Exhibit 10.23

Change of Control Agreement        March 7, 2011

JOHN PATRICK O'SHAUGHNESSY
135 NORTH CHURCH STREET
SPARTANBURG, SC 29306

Dear Patrick:

Advance
America, Cash Advance Centers, Inc., a Delaware corporation (the "Company"), considers it essential to the best interests
of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the "Board") recognizes
that the uncertainty and questions that might arise among management in the context of any possible Change of Control (as defined below) of the Company could result in the departure or distraction of
management personnel to the detriment of the Company and its stockholders.

In
order to reinforce and encourage your continued attention and dedication to your assigned duties without distraction in the face of potentially disturbing circumstances arising from
any possible Change of Control, the Company has determined to enter into this letter agreement (the "Agreement"), which addresses the terms and
conditions of your separation from the Company in connection with or within two (2) years following a Change of Control (the "Change of Control
Period"). Capitalized words that are not otherwise defined herein shall have the meanings assigned to those words in Section 11 hereof.

1.Operation of Agreement.The provisions of this Agreement pertaining to the terms and conditions of your
separation from the Company in connection with a Change in Control (collectively, the "Severance Provisions") shall apply only if a Change of Control
occurs during the Effective Period. If a Change of Control occurs during the Effective Period, the Severance Provisions become effective on the date of the Change of Control (the
"Change of Control Date"). Notwithstanding the foregoing, if (a) a Change of Control occurs during the Effective Period; and (b) your
employment with the Company is terminated during the Effective Period, but within twelve (12) months prior to the date on which the Change of Control occurs; and (c) it is reasonably
demonstrated by you that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise
arose in connection with or in anticipation of a Change of Control, then the "Change of Control Date" shall mean the date immediately prior to the date
of such termination of employment. This Agreement will remain in effect until the later of (x) the last day of the Effective Period; or (y) if a Change of Control occurs during the
Effective Period, the date on which all benefits due to you under this Agreement, if any, have been paid.

2.Termination of Employment by Reason of Death or Disability.Your employment shall terminate automatically if
you die during the Change of Control Period. If the Company determines in good faith that you incurred a Disability during the Change of Control Period, it may give you written notice, in accordance
with Section 5 hereof, of its intention to terminate your employment. In such event, your employment with the Company shall terminate effective on the thirtieth (30) calendar day after
your receipt of such notice if you have not returned to full-time duties within thirty (30) calendar days after such receipt. If your employment is terminated for death or
Disability during the Change of Control Period, this Agreement shall terminate without further obligations on the part of the Company other than the obligation to pay to you or your representative, as
applicable, the following amounts:



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3.Termination for Cause; Resignation Other Than for Good Reason.If your employment is terminated for Cause or
you resign for other than Good Reason during the Change of Control Period, your employment will terminate on the Date of Termination in accordance with Section 5 hereof and this Agreement shall
terminate without further obligations on the part of the Company other than the obligation to pay to you the following:



4.Termination as a Result of an Involuntary Termination.In the event that your employment with the Company
should terminate during the Change of Control Period as a result of an Involuntary Termination, the Company will be obligated, except as provided in Section 8 or Section 9 hereof, to
provide you the following benefits:



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5.Date and Notice of Termination.Any termination of your employment by the Company or by you during the Change
of Control Period shall be communicated by a notice of termination to the other party hereto (the "Notice of Termination"). The Notice of Termination
shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated. The date of your termination of employment with the Company (the "Date of Termination") shall be determined
as follows: (i) if your employment is terminated for Disability, thirty (30) calendar days after a Notice of Termination is received by you (provided that you shall not have returned to
the full-time performance of your duties during such thirty (30) calendar day period), (ii) if your employment is terminated by the Company in an Involuntary Termination, the
later of the date specified in the Notice of Termination or five (5) calendar days after the date the Notice of Termination is received by you, (iii) if you terminate your employment for
Good Reason, five (5) calendar days after the date the Notice of Termination is received by the Company, and (iv) if your employment is terminated by the Company for Cause, the later of
the date specified in the Notice of Termination or five (5) calendar days following the date such notice is received by you. The Date of Termination for a resignation of employment other than
for Good Reason shall be the date set forth in the applicable notice.

6.No Mitigation or Offset.You shall not be required to mitigate the amount of any payment provided for herein
by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by you as the result of employment by another
employer after the Date of Termination or otherwise.

7.Confidentiality.You agree to treat all Confidential Information as confidential information entrusted to you
solely for use as an employee of the Company, and shall not divulge, reveal or transmit any Confidential Information in any way to persons not employed by the Company at any time from the date hereof
until the end of time, whether or not you continue to be an employee of the Company, unless authorized in writing by the Company.

8.Code Section 409A.This Agreement is intended to comply with the provisions of Section 409A of
the Code and this Agreement should be interpreted accordingly; the parties intend that any payments hereunder that would otherwise be subject to Section 409A shall be made within the

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short-term
deferral period provided in the Treasury Regulations adopted pursuant to Section 409A. Without limiting any of the foregoing and notwithstanding anything to the contrary
contained herein, if you are a "specified employee," as defined in Section 409A of the Code, at the time you would otherwise be entitled to receive any specific payment hereunder, no
distributions shall be made with respect to that specific payment until the earliest date permitted by Section 409A(a)(2) of the Code. All other payments that do not result in any additional
payments, liability or penalties shall be made as specified.

9.Certain Reduction of Payments by the Company.



first,

any equity-based awards that would vest and become exercisable in full pursuant to Section 4(d) hereof and that would be out of the money as of the Date of Termination shall terminate;second,

cash severance payments pursuant to Section 4(a)(iii) hereof shall be reduced;third,

payment of the Pro Rata Bonus pursuant to Section 4(a)(ii) hereof shall be reduced if, and only to the extent, such payment is determined not to be reasonable compensation for personal services
actually rendered by you on or prior to the Date of Termination;fourth,

outplacement services pursuant to Section 4(c) hereof shall be forfeited;fifth,

the acceleration of equity based awards pursuant to Section 4(d) hereof shall be forfeited; andlastly,

benefit continuation pursuant to Section 4(b) hereof shall be forfeited.




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10.Successors; Binding Agreement.



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11.Definitions.For purposes of this Agreement, the following capitalized terms have the meanings set forth
below:



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12.Notice.For the purpose of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Board
of Directors, Advance America, Cash Advance Centers, Inc., 135 North Church, Spartanburg, South Carolina 29306, with a copy to the General Counsel of the Company, or to you at the address set
forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

13.Release.As a condition to receiving any payments or benefits pursuant to this Agreement by reason of your
death, Disability or Involuntary Termination, you (or in the case of your death, the executor of your estate) must execute a waiver and release of claims, including confidentiality and
non-disparagement covenants, substantially in the form approved by the Company prior to the Change of Control Date (as set forth on Exhibit Aattached hereto) (a "Waiver and
Release"), and such Waiver and Release must be
delivered to the Company no later than 60 days after the end of your taxable year in which occurs the later of (i) the Change of Control Date or (ii) the termination of your
employment with the Company.

14.Arbitration.Any dispute or controversy arising under or in connection with this Agreement that cannot be
mutually resolved by the parties hereto shall be settled exclusively by arbitration in Spartanburg, South Carolina under the employment arbitration rules of the American Arbitration Association before
one arbitrator of exemplary qualifications and stature, who shall be selected jointly by the Company and you, or, if the Company and you cannot agree on the selection of the arbitrator, such
arbitrator shall be selected by the American Arbitration Association. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The parties hereby agree that the arbitrator
shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this
Agreement. Costs and fees of the arbitration will be divided equitably by the arbitrator between both parties;provided,however, that
in the event that you prevail over the Company in connection with an arbitration arising out of the breach of this Agreement, the Company
shall be liable for all reasonable attorney's fees and expenses incurred in connection with any action for damages or the enforcement of any provision of this Agreement brought by you.

15.Miscellaneous.



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By
signing below, you acknowledge that this Agreement sets forth our agreement on the subject matter hereof. Kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.

Sincerely,ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.By:

/s/ W. Thomas NewellName:

W. THOMAS NEWELLTitle:

VICE PRESIDENTLEGAL AND REGULATORY


Agreed to as of this 7th day of March, 2011/s/ J. Patrick O'ShaughnessyJOHN PATRICK O'SHAUGHNESSY,PRESIDENT AND CHIEF EXECUTIVE OFFICER


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EXHIBIT A

WAIVER AND GENERAL RELEASE AGREEMENT

This Waiver and Release Agreement (this "Release") is entered into as of the date
indicated on the signature page of this Release by and between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the
"Company") and J. Patrick O'Shaughnessy ("Employee"). Employee has been employed by the Company,
and the parties are entering into this Release because the employment relationship is ending, without fault or wrongdoing on the part of either the Company or Employee, who agree as follows:

1.Release.(a) In exchange for the valuable consideration set forth in the Change of Control Agreement dated as
of March 7, 2011 (the "Letter Agreement"), between Employee and the Company, the receipt and adequacy of which are herein acknowledged, Employee
hereby agrees to release and forever discharge the Company and its present, former and future partners, shareholder, affiliates, direct and indirect parents, subsidiaries, successors, directors,
officers, employees, agents, attorneys, heirs and assigns (the "Released Parties"), from any and all claims, actions and causes of action (the
"Claims") arising out of (i) his employment relationship with and service as an employee of the Company and its affiliates, and the termination
of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, including, but not limited to any
Claims under the Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the
California Fair Employment and Housing Act; the California Workers' Compensation Act; the California Unruh and Ralph Civil Rights Laws; the California Alcohol and Drug Rehabilitation Law and any other
federal, state or local law, statute, regulation or ordinance, or law of any foreign jurisdiction, whether such Claim arises under statute or common law and whether or not Employee is presently aware
of the existence of such Claim. Employee also forever releases, discharges and waives any right he may have to recover in any proceeding brought by any federal, state or local agency against the
Released Parties to enforce any laws. To ensure that this Release is fully enforceable in accordance with its terms, Employee agrees to waive any and all rights to any Claims, whether or not he knows
or suspects them to exist in his favor, which if known to him would have materially affected his execution of this Release. Notwithstanding the foregoing, this Release does not apply to Employee's
rights, claims, or benefits under the Letter Agreement or to Employee's rights, if any, to payment of benefits pursuant to any employee benefit plan.



In addition, to ensure that this Release is fully enforceable in accordance with its terms, Employee hereby agrees to waive any protection that may exist under
any comparable or similar statute and under any principle of common law of the United States or any and all States.

EMPLOYEE UNDERSTANDS THAT, BY SIGNING THIS RELEASE, EMPLOYEE WILL HAVE WAIVED ANY RIGHT THAT HE MAY HAVE TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY
AND THE RELEASED PARTIES BASED ON ANY ACT OR OMISSIONS BY THEM UP TO THE DATE OF SIGNING THIS AGREEMENT.

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2.No Legal Claim.Employee has not commenced any legal action, which term includes, without limitation, any
demand for arbitration proceedings and any charge, complaint, filing or submission with any federal, state or local agency, court or other tribunal, to assert any Claim against a Released Party, and
covenants and agrees not to do so in the future with respect to the matters released herein. If Employee commences or joins any legal action against a Released Party, Employee agrees that such an
action is prohibited by this Release, and further agrees to promptly indemnify such Released Party for its reasonable costs and attorneys fees incurred in defending such action as well as forfeit or
return any monetary judgment obtained by Employee against any Released Party in such action. Nothing in this Paragraph 2 is intended to reflect any party's belief that Employee's waiver of
claims under the ADEA is invalid or unenforceable under this Release, it being the intent of the parties that such claims are waived.

3.Nondisparagement.Employee agrees to refrain, except as required by law or in connection with a judicial
proceeding, from making directly or indirectly, now or at any time in the future, any written or oral statements, representations or other communications that disparage or are otherwise damaging to
the business or reputation of the Released Parties.

4.Continuing Obligations.This Release shall not supersede any continuing obligations Employee may have under
the terms of the Letter Agreement or any other agreement between Employee and the Company.

5.Disclaimer.Employee hereby certifies that Employee has read the terms of this Release, that Employee has
been advised by the Company to consult with an attorney of Employee's own choice prior to executing this Release, that Employee has had an opportunity to do so, and that Employee understands the
provisions and consequences of this Release. Employee further certifies that the Company has not made any representation to Employee concerning this Release other than those contained herein.

6.Governing Law.This Release will be governed by and construed in accordance with the laws of the State of
South Carolina.

7.Separability of Clauses.If any provisions of this Release shall be finally determined to be invalid or
unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective
to the extent of such invalidity or unenforceability only, without in any way affecting the remaining provisions of this Release.

8.Counterparts.This Release may be executed by the parties hereto in counterparts, each of which shall be
deemed an original, but both such counterparts shall together constitute one and the same document.

9.Effectiveness.This Release shall be effective only when it has been executed by Employee and the executed
original has been returned to the Company, and any applicable revocation period has expired.

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IN
WITNESS WHEREOF, the Company has caused this Release to be signed by its duly authorized officer, and Employee has executed this Release as of the day and year indicated below
Employee's signature.

ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.By:Name:Title:


If Employee is 40 years of age or older as of the date of execution of this Release, Employee shall have the right to revoke this Release during the
seven-day period (the "Revocation Period") commencing immediately following the date he signs and delivers this Release to the Company. The
Revocation Period shall expire at 5:00 p.m. Eastern Time on the last day of the Revocation Period;provided,however, that
if such seventh day is not a business day, the Revocation Period shall extend to 5:00 p.m. on the next succeeding business day. In
the event Employee revokes this Release, all obligations of the Company under this Release shall terminate and be of no further force and effect as of the date of such revocation. No such revocation
by Employee shall be effective unless it is in writing and signed by him and received by the Company prior to the expiration of the Revocation Period at the following address: [INSERT
NAME, TITLE, ADDRESS, PHONE NUMBER, AND FAX NUMBER].

I
HAVE READ AND AGREE
TO THIS RELEASE:

Name:Date:


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