Agreement and the Closing Date, the Companies and the Shareholders
     shall give to Purchaser such access to the premises, books and records
     of the Companies and the Shareholders and shall cause the officers and
     employees of the Companies to furnish such financial and operating
     data and other information as Purchaser may from time to time
     reasonably request.  Purchaser agrees to refrain from conducting any
     on-site due diligence at the Stores and from contacting employees of
     the Companies without the Shareholders' prior consent which shall not
     be unreasonably withheld.  Pending the Closing, all of such
     information not in the public domain shall be maintained
     confidentially by Purchaser and not used for any purpose other than in
     connection with the transactions contemplated hereby.  From and after
     the Closing Date, the Shareholders and NCCI shall give to Purchaser
     free and unrestricted access to the books, files and records of the
     Shareholders and NCCI relating to the operations of the Companies
     relating to the Stores for the periods prior to and including the
     Closing Date retained by the Shareholders or NCCI, if any, and
     Purchaser shall give to the Shareholders and NCCI free and
     unrestricted access to the books, files and records transferred to
     Purchaser's control relating to the business and operations of the
     Companies prior to the Closing, as the other shall from time to time
     reasonably request.  Prior to the destroying or disposing of such
     books, files and records, the Shareholders/NCCI and Purchaser shall
     give thirty (30) days' notice to the other of the intended destruction
     or disposition, and the other,

                                      -24-

     at its option, shall have the right to take possession of the same or
     to make copies of the same at their or its expense.  

          Any investigation or access pursuant to this Section 7.1 shall be
     conducted in such manner as not to interfere unreasonably with the
     operation of the business of the other party.

          7.2  OPERATION OF THE COMPANIES.  From and after the date hereof
               --------------------------
     and until the Closing, the Shareholders and NCCI shall see to it that
     the Companies:

               (a)  Operate their respective business diligently and only
     in the usual, ordinary manner and, to the extent consistent with such
     operations, use their reasonable efforts to (i) preserve the current
     business organizations of the Companies and the Stores intact, and
     (ii) preserve current relationships with employees of the Companies
     and all other persons having business dealings with the Companies and
     the Stores.

               (b)  Maintains their books, accounts and records in the
     usual and ordinary manner, and in a manner that fairly and correctly
     reflects their respective income, expenses, assets and liabilities in
     accordance with sound accounting principles on a basis consistent with
     prior years.

               (c)  Comply with all Federal, state, local and other
     governmental (domestic or foreign) laws, statutes, ordinances, rules,
     regulations, orders, writs, injunctions, decrees, awards or other
     requirements of any court or other governmental or other authority or
     body applicable to them or their properties and assets or to the
     conduct of their business, and to substantially perform all of their
     obligations under all contracts, agreements, franchises, licenses,
     permits, instruments, undertakings or otherwise without default.

               (d)  Except in the ordinary course of business:  make no
     change in the compensation payable or to become payable to any
     employee; make no change in any existing, or enter into any new,
     arrangement or contract relating to management, executive or clerical
     services or relating to the sharing of administrative or other
     overhead or any management or supervisory fee; establish or make no
     bonus, stock option, profit sharing, retirement or other similar
     payment, plan or arrangement except as otherwise provided for herein
     in the ordinary course of the administration of existing incentive,
     welfare, retirement or other similar plans or arrangements hereinabove
     referred to; and enter into no union contract and no employment
     agreement, or agreement with any salesman or sales agent or any
     franchise agreement, independent dealer/distributor agreement or other
     contract or arrangement with respect to the performance of services
     for any of the Companies.

                                      -25-

               (e)  Not enter into, modify or extend any Assumed Contract,
     or engage in any activity or transaction not substantially in the
     ordinary course of business and in accordance with past practice. 

               (f)  Not sell or dispose of any capital assets.  

               (g)  Not mortgage, pledge or subject to any Lien (as defined
     in Section 5.4) or charge or other encumbrance, any assets, tangible
     or intangible, other than the lien of current state or local property
     taxes not yet due.

               (h)  Not make any agreement, commitment or arrangement to
     take any action materially inconsistent with the obligations under, or
     prohibited by, the foregoing paragraphs.

          7.3  CONSENTS AND NOTICES, ETC..  Promptly after the date hereof,
               --------------------------
     the Shareholders and NCCI shall use their reasonable efforts to obtain
     all consents, waivers, approvals and authorizations listed in
     Schedules 1.2(a) and 5.2(a) hereto which may be necessary from third
     parties to effectuate this Agreement; to execute a new lease for the
     Baseline Road property for a term expiring no earlier than August 15,
     1996 and otherwise on terms substantially the same as the most recent
     lease of that site; and to consummate the transactions contemplated
     hereby in accordance with the terms hereof and shall give all notices
     to third parties required to be given in contemplation and as a result
     of the transactions contemplated by this Agreement.  It shall however
     be the responsibility of the Purchaser to obtain all permits, licenses
     and approvals necessary to enable the Purchaser to operate the Stores
     subsequent to Closing and Purchaser agrees to diligently pursue all
     such licenses, permits and authorizations.  In the event the Baseline
     Road Lease is extended at a rental rate in excess of $1,000 per month,
     such increase shall not be deemed to constitute a term substantially
     different from the most recent lease.

          7.4  COMPETING TRANSACTIONS.  Prior to December 31, 1995, unless
               ----------------------
     the Agreement is terminated in accordance with the terms hereof prior
     to such date, the Shareholders and the Companies shall not take any
     action, directly or indirectly, to negotiate, cause, promote,
     authorize or agree to any transaction competing or interfering with
     any of the transactions contemplated by this Agreement, including,
     without limitation, any merger, consolidation or reorganization, or
     acquisition or disposition of the equity securities or assets of any
     of the Companies.

          7.5  EFFORTS TO SATISFY CONDITIONS.  The Shareholders and NCCI
               -----------------------------
     shall use their reasonable efforts to cause the conditions set forth
     in Section 8 hereof to the obligations of Purchaser contained herein
     to be satisfied to the extent that the satisfaction of such conditions
     is within the control of the Shareholders and NCCI, and Purchaser
     shall use its reasonable

                                      -26-

     efforts to cause the conditions to the obligations of the Shareholders
     and NCCI contained in Section 9 hereof to be satisfied to the extent
     that the satisfaction of such conditions is in the control of
     Purchaser; however, the foregoing shall not constitute a limitation
     upon the covenants and obligations of the Shareholders, NCCI and
     Purchaser otherwise expressly set forth in this Agreement.

          7.6  CONFIDENTIALITY.  Purchaser agrees that for and in
               ---------------
     consideration of the Shareholders' and NCCI's cooperation and
     disclosure of sensitive business information, between the date hereof
     and Closing, Purchaser shall hold in the highest degree of
     confidentiality any and all information received from the Companies or
     the Shareholders and not publish the same to any party not directly
     involved in Purchaser's acquisition of the Shares and the NCCI Assets;
     provided, however, that confidential information shall not include any
     information which (1) was already known to Purchaser prior to delivery
     or disclosure by the Shareholders or NCCI; or (2) is or becomes
     publicly known to Purchaser through no wrongful act of Purchaser; or
     (3) is rightfully received by Purchaser from third-party without
     authorization of the Shareholders; or (4) is furnished by the
     Shareholders or NCCI to a third-party without a similar restriction on
     the third-party's rights; or (5) is disclosed pursuant to a
     requirement of a governmental agency or disclosure is required by
     operation of law.  For periods subsequent to Closing, to the extent
     that Purchaser is in possession of confidential information relating
     to the Shareholders (and not the Companies) whether obtained from the
     Shareholders prior to or subsequent to Closing, Purchaser shall treat
     such confidential information as described above.  The parties hereto
     specifically acknowledge the existence of a prior Non-Disclosure
     Agreement, dated May 31, 1995, regarding confidentiality undertakings,
     and specifically acknowledge that the terms of such agreement are
     hereby ratified and confirmed and will survive the execution of this
     Agreement.

          7.7  PUBLICITY.  Without the consent of the Shareholders,
               ---------
     Purchaser will not disclose in any manner to any employee or vendor of
     the Companies that the parties hereto have entered into this
     Agreement.  No public announcement of the existence of this Agreement
     shall be made by any party without the prior written consent of the
     others.

          7.8  EXCLUSIVE DEALING.  Prior to December 31, 1995, unless this
               -----------------
     Agreement is terminated in accordance with the terms hereof prior to
     such date, neither the Companies nor the Shareholders will offer the
     Shares or the Assets (or any part thereof) for sale to any person
     other than Purchaser nor will the Companies or the Shareholders enter
     into negotiations with any other party for the disposition of the
     Shares or the Assets (or any part thereof) and the Companies and
     Shareholders agree that neither the Companies nor the Shareholders
     will negotiate with any other parties relative to any disposition of
     the Shares or the Assets (or any part thereof).  Furthermore, the
     Companies and the Shareholders will not, directly or indirectly ,
     through any officer, director, agent or otherwise of the Companies,

                                      -27-

     solicit or initiate, directly or indirectly, or encourage submission
     of inquiries, proposals or offers from any potential buyer, other than
     Purchaser, or participate in any discussions or negotiations
     regarding, or furnish to any person any information with respect to
     the disposition of the Shares or the Assets (or any part thereof) for
     purposes of effecting any of the foregoing.

          7.9  RELATIONSHIPS; EMPLOYEES.  
               ------------------------
               (a)  While the Shareholders and NCCI make no representation
     that any employee (leased or otherwise) of the Companies will continue
     employment with LMS, PRE or the Purchaser following the Closing Date,
     the Shareholders and NCCI will (i) cooperate in permitting Purchaser
     to discuss employment with the employees and executives of the
     Companies and will encourage such persons to accept any proffered
     employment and will not interfere in any negotiations between
     Purchaser and such persons with regard to such employment; and (ii)
     take no action which will impede the goodwill of customers and others
     having a business relationship with the Companies and take no action
     which will impede Purchaser and its representatives in their efforts
     to persuade such persons to continue such relationship after Closing
     Date.  Notwithstanding the foregoing, the Sellers shall have the right
     to have a representative of Sellers present when, if ever, Purchaser
     has any discussions regarding employment with any of the Companies'
     employees on Company time and shall have the right to reasonably limit
     any such discussions undertaken on Company time.

               (b)  Purchaser will conduct itself in accordance with
     applicable laws and regulations in dealing with the employees of LMS
     and PRE and the Stores subsequent to Closing; and will not
     unreasonably interfere with the operations of the Companies prior to
     Closing while discussing employment related matters with the employees
     of LMS, PRE and the Stores.

          SECTION 8.     CONDITIONS TO OBLIGATIONS OF PURCHASER.  The
                         --------------------------------------
     obligations of Purchaser to consummate the purchase and sale of the
     Shares and the NCCI Assets under this Agreement are subject to the
     satisfaction of the following conditions, each of which may be waived
     by Purchaser.  

                                      -28-

          8.1  FINANCING.  The acquisition by Purchaser of financial
               ---------
     commitments on terms satisfactory to Purchaser, sufficient to fund the
     proposed acquisitions.  This Agreement shall automatically terminate
     if on or before September 11, 1995, Purchaser has not notified the
     Shareholders of the satisfaction or waiver of this condition.

          8.2  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
               ----------------------------------------------------------
               (a)  The representations and warranties of the Shareholders
     and NCCI set forth in Section 5 hereof and in all agreements,
     documents and instruments executed and delivered pursuant hereto or in
     connection with the Closing of the transactions contemplated hereunder
     shall in the aggregate have been, on the date hereof and shall be on
     the Closing Date, true and correct in all material respects as though
     made on and as of the Closing Date.

               (b)  The Shareholders and NCCI shall have materially
     performed the agreements and obligations necessary to be performed by
     them under this Agreement prior to the Closing Date, and performed in
     accordance with the covenants set forth in Section 7 hereof.  Without
     limiting the generality of the foregoing, the Shareholders and NCCI
     shall have obtained all consents, waivers, approvals and
     authorizations, and shall have given all notices to third parties, as
     in the aggregate are necessary to convey, sell, transfer, assign and
     deliver to Purchaser all of the Shares and the NCCI Assets and to vest
     in Purchaser all right, title, interest and claims of the Companies
     in, to, relating to or arising under the Assets, free and clear of any
     Liens (as defined in Section 5.4); excluding, however, the waivers,
     authorizations, consents, licenses, permits and approvals to be
     obtained by Purchaser as described above.  To the extent that the
     Shareholders and NCCI are unable to obtain the consent of the
     landlords/lessors under the Leases or the other party(ies) to the
     other Assumed Contracts without remaining responsible under one or
     more of the Leases or other Assumed Contracts (if they are already
     responsible thereunder, as a guarantor or otherwise) the Shareholders
     and NCCI shall obtain such consents and Purchaser shall defend,
     indemnify and hold them harmless against any losses, etc. which may be
     suffered under such Leases or other Assumed Contracts, including,
     without limitation, court costs and reasonable attorney's fees.

               (c)  The continued operation of the Stores in the normal
     course of business between the date hereof and the Closing Date.

               (d)  The absence of any material deterioration (or
     alteration) of the Assets and the Shares or the value thereof between
     the date hereof and the Closing Date, including, but not limited to,
     material loss of customers, material employee/management attrition,
     material destruction of equipment, force majeure, declaration of war
     or enactment of material adverse legislation.

                                      -29-

               (e)  The Shareholders and NCCI shall have delivered to
     Purchaser a certificate, in substantially the form attached hereto as
     Exhibit B executed by the Shareholders, to the effect that the
     conditions set forth in subparagraphs 8.1(b) and 8.1(c) above have
     been satisfied.

          8.3  TRANSFER OF SHARES AND NCCI ASSETS.  The Shareholders shall
               ----------------------------------
     deliver at Closing to Purchaser certificate(s) representing the
     Shares, with stock powers separate from certificates executed in
     blank, and such bills of sale with covenants of warranty, assignments,
     special warranty deeds with covenants against grantor's acts only, and
     other good and sufficient instruments of transfer and conveyance, in
     form and substance reasonably satisfactory to Purchaser and its
     counsel, as shall be effective to vest in Purchaser, and to evidence
     the vesting in Purchaser of, good and marketable title to the NCCI
     Assets and the Shares and to verify the ownership of LMS and PRE in
     the Assets other than the NCCI Assets, as provided for, and subject to
     the limitations and exceptions set forth, in this Agreement.

          8.4  OPINION(S) OF COUNSEL TO THE SHAREHOLDERS AND NCCI. 
               --------------------------------------------------
     Purchaser shall have received at Closing opinion(s) of counsel(s) to
     the Shareholders and NCCI, satisfactory to Purchaser, dated the
     Closing Date, in substantially the form attached hereto as Exhibit C.

          8.5  RESIGNATIONS.  The Shareholders and NCCI shall deliver, on
               ------------
     the Closing Date, resignations or termination notices, effective as of
     the Closing Date, regarding the officers and directors of LMS and PRE
     and such employees of the Stores as Purchaser shall request; and shall
     remain or become responsible for any severance or bonus or similar
     payments due to such persons.

          8.6  NO ADVERSE CHANGE OR MATERIAL DISCREPANCIES; DUE DILIGENCE. 
               ----------------------------------------------------------
     There shall not have occurred between the date hereof and the Closing
     Date any changes which in the aggregate have a material adverse effect
     on Purchaser's valuation of the Shares and/or the Assets or otherwise
     on the operations, condition (financial or otherwise), assets or
     business of the Companies and the Shareholders and NCCI shall have
     delivered to Purchaser a certificate to such effect, in substantially
     the form attached hereto as Exhibit B.

          Purchaser, through its attorneys, accountants, employees, agents
     or assignees, shall (i) not have discovered, in the course of its due
     diligence review of the transactions contemplated hereby, that the
     financial condition or history of operations of the business of the
     Companies and the Stores is materially different than the condition
     and/or history represented to Purchaser by the Shareholders and NCCI
     in the context of the negotiation of the instant acquisition; and (ii)
     have completed a satisfactory due diligence review of the Stores and
     Sellers' business following the execution hereof.

                                      -30-

          8.7  GOVERNMENTAL AND OTHER APPROVALS.  Any licenses, permits,
               --------------------------------
     approvals, consents, authorizations and waivers by governmental
     agencies or private parties necessary to consummate the transactions
     contemplated by this Agreement as set forth on Schedules 1.2(a) and
     5.2(a) hereto, shall have been obtained on terms reasonably
     satisfactory to Purchaser, including, but not limited to, any licenses
     required by the States of Arizona, California, Ohio or Wisconsin to
     operate the Stores.  Purchaser shall use its best efforts to obtain
     such licenses, etc., as promptly as possible.

          8.8  NON-COMPETITION AGREEMENTS.  The Shareholders and NCCI shall
               --------------------------
     each have delivered to Purchaser at Closing a duly executed Non-
     Competition Agreement, in the form annexed hereto as Exhibit A-1
     through A-4, as applicable.

          8.9  OTHER MATTERS.  At Closing, the Shareholders and NCCI shall
               -------------
     have furnished, or caused to be furnished, to Purchaser, in form and
     substance reasonably satisfactory to Purchaser, such certificates and
     other evidence as Purchaser may have reasonably requested as to the
     satisfaction of the conditions contained in this Section and as to
     such other matters relating to the representations, warranties,
     covenants and undertakings in this Agreement as Purchaser may
     reasonably request.

          8.10 BOARD APPROVAL.  The final approval of the transactions
               --------------
     contemplated hereby by the Purchaser's board of directors.

          SECTION 9.  CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDERS AND
                      -------------------------------------------------
     NCCI.  The obligations of the Shareholders and NCCI to consummate the
     ----
     sale and purchase under this Agreement and to execute and deliver the
     Non-Competition Agreements are subject to the satisfaction of the
     following conditions, each of which may be waived by the Shareholders
     and NCCI in writing.  

          9.1  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
               ----------------------------------------------------------
               (a)  The representations and warranties of Purchaser set
     forth in Section 6 hereof and in all agreements, documents and
     instruments executed and delivered pursuant hereto or in connection
     with the Closing of the transactions contemplated hereunder shall have
     been and be true and correct in all respects at all times commencing
     with the date of this Agreement and ending with and on the Closing
     Date as though made on and as of the Closing Date.

               (b)  Purchaser shall have performed the agreements and
     obligations necessary to be performed by it under this Agreement prior
     to the Closing Date.

                                      -31-

               (c)  Purchaser shall have delivered to Sellers at Closing a
     certificate, executed by Purchaser, in substantially the form attached
     hereto as Exhibit D, to the effect that the conditions set forth in
     subparagraphs 9.1(a) and 9.1(b) above have been satisfied.

          9.2  OPINION OF COUNSEL TO PURCHASER.  The Shareholders and NCCI
               -------------------------------
     shall have received the opinion of Klehr, Harrison, Harvey, Branzburg
     & Ellers, dated the Closing Date, in substantially the form attached
     hereto as Exhibit E.

          9.3  PURCHASE PRICE.  At Closing, purchaser shall have delivered
               --------------
     the Purchase Price pursuant to Section 3 hereof.

          9.4  NON-COMPETITION AGREEMENTS.  Purchaser shall have delivered
               --------------------------
     to each of the Shareholders and NCCI at Closing a duly executed Non-
     Competition Agreement, in the forms annexed hereto as Exhibits A-1, A-
     2, A-3, and A-4.

          9.5  NO ADVERSE CHANGE.  There shall have been no developments
               -----------------
     since the date of this Agreement materially adversely affecting the
     financial condition of Purchaser and its ability to perform its
     obligations hereunder and under the Non-Competition Agreements. 

          SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                       -------------------------------------------
     INDEMNIFICATION.
     ---------------
          10.1 SURVIVAL.  The representations, warranties and agreements
               --------
     made in Sections 5 and 6 hereof and in the Schedules hereto by
     Purchaser and the Shareholders and NCCI shall remain operative and in
     full force for two (2) years after the Closing Date except with
     respect to tax matters as to which such representations and warranties
     shall continue to survive for the period of any applicable statutes of
     limitation.

          10.2 (a)  INDEMNIFICATION BY THE SHAREHOLDERS AND NCCI.  The
                    --------------------------------------------
      Shareholders and NCCI hereby jointly and severally agree to defend,
     indemnify and hold Purchaser and its officers, directors,
     shareholders, agents and affiliates and their respective successors
     and assigns (for purposes of this Section 10.2, collectively, the
     "Purchaser") harmless from and against any and all losses, liabilities
     (accrued, absolute, contingent or otherwise), suits, proceedings,
     demands, settlements, judgments, fines, assessments, damages, expenses
     and costs (including reasonable attorneys' fees and litigation
     expenses) (collectively, the "Indemnifiable Damages") which Purchaser
     may suffer or incur by reason of, or which may arise out of: (i) the
     inaccuracy of any of the representations and warranties of the
     Shareholders and NCCI contained in this Agreement; (ii) the breach by
     the Shareholders or NCCI of any of the covenants, warranties or
     agreements made by them in this Agreement; (iii) any claim for payment
     of any liability of the Companies not specifically assumed by the

                                      -32-

     Purchaser pursuant hereto; or (iv) any legal obligation to remediate
     any environmental condition resulting from or arising during the
     Shareholders' or the Companies' operation of the Property prior to the
     Closing Date, provided, however, that the Shareholders and NCCI shall
     only be liable with respect to an Indemnifiable Damages if the
     aggregate Indemnifiable Damages, singly or in the aggregate, equal or
     exceed $25,000 and then only to the extent of any such excess.  In no
     event shall the Shareholders or NCCI be obligated under this Section
     to indemnify Purchaser to the extent any claim results from
     Purchaser's negligence or willful misconduct.  In no event shall the
     Shareholders or NCCI be obligated to indemnify Purchaser for
     Indemnifiable Damages in excess of the Purchase Price actually
     received by the Shareholders and NCCI.

               (b)  INDEMNIFICATION BY PURCHASER.  Purchaser hereby agrees
                    ----------------------------
     to defend, indemnify and hold the Shareholders and NCCI harmless from
     and against the Indemnifiable Damages which they may suffer or incur
     by reason of or which may arise out of: (i) the inaccuracy of any of
     the representations and warranties of Purchaser contained in this
     Agreement; (ii) the breach by Purchaser of any of the covenants,
     warranties or agreements made by it in this Agreement; (iii) any claim
     for payment of any Contract Liability or Credited Liability assumed by
     Purchaser hereunder or otherwise relating to the ownership or
     operation of the Stores after the Closing Date, including, but not
     limited, to any such liability arising after the Closing Date under
     the Assumed Contracts; and (iv) any legal obligations to remediate any
     environmental condition resulting from or arising during the
     Purchaser's operation of the Property after the Closing Date.  In no
     event shall Purchaser be obligated under this Section to indemnify the
     Shareholders or NCCI to the extent any claim results from their
     negligence or willful misconduct.

          10.3 TAX MATTERS.  The Shareholders and NCCI shall pay and shall
               -----------
     defend, indemnify and hold harmless Purchaser and its affiliates from
     and against any and all taxes (including interest and penalties
     thereon, if any) that may be imposed on or assessed against or
     otherwise claimed to be due from any of the Companies or the
     Shareholders with respect to any of the Companies (i) with respect to
     all taxable periods up to and including the date of Closing; and/or
     (ii) arising out of the inclusion of any of the Companies in any
     consolidated, combined or unitary group of which the Companies is or
     was a member on or prior to the date of Closing; and/or (iii) arising
     from or relating to the distribution of the Excluded Assets to the
     Shareholders.  Sellers shall prepare and file at appropriate times
     after Closing, the final state and federal Subchapter S Income Tax
     Returns of LMS and PRE for the period January 1, 1995 through Closing. 
     The parties acknowledge that the sale of all of the issued and
     outstanding stock of LMS and PRE to Purchaser, itself a corporation,
     will automatically cause the termination of the Subchapter S elections
     which are currently in place for both LMS and PRE.  Such terminations
     will necessitate the filing of two income tax returns for LMS and PRE
     during 1995, one a Federal Form 1120-S (and accompanying state income
     tax

                                      -33-

     returns) for January 1, 1995, through Closing, including all of each
     Company's income through Closing and a second post-Closing Form 1120
     for both Companies (along with accompanying state income tax returns)
     filed as a Subchapter C corporation for the period commencing at
     Closing and ending on the fiscal year end selected by Purchaser for
     both Companies.  Purchaser and Seller shall cooperate in the
     preparation and filing of such final Subchapter S returns for both LMS
     and PRE.  Purchaser shall have the right to review and approve the
     filings to be made by Sellers as described above.  Purchaser shall pay
     or cause LMS or PRE to pay and shall defend, indemnify and hold
     harmless the Shareholders and NCCI from and against any and all taxes
     (including interest and penalties thereon, if any) (a) that may be
     imposed on or assessed against LMS or PRE with respect to taxable
     periods ending after the date of Closing (except for taxable periods
     beginning before the date of Closing and ending after the date of
     Closing to the extent such taxes are attributable to the Shareholders
     or NCCI pursuant to clause (i) of this Paragraph and (b) arising from
     any taxable income of LMS or PRE after the date of Closing by reason
     of an election under section 338 of the Code, or under any similar tax
     provision which exists or which may come to exist under any federal or
     state tax law.

          10.4 NOTICE AND RIGHT TO DEFEND THIRD PARTY CLAIMS.
               ---------------------------------------------
               (a)  Promptly upon receipt of notice of any third party
     claim, demand or assessment or the commencement of any suit, action or
     proceeding in respect of which indemnity may be sought on account of
     an indemnity agreement contained in this Section 10, the party seeking
     indemnification (the "Indemnitee") shall notify in writing, within
     sufficient time to respond to such claim or answer or otherwise plead
     in such action, the party or parties from whom indemnification is
     sought (the "Indemnitor") thereof; provided, however, that failure or
                                        --------  -------
     delay to supply such notice shall not relieve Indemnitor of its
     indemnification obligation hereunder except to the extent that
     Indemnitor is actually prejudiced by such failure or delay.

               (b)  In case any claim, demand or assessment is asserted or
     suit, action or proceeding commenced against an Indemnitee
     (collectively a "Claim"), and it notifies the Indemnitor of the
     commencement thereof, if the Indemnitor acknowledges its
     indemnification obligations therefor hereunder, then the Indemnitor
     shall be entitled to participate therein, and, to the extent that it
     may wish, to assume the defense, conduct or settlement thereof, with
     counsel satisfactory to the Indemnitee, whose consent to the selection
     of counsel shall not unreasonably be withheld.  After notice from the
     Indemnitor to the Indemnitee of its election so to assume the defense,
     conduct or settlement thereof, the Indemnitor shall not be liable to
     the Indemnitee for any legal or other expenses subsequently incurred
     by the Indemnitee in connection with the defense, conduct or
     settlement thereof; provided, however, that if the Indemnitee has any
                         --------  -------
     separate defense from that of the Indemnitor, the Indemnitee

                                      -34-

     shall have the right to be represented by its own counsel at the
     Indemnitee's expense.  The Indemnitee shall have the right in any
     event to participate in any such defense with its own counsel at its
     own expense.  The Indemnitee will cooperate with the Indemnitor in
     connection with any such Claim and make personnel, books and records
     relevant to the Claim available to the Indemnitor at Indemnitor's
     expense.  In the event that the Indemnitor fails timely to defend,
     contest or otherwise protect against any such Claim, the Indemnitee
     shall have the right to defend, contest or otherwise protect against
     the same and may make any compromise or settlement thereof and recover
     the entire cost thereof from the Indemnitor, including, without
     limitation, reasonable attorneys' fees, disbursements and all amounts
     paid as a result of such claim or compromise or settlement thereof.

               (c)  Anything to the contrary herein notwithstanding, prior
     to finally settling any such Claim, the Indemnitor shall give to the
     Indemnitee prompt notice of its intention to settle the same and the
     terms of such proposed settlement and acknowledging their
     indemnification responsibility therefor hereunder.  If the Indemnitee
     shall object to such proposed settlement within 20 calendar days, then
     the Indemnitee shall thereafter, at its sole expense, assume the
     control and defense of such claim, suit, action, investigation or
     proceeding and in such event the liability of the Indemnitor shall be
     limited to the amount for which the same could have been settled as
     proposed by the Indemnitor.  If the Indemnitee does not object to the
     terms of the proposed settlement within the aforesaid 20 calendar day
     period, then the Indemnitor shall have the right to consummate such
     proposed settlement upon the terms set forth in the aforesaid notice.

          10.5 PAYMENT OF AMOUNTS DUE.  The amount of any indemnifiable
               ----------------------
     damages conceded or determined to be due from the Shareholders or NCCI
     to Purchaser, pursuant to any of the provisions of this Section 10,
     shall be paid by the Shareholders or NCCI to Purchaser within ten (10)
     business days from the date so conceded or determined.  Purchaser may
     pursue any such amounts from any of the Shareholders and/or NCCI.  The
     amount of any indemnifiable damages conceded or determined to be due
     from Purchaser to the Shareholders or NCCI, pursuant to any of the
     provisions of this Section 10, shall be paid to the Shareholders or
     NCCI by Purchaser within ten (10) business days from the date so
     conceded or determined.

          10.6 EFFORTS TO MINIMIZE DAMAGES.  Each Indemnitee hereunder
               ---------------------------
     shall make reasonable efforts to minimize the extent of Indemnifiable
     Damages suffered.  Notwithstanding the foregoing, an Indemnitee shall
     not be required to take any particular action in order to minimize any
     such Indemnifiable Damages.

                                      -35-

          SECTION 11.  BULK TRANSFER LAWS.  Purchaser hereby waives
                       ------------------
     compliance by the Shareholders and NCCI with the provision of any so
     called Bulk Transfer Laws of any jurisdiction in connection with any
     of the transactions contemplated hereby.  The Shareholders and NCCI
     hereby indemnify and hold harmless the Purchaser against any and all
     liabilities which may be asserted by third parties against the
     Purchaser, LMS or PRE as a result of non-compliance with any such Bulk
     Transfer Laws.

          SECTION 12.  FURTHER ACTIONS.  From time to time the parties
                       ---------------
     shall execute and deliver, or cause to be executed and delivered, such
     reasonable documents and instruments and shall take, or cause to be
     taken, such further or other actions as are necessary or reasonably
     desirable to carry out the intent and purposes of this Agreement, to
     convey, transfer, assign and deliver to Purchaser, and its successors
     and assigns, the Shares and the NCCI Assets (or to evidence any of the
     foregoing) and to consummate and give effect to the other
     transactions, covenants and agreements contemplated hereby.

          SECTION 13.  TERMINATION.  This Agreement shall terminate and
                       -----------
     shall be of no further force or effect:

                    (i)  Upon mutual agreement of the parties;

                    (ii) Except as to the provisions of Section 14(a)
     below, upon written notice by the Purchaser in the event that the
     conditions specified in Section 8.2(b) above have not been satisfied
     on or before September 11, 1995.  Such notice may be given at any time
     after said date so long as at the date of notice, the condition(s)
     referred to have still not been satisfied.  Notwithstanding the
     foregoing, if Purchaser gives notice of termination pursuant to this
     Section 13(ii), and if as of giving of such notice the "Minimum Lease
     Condition" (as hereinafter defined) is satisfied, Shareholders/NCCI
     shall have the right to deliver to Purchaser notification in writing,
     within five (5) days of the giving of Purchaser's notice under Section
     13(ii), of its/their election to consummate the transactions
     contemplated hereby utilizing the escrow arrangement described in
     Section 14(b) below.

                    (iii)     Except as to the provisions of Section 14(a)
     below, upon written notice given by the Purchaser or the
     Shareholders/NCCI in the event the Closing has not occurred on or
     before December 31, 1995, due to a circumstance not resulting from or
     caused by any act or omission of the party giving such written notice;

                    (iv) Upon written notice given by the Purchaser or the
     Sellers to the other in the event a material law, regulation or
     judicial decree prohibits the Closing; or

                                      -36-

                    (v)  Except as to the provisions of Section 14 below,
     upon written notice given by the Purchaser or the Sellers to the other
     in the event that any representation or warranty made by the other
     party herein was incorrect in any material respect when made; or that
     such other has failed to perform any covenant contained herein in any
     material respect and such failure has continued for thirty (30)
     business days following notice of such failure.  

          SECTION 14.      OTHER AGREEMENTS.  
                           ----------------
               (a)  Right of First Refusal.  If, despite the termination of
                    ----------------------
     this Agreement, prior to December 31, 1995, the Companies and/or the
     Shareholder(s) receive(s) a bona fide offer to acquire the Assets (or
     a portion thereof) or the Shares (or a portion thereof), the Purchaser
     shall have the absolute right to match such offer and to acquire the
     Assets or the Shares upon the terms of such bona fide offer.

               (b)  Minimum Lease Assignments; Baseline Road Lease.  The
                    ----------------------------------------------
      Shareholders and NCCI are required under Section 8.2(b) to obtain all
     of the consents of the landlord/lessors under the Leases to the
     "assignment" of such Leases to the Purchaser or its nominee(s) as are
     necessary to assign and deliver such Leases to Purchaser.  If the
     Shareholders and NCCI obtain the assignment consent of the
     landlord/lessor under the "Star Store" Leases (as indicated on
     Schedule 14(a)) or provide an opinion of counsel that such consent is
     not required, as well as the consent of the landlord/lessor under at
     least 7 of the remaining 11 Store Leases (not including the New Lease
     or the Baseline Road Lease, both as defined below) or provide said
     opinion, the "Minimum Lease Condition" for purposes of Section 13(ii)
     hereof shall be deemed to be met.  Assuming the satisfaction of the
     Minimum Lease Condition, if the Shareholders/NCCI shall give the
     notice referred to in Section 13(ii), as to each Lease as to which the
     Shareholders and NCCI have not obtained a consent (or provided said
     opinion) acceptable to Purchaser as of Closing, the amount of $100,000
     out of the Purchase Price shall be placed into escrow (jointly
     administered by legal counsel for each of the Purchaser and the
     Shareholders) pending receipt and delivery of such consent.  Any such
     amounts shall be held in escrow pursuant to the form of escrow
     agreement attached as Exhibit F.

                    (i)  In the event that no consent is thereafter
     procured as to a particular Lease and Purchaser is either forced to or
     elects to move the location of the subject Store to another site, all
     relocation and related costs of the Purchaser incurred in connection
     with the relocation of such Store shall be reimbursed to Purchaser out
     of the escrowed amount for such Store.

                                      -37-

                    (ii) In the event that a consent in substantially the
     form proffered by Purchaser is thereafter procured, the funds escrowed
     as to the particular Store shall be remitted to the Shareholders and
     NCCI.

                    (iii)     In the event neither of the above occurs as
     to a particular Store within one (1) year of the Closing Date, the
     funds escrowed as to that particular Store shall be split equally
     between Sellers and Purchaser.

               (c)  As of the date hereof, the Lease pertaining to the
     Store located on Baseline Road in Phoenix, Arizona (the "Baseline Road
     Lease"), has expired.  Pursuant to Section 7.3 hereof, the
     Shareholders have undertaken to execute a new lease for such property
     for a term expiring no earlier than August 15, 1996 and otherwise on
     substantially similar terms to the most recent lease of that site.  If
     as of Closing, such new lease shall not have been executed, the
     Purchase Price shall be reduced by $50,000.  If such new lease is
     executed and provides for a monthly rental rate of more than $1,000
     per month, then Sellers shall credit towards the Purchase Price
     allocable to the LMS shares an amount equal to such monthly excess
     over $1,000 multiplied by the number of months remaining under the new
     lease as of Closing or 12, which ever is less, and there shall be no
     other reduction in the Purchase Price.

               (d)  The property on which the Reading Road Store is
     presently located is now owned by NCCI.  At Closing, NCCI shall enter
     into a lease with Purchaser or its nominee concerning such property
     for a period of five (5) years with two (2) five (5) year options. 
     Such lease shall provide for rent at a 10% discount to current market
     rate.  The lease shall be in substantially the form attached hereto as
     Exhibit G.

          SECTION 15.  EXPENSES; BROKERS.
                       -----------------
               (a)  Except as otherwise specifically provided herein, the
     Shareholders and Purchaser shall bear their own legal fees and other
     costs and expenses with respect to the negotiation, execution and the
     delivery of this Agreement and the consummation of the transactions
     hereunder, and the assets of the Companies other than the Excluded
     Assets shall not be reduced or impaired by the payment or accrual of
     any such costs and expenses.  Any sales, use, conveyance or transfer
     taxes ("Tax") relating to the conveyance of the Assets, if applicable,
     in connection with the transactions contemplated herein shall be paid
     by the party on whom such liability is imposed by applicable law.  

               (b)  The Purchaser, on the one hand, and the Shareholders
     and NCCI, on the other, represent and warrant each to the other that
     they have not engaged the services of any broker or finder in
     connection with the transactions herein provided for.  

                                      -38-

          SECTION 16.  CONSTRUCTION.
                       ------------
               (a)  The descriptive headings of this Agreement are for
     convenience only and shall not control or affect the meaning or
     construction of any provision of this Agreement.

               (b)  Any representation or warranty made to the knowledge of
     any parties hereto, or as to what any such party is aware of, or
     statements of similar purport, shall mean that such party has made a
     reasonable investigation of the facts in connection therewith and is
     making such representation or warranty based upon the results of such
     investigation.

               (c)  The terms "material" and "materially" when used with
     respect to amounts of money or values shall refer to an amount or
     amounts of $50,000 or more individually or in the aggregate.

          SECTION 17.  NOTICES.  All notices or other communications which
                       -------
     are required or permitted hereunder shall be in writing and sufficient
     when delivered personally or telecopied by confirmed facsimile, or two
     (2) days after being sent by nationally recognized overnight courier
     with proof of delivery, in each case postage prepaid, addressed as
     follows:

          If to Purchaser:

               Monetary Management Corporation
               1436 Lancaster Avenue, Suite 210
               Berwyn, Pennsylvania  19312
               Attention:  Donald F. Gayhardt, Executive Vice President - 
                 Corporate Development
               Telecopy No. (610) 296-7844
          with a copy to:

               Klehr, Harrison, Harvey, Branzburg & Ellers
               1401 Walnut Street
               Philadelphia, Pennsylvania 19102
               Attention: Brian J. Sisko, Esq.
               Telecopy No. (212) 568-6603

          If to Shareholders:

               Larry M. Senderhauf
               7525 Gainey E. Ranch Road
               Scottsdale, Arizona  85258

                                      -39-

               E. Rick Safford
               226 Burgundy Rd.
               Healdsburg, California  95448

               Fred T. Kampo, Jr. 
               1701 Murmuring Waters Lane
               Osh Kosh, Wisconsin  54901

               NCCI Corporation
               1701 Murmuring Waters Lane
               Osh Kosh, Wisconsin  54901

          with a copy to:

               John M. Kelly, Esquire
               Dempsey, Magnusen, Williamson & Lampe
               Firstar Bank Building
               One Pearl Avenue
               P.O. Box 886
               Osh Kosh, Wisconsin  54902

          SECTION 18.  GOVERNING LAW.  This Agreement shall be governed by
                       -------------
     and construed in accordance with the laws of the Commonwealth of
     Pennsylvania without regard to conflicts of law.

          SECTION 19.  ASSIGNABILITY.  This Agreement shall be binding upon
                       -------------
     the parties and their respective successors and assigns; provided,
     however, that this Agreement and the rights, privileges, duties and
     obligations of the Shareholders and NCCI herein may not be assigned or
     delegated without the prior written consent of Purchaser.  Purchaser
     may assign its rights and  privileges hereunder but not its duties or
     obligations.  

          SECTION 20.  WAIVERS AND AMENDMENTS.  Any waiver of any term or
                       ----------------------
     condition of this Agreement, or any amendment or supplement of this
     Agreement, shall be effective only if in writing executed by the party
     against whom such waiver, amendment or supplement is sought to be
     enforced.  A waiver of any breach or failure to enforce any of the
     terms or conditions of this Agreement shall not in any way affect,
     limit or waive a party's rights

                                      -40-

     hereunder at any time to enforce strict compliance thereafter with
     every term or condition of this Agreement.

          SECTION 21.  THIRD PARTY RIGHTS.  Notwithstanding any other
                       ------------------
     provision of this Agreement, and except as expressly provided in
     Section 10 hereof, this Agreement shall not create benefits on behalf
     of any third party, and this Agreement shall be effective only as
     among the parties hereto, their successors and permitted assigns.

          SECTION 22.  ILLEGALITIES.  In the event that any provision
                       ------------
     contained in this Agreement shall be determined to be invalid, illegal
     or unenforceable in any respect for any reason, the validity, legality
     and enforceability of any such provision in every other respect and
     the remaining provisions of this Agreement shall not, at the election
     of the party for whose benefit the provision exists, be in any way
     impaired.

          SECTION 23.  NO PRESUMPTION AGAINST THE DRAFTER.  Each of the
                       ----------------------------------
     parties to this Agreement participated in the drafting of this
     Agreement and the interpretation of any ambiguity contained in this
     Agreement will not be affected by the claim that a particular party
     drafted any provision hereof.

          SECTION 24.    COUNTERPARTS.  This Agreement may be executed in
                         ------------
     multiple counterparts all of which taken together shall constitute one
     and the same instrument.  This Agreement shall not be deemed effective
     until signed by all parties.  

          SECTION 25.    ENTIRE AGREEMENT.  This Agreement (including the
                         ----------------
     Schedules and the Exhibits delivered pursuant hereto) constitutes the
     entire agreement between the parties and pertaining to the subject
     matter hereof and supersedes all prior and contemporaneous agreements,
     understandings, negotiations and discussions, whether oral or written,
     of the parties.

                                      -41-

          IN WITNESS WHEREOF, the undersigned have executed this Agreement
     as of the date first above written.

                              MONETARY MANAGEMENT CORPORATION

                              By:  /s/ Donald F. Gayhardt
                                   ------------------------------
                                   Donald F. Gayhardt, 
                                   Executive Vice President

                              Attest: [signature illegible]

                              NCCI CORPORATION

                              By:  /s/ Fred T. Kampo, Jr.
                                   ------------------------------
                                   Fred T. Kampo, Jr., President

                              Attest: [signature illegible]

                              LARRY M. SENDERHAUF

                              /s/ Larry M. Senderhauf
                              -----------------------------------------

                                      -42-

                              E. RICK SAFFORD

                              /s/ E. Rick Safford
                              ____________________________________________

                              FRED T. KAMPO, JR.

                              /s/ Fred T. Kampo, Jr.
                              ____________________________________________

                                      -43-

                  SCHEDULES AND EXHIBITS TO PURCHASE AGREEMENT
     
                               DATED JULY 28, 1995

                             SCHEDULES AND EXHIBITS
                             ----------------------
                                       TO
                                       --
                               PURCHASE AGREEMENT
                               ------------------
                                  JULY 28, 1995

     SCHEDULE NUMBER          BRIEF DESCRIPTION
     ---------------          -----------------
     1.2(a)                   Licenses and Authorizations
     1.2(b)                   Personal Property
     1.2(c)                   Leased Real Property
     1.2(e)                   Intellectual Property, etc.
     2.3                      Agreed Prepaid Expenses
     3                        Allocation
     5.2(a)                   Required Consents, Approvals, Authorizations,
                              Waivers and Notices
     5.2(c)(iii)              Acceleration of Debts and Obligations
     5.3(b)                   Financial Statements
     5.3(d)                   Liabilities not reflected on the Balance
                              Sheets 
     5.7(a)                   Taxes
     5.8(a)                   Compensation of Employees
     5.8(b)                   Termination of Employment
     5.9                      Employee Benefit Plans

     5.11(a)                  Contracts
     5.13                     Environmental Matters
     6.2                      Consents required by Purchaser
     14(a)                    Star Store Leases

                                    EXHIBITS
                                    --------

     A-1, A-2, A-3 and A-4    Non-Competition Agreements
     B                        Form of Certificate of Sellers pursuant to
     Section 8.2(e)
     C                        Form of Opinion of Sellers' Counsel
     D                        Form of Certificate of Purchaser pursuant to
     Section 9.2(c)
     E                        Form of Opinion of Purchaser's Counsel
     F                        Form of Escrow Agreement
     G                        Form of Lease

                                                                 SCHEDULE 3
                                                                 ----------
                            PURCHASE PRICE ALLOCATION
                            -------------------------
               LMS Shares                       $ 2,160,000*
               Pacific Ring Enterprises Shares    3,712,500 
               NCCI Assets                          877,500 

                    Fixed Assets                    105,000

                    Customer Lists and
                      Goodwill                      772,500
                                                  ____________ 
               TOTAL:                           $ 6,750,000*

     ________________________
     *    To be reduced as required by Section 14.

                                                               SCHEDULE 6.2
                                                               ------------

                         CONSENTS REQUIRED BY PURCHASER
                         ------------------------------

     1.        Financing Approval

     2.        Arizona, California, Ohio and Wisconsin licenses to operate
               Stores.

                                                               SCHEDULE 6.3
                                                               ------------

                          PURCHASER FINANCIAL STATEMENT
                          -----------------------------

                                                             SCHEDULE 14(A)
                                                             --------------

                                STAR STORE LEASES
                                -----------------

     1.   1954 W. Broadway, Phoenix, AZ

     2.   2346 Newport Blvd., Costa Mesa, CA

     3.   105 S. Harbor Blvd., Santa Ana, CA

     4.   1811 W. Bell Rd., Phoenix, AZ

     5.   14040 Goldenwest St., Westminster, CA

     6.   1150 N. Harbor Blvd., Anaheim, CA

     7.   3501 W. Dunlap Ave., Phoenix, AZ 

Basic Info X:

Name: PURCHASE AGREEMENT
Type: Purchase Agreement
Date: Dec. 19, 1996
Company: DOLLAR FINANCIAL GROUP INC
State: New York

Other info:

Date:

  • 28th day of July , 1995
  • February 16 , 1995
  • January 31 , 1996
  • December 31 , 1994
  • May 31 , 1995
  • January 1 , 1995
  • September 11 , 1995
  • December 31 , 1995
  • August 15 , 1996
  • JULY 28 , 1995

Organization:

  • Pacific Ring Enterprises , Inc.
  • State of Arizona
  • American Indian Reservation
  • LMS 33 , Inc.
  • LMS Intellectual Property
  • Lac du Flambeau Band of Lake Superior Chippewa Indians Reservation
  • Wisconsin Gaming Commission Certificate
  • the State of Wisconsin
  • Native American Nations Conducting Class III Gaming
  • American Arbitration Association
  • Six Million Seven Hundred Fifty Thousand
  • Internal Revenue Service
  • National Labor Relations Board
  • Monetary Management Holdings , Inc.
  • The Financial Statements
  • Minimum Lease Assignments ; Baseline Road Lease
  • Minimum Lease Condition
  • Reading Road Store
  • Monetary Management Corporation 1436 Lancaster Avenue
  • Branzburg & Ellers
  • NCCI Corporation 1701 Murmuring Waters Lane Osh Kosh
  • Williamson & Lampe Firstar Bank Building One Pearl Avenue P.O
  • Commonwealth of Pennsylvania
  • A-4 Non-Competition Agreements B Form of Certificate of Sellers
  • Opinion of Sellers ' Counsel D Form of Certificate of Purchaser
  • E Form of Opinion of Purchaser 's Counsel F Form of Escrow Agreement G Form of Lease
  • Pacific Ring Enterprises Shares 3,712,500 NCCI
  • W. Bell Rd.
  • N. Harbor Blvd.
  • W. Dunlap Ave.

Location:

  • Delaware
  • State of California
  • Lac du Flambeau
  • City
  • Cincinnati
  • New York
  • LMS
  • Baseline Road
  • Berwyn
  • Harvey
  • Philadelphia
  • Pennsylvania
  • Esq
  • Scottsdale
  • Healdsburg
  • Osh Kosh
  • Arizona
  • Ohio
  • Wisconsin
  • Newport Blvd.
  • Costa Mesa
  • S. Harbor Blvd.
  • Santa Ana
  • Anaheim
  • Phoenix
  • AZ

Money:

  • $ 30,000
  • $ 40,000
  • $ 6,000,000
  • $ 10,000
  • $ 25,000
  • $ 100,000
  • $ 1,000
  • $ 50,000
  • $ 2,160,000*
  • $ 6,750,000*

Person:

  • VIII
  • Klehr
  • Harrison
  • Brian J. Sisko
  • Larry M. Senderhauf 7525 Gainey E. Ranch
  • John M. Kelly
  • Magnusen
  • Donald F. Gayhardt
  • Fred T. Kampo , Jr.
  • E. RICK SAFFORD s E. Rick Safford
  • W. Broadway

Percent:

  • 20 % percent
  • 10 %