Exhibit 10.1
  ONTARIO  SUPERIOR COURT OF JUSTICE
  
   
  Class Proceedings Act, 1992
 AGREEMENT
made as of June 5, 2009




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TABLE OF CONTENTS
 SECTION 1RECITALS
    
    
    2SECTION 2DEFINITIONS
    
    
    3SECTION 3REQUIRED EVENTS AND COOPERATION
    
    
    11SECTION 4NOTICE TO THE SETTLEMENT CLASS
    
    
    14SECTION 5MONEY MARTS SETTLEMENT OBLIGATIONS
    
    
    15a) Debt Release
    
    
    15b) Transaction Credits
    
    
    15c) Unused Credits
    
    
    19d) The Settlement Amount
    
    
    19e) Interest on the Settlement Amount
    
    
    20f) Cash Credits
    
    
    20g) Class Proceedings Fund
    
    
    23h) Administration Expenses
    
    
    24SECTION 6SETTLEMENT ADMINISTRATION
    
    
    24a) The Referee
    
    
    25b) Class Counsel Representative
    
    
    26c) The Auditor
    
    
    26SECTION 7OPT-OUT RIGHTS
    
    
    28SECTION 8RELEASES AND JURISDICTION OF THE COURT
    
    
    29SECTION 9CLASS COUNSEL FEES
    
    
    30SECTION 10NO ADMISSIONS/NO USE
    
    
    30SECTION 11MISCELLANEOUS PROVISIONS
    
    
    31SECTION 12TERMINATION OF THE AGREEMENT
    
    
    34SECTION 13REPRESENTATIONS AND WARRANTIES
    
    
    35SECTION 14GUARANTEE BY DOLLAR FINANCIAL
    
    
    36




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2  SECTION 1RECITALS
  Criminal Code of
Canada




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3    SECTION 2DEFINITIONS
  (a)
    
    Actionmeans the action in the Ontario Superior Court of Justice bearing Court
File No. CV-08-363659-00CP;(b)
    
    Agreementmeans this agreement, including all Schedules attached hereto;(c)
    
    Anniversary Date(s)means the date twelve months after the Settlement Date and
the corresponding dates at the end of each twelve month period thereafter, and includes
the Expiration Date;(d)
    
    Approval Hearingmeans the hearing to be conducted by the Court in connection
with the motion for the Approval Order;




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4 (e)
    
    Approval Hearing Datemeans February 22, 2010;(f)
    
    Approval Ordermeans the order made by the Court in connection with the motion
for approval of the Settlement, such order to be substantially in the form of Schedule
F;(g)
    
    Auditormeans Grant Thornton LLP;(h)
    
    Cash Creditmeans cash, if any, payable to individual Credit Class Members as
calculated in accordance with the Agreement;(i)
    
    Cash Credits Databasemeans an electronic database containing at least the
following data with respect to each Credit Class Member:
 (i)
    
    his or her pro rata share of the Cash Credits;(ii)
    
    the amount of the Cash Credit allocated;(iii)
    
    the date he or she contacted Money Mart in respect of the Cash Credit;(iv)
    
    the address provided; and(v)
    
    the date the Cash Credit was paid;
 (j)
    
    Cash Reserve Fundmeans a fund comprising 1% of the amount of any Cash Credits;(k)
    
    Certificatemeans a paper certificate with a control number and/or bar code
evidencing a $5 Transaction Credit;




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5 (l)
    
    Cheque Cashing Feesmean the amount of the percentage fee and the fixed fee for
each Eligible Fast Cash Advance Transaction;(m)
    
    Class Counselmeans the law firms of Sutts, Strosberg LLP, Heenan Blaikie LLP,
Paliare Roland Rosenberg Rothstein LLP and Koskie Minsky LLP;(n)
    
    Class Counsel Feesmean the fees, disbursements, costs, interest, GST and other
applicable taxes (including any future provincial or harmonized sales tax) or charges
approved by the Court, but does not include the fees, disbursements and expenses of the
Class Counsel Representative;(o)
    
    Class Counsel Representativemeans Patricia A. Speight or such other lawyer,
appointed by the Court;(p)
    
    Classmeans all persons who, in the period August 19, 1997 to September 9,
2007, entered into a payday loan and/or fast cash advance in Ontario with Money Mart or
a Former Franchisee or a Current Franchisee which was repaid using a first party
personal cheque delivered at the time the loan was obtained provided such cheque was
honoured by the bank, excluding persons who opted out on or before March 9, 2008;(q)
    
    Class Membermeans a member of the Class;(r)
    
    Common Issuesmeans the common issues listed in Schedule G;(s)
    
    Courtmeans the Ontario Superior Court of Justice;(t)
    
    Credit Class Membermeans a Settlement Class Member with no Default
Transactions;(u)
    
    Current Franchiseesmean 2073518 Ontario Inc., 577509 Saskatchewan Ltd.,
Kilduff Investments Limited and 2042772 Ontario Inc.;




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6 (v)
    
    Debt Releasemeans the release by or on behalf of Money Mart, the Former
Franchisees and the Current Franchisees of 100% of the amounts the Indebted Class
Members owe on account of the Default Transactions;(w)
    
    Debt Release Databasemeans an electronic database containing at least the
following data with respect to each Indebted Class Member:
 (i)
    
    a list of all Default Transactions including the date of the
default and the amount owing;(ii)
    
    the total outstanding amount owed and payable in respect of all
Default Transactions; and(iii)
    
    the date that notice of the Debt Release was provided;
 (x)
    
    Default Transactionmeans a transaction of any kind engaged in by a Settlement
Class Member up to and including April 30, 2009 with Money Mart, the Former Franchisees
and/or the Current Franchisees which resulted in a default by that Settlement Class
Member in respect of which there is still an amount owing by the Settlement Class
Member on December 31, 2009;(y)
    
    Defendantsmean National Money Mart Company (Money Mart) and Dollar Financial
Group, Inc (Dollar Financial);(z)
    
    Eligible Fast Cash Advance Transactionmeans a Fast Cash Advance which was
repaid using a first party personal cheque delivered at the time the Fast Cash Advance
was obtained provided such cheque was honoured by the bank;(aa)
    
    Eligible Servicesmean all existing Money Mart products or services as of the
date hereof including payday loans, cheque cashing, income tax preparation and debit
cards, but excluding wire transfers, foreign exchange, and money order purchases;(bb)
    
    Expiration Datemeans that date that is four years after the Settlement Date;




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7 (cc)
    
    Fast Cash Advancemeans a payday loan or a fast cash advance obtained in
Ontario from Money Mart or the Former Franchisees or the Current Franchisees during the
Settlement Period;(dd)
    
    First Noticemeans the form of notice approved by the Court substantially in
the form of Schedule B;(ee)
    
    First Notice Ordermeans the order made by the Court approving the First Notice
and the Notice Plan, such order to be substantially in the form of Schedule E;(ff)
    
    Former Franchiseesmean 722906 Ontario Limited, Canadian Capital Corporation,
Jenica Holdings Limited, 764815 Ontario Inc., 931669 Ontario Limited and 1556911
Ontario Limited;(gg)
    
    Indebted Class Membermeans a Settlement Class Member with at least one Default
Transaction;(hh)
    
    Money Marts Counselmeans McCarthy Tétrault LLP Attention: John P. Brown, P.O.
Box 48, Suite 5300 Toronto Dominion Bank Tower, Toronto, Ontario, Canada, M5K 1E6;(ii)
    
    Money Mart Storemeans a store operated by Money Mart or any of its Current
Franchisees, anywhere in Canada, except in the Province of Quebec;(jj)
    
    New Classmeans all Money Mart customers who in the period September 10, 2007
to the last day of the Settlement Period engaged in their first payday loan and/or fast
cash advance in Ontario with Money Mart or a Former Franchisee or a Current Franchisee
which was repaid using a first party personal cheque delivered at the time the loan was
obtained provided such cheque was honoured by the bank;




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8 (kk)
    
    New Class Membermeans a member of the New Class;(ll)
    
    Notice Planmeans the plan for disseminating the First Notice and the Second
Notice as approved by the Court, such plan to be substantially in accordance with
Schedule A;(mm)
    
    Opt-Out Periodmeans the period commencing on the Settlement Date and ending 60
days thereafter;(nn)
    
    Partiesmean the Plaintiffs and the Defendants;(oo)
    
    Plaintiffsmean Kenneth Smith and Ronald Oriet;(pp)
    
    Refereemeans Reva Devins;(qq)
    
    Released Personsmean the Defendants, Former Franchisees, Current Franchisees
and their respective predecessors, successors, parents, subsidiaries, affiliates,
assigns, officers, directors, employees, attorneys, agents and representatives;(rr)
    
    Request for Exclusionmeans a properly completed and executed written request
to be excluded from and to opt out of the Action substantially in the form of Schedule
D;(ss)
    
    Second Noticemeans the form of notice approved by the Court substantially in
the form of Schedule C;(tt)
    
    Set-Offmeans the total amount owed by the Indebted Class Members as at
December 31, 2009;(uu)
    
    Settled Claimsmean any claim, liability, right, demand, suit, matter,
obligation, damage, loss or cost, action or cause of action of every nature and
description, in law or in equity, that the Settlement Class Members have, had or may
have up to




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9 and including the date of the Approval Order, including assigned claims, whether
known or unknown, accrued or which may hereafter accrue, asserted or unasserted,
latent or patent, that is, has been or could have been asserted by the Settlement
Class Members in the Action against any of the Released Persons arising from or in
any way related to the Common Issues and/or the facts and allegations asserted in
the Action. Without limiting the generality of the foregoing, Settled Claims shall
include any claims for a breach or violation of s. 347 of the Criminal Code, for an
injunction, for damages for conspiracy, punitive damages, interest and costs, and
any claims for a breach or violation of any federal or provincial statute, case
law, common law, other law, equity, regulation or ordinance; any claims for breach
of any duty imposed by law, by contract, or otherwise; any claims based on
negligence, reliance, breach of express or implied warranty, conspiracy, deceptive
or unconscionable acts or practices, breach of statutory duty, consumer fraud,
negligent misrepresentation/omission, reckless misrepresentation/omission or
intentional misrepresentation/omission; and any claims for penalties, arising from
or in any way related to the Common Issues and/or the facts and allegations asserted
in the Action. Excepted always from this definition are any claims arising out of
the Approval Order and the Agreement and the failure of the Defendants to comply
with their obligations particularized in the Approval Order and the Agreement;(vv)
    
    Settlementmeans the settlement described in the Agreement;(ww)
    
    Settlement Amountmeans the total amount of $27.5 million;(xx)
    
    Settlement Classmeans all Class Members and New Class Members excluding
persons who opt out;(yy)
    
    Settlement Class Membermeans a member of the Settlement Class;




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10 (zz)
    
    Settlement Datemeans the date on which the Approval Order becomes a final
order or 30 days after the date of the Approval Order if an appeal is taken from the
Approval Order relating only to Class Counsel Fees;(aaa)
    
    Settlement Obligationsmean collectively the obligations described in Section
5 of the Agreement;(bbb)
    
    Settlement Periodmeans the period from August 19, 1997 to December 31, 2009:(ccc)
    
    Summary Settlement Agreementmeans the written agreement made by the Parties
on June 5, 2009;(ddd)
    
    Termination Noticemeans the form of notice, if any, approved by the Court if
the Agreement is terminated;(eee)
    
    Transaction Creditsmeans credits with a value of $30 million plus any further
credits contemplated by Section 5.8 ;(fff)
    
    Transaction Credits Databasemeans an electronic database containing at least
the following data with respect to each Credit Class Member:
 (i)
    
    a list of all Eligible Fast Cash Advance Transactions including
the date of each and the Cheque Cashing Fees paid in respect of each;(ii)
    
    the total Cheque Cashing Fees for all his or her Eligible Fast
Cash Advance Transactions;(iii)
    
    his or her pro rata share of Transaction Credits;(iv)
    
    the amount of the Transaction Credits allocated to him or her;(v)
    
    the date he or she contacted Money Mart in respect of the
Transaction Credits;(vi)
    
    the address provided;(vii)
    
    the date(s) the Transaction Credits were used or transferred;(viii)
    
    the amount(s) of the Transaction Credits used or transferred;




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11 (ix)
    
    the recipient of any transferred Transaction Credits; and(x)
    
    the remaining balance of Transaction Credits from time to time;
 (ggg)
    
    Transaction Reserve Fundmeans a fund comprising 1% of the Transaction
Credits;(hhh)
    
    Trialmeans the trial of the common issues which commenced on April 27, 2009
before Justice Spies;(iii)
    
    Unused Creditsmeans Transaction Credits with a total value of $30 million
minus the value of the Transaction Credits used up to the Expiration Date; and(jjj)
    
    Unused Credits Databasemeans an electronic database containing at least the
following:
 (i)
    
    the Unused Credits, if any, on the Expiration Date; and(ii)
    
    the balance of the Unused Credits on a day-to-day basis after
the Expiration Date.
 SECTION 3REQUIRED EVENTS AND COOPERATION
  (a)
    
    approving the form and content of the First Notice and the Notice Plan; and(b)
    
    approving a schedule for the delivery of objectors materials to Money Marts
Counsel and its report to the Court.




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12 (a)
    
    amend the existing certification order in the Action to extend the class period
and add the New Class Members;(b)
    
    approve the distributions set out in the Agreement;(c)
    
    reserve the Courts continuing exclusive jurisdiction over the Parties and the
Settlement Class Members to administer, supervise, construe and enforce the Agreement
and Approval Order in accordance with their terms;(d)
    
    authorize the Parties and the persons appointed by the Court to bring such
motions to the Court in the Action for directions as may be required;(e)
    
    declare that the Defendants and/or Released Persons have released the Indebted
Class Members for any claims relating to the Default Transactions;(f)
    
    declare that the Settlement Class Members have released the Released Persons
for any claims relating to the Settled Claims;(g)
    
    dismiss the claims for an injunction and punitive damages;(h)
    
    state that save as aforesaid the Action is dismissed without costs; and(i)
    
    be substantially in the form of Schedule F.




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13 (a)
    
    records in the electronic transaction history database relating to Eligible
Fast Cash Advance transactions during the Settlement Period;(b)
    
    a subfile of the records described in subparagraph (a) for the Credit Class
Members including, if possible, an allocation of the Transaction Credits, being the
Transaction Credits Database;(c)
    
    a further subfile of the records described in subparagraph (a), being the Debt
Release Database; and(d)
    
    the customer ID tables for all persons listed in (a), (b) and (c) above,
   (a)
    
    the entitlement of each Settlement Class Member to either Debt Release or
Transaction Credits;(b)
    
    the total amount of the Set-Off;(c)
    
    the total Cheque Cashing Fees paid by all Credit Class Members for all their
Eligible Fast Cash Advance Transactions;(d)
    
    each Credit Class Members pro rata share of the Transaction Credits;(e)
    
    the amount of the Transaction Credits allocated to each Credit Class Member;
and(f)
    
    a summary of the information referred to in subparagraphs (a) to (e) and to
create discs containing the original data for the purposes of the Approval Hearing.




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14 
   (a)
    
    each Credit Class Members pro rata share of the Cash Credits; and(b)
    
    the amount of the Cash Credit allocated to each Credit Class Member; and
   SECTION 4NOTICE TO THE SETTLEMENT CLASS




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15 SECTION 5MONEY MARTS SETTLEMENT OBLIGATIONS
  a) Debt Release
   b) Transaction Credits
   (a)
    
    they will only be available in $5 increments;(b)
    
    they will be usable in all Money Mart Stores;




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16 (c)
    
    a single (1) Transaction Credit ($5) may be applied against the purchase of any
Eligible Service per transaction, except that in the case of income tax preparation
services a maximum of five (5) Transaction Credits ($25) may be applied per
transaction;(d)
    
    they will be fully transferable; and(e)
    
    they will expire on the Expiration Date.
    (a)
    
    a Credit Class Members pro rata share of the Transaction Credits will be the
total of that persons Cheque Cashing Fees for Eligible Fast Cash Advance Transactions
to the total Cheque Cashing Fees paid by all Credit Class Members for all their
Eligible Fast Cash Advance Transactions multiplied by $29.7 million (99% of $30
million);(b)
    
    each Credit Class Member whose pro rata share of Transaction Credits is $25 or
less will be allocated $25 in Transaction Credits, that is, five $5 Transaction
Credits; and(c)
    
    each Credit Class Member whose pro rata share of Transaction Credits is more
than $25 will be allocated Transaction Credits in an amount rounded up or down to the
nearest $5.




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17 
   (a)
    
    calling a toll-free number established and maintained by Money Mart;(b)
    
    accessing a secure internet website created and maintained by Money Mart; or(c)
    
    attending at any Money Mart Store; and,




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18 (a)
    
    calling a toll-free number established and maintained by Money Mart and
providing such information as is required to have Certificates mailed to him or her;(b)
    
    accessing a secure internet website created and maintained by Money Mart and
providing such information as is required to print Certificates from the website; or(c)
    
    attending at any Money Mart Store and providing such information as is required
to obtain Certificates at the Money Mart Store.
   (a)
    
    transfer some or all of his or her Transaction Credits electronically in Money
Marts computer records to a named transferee by calling the toll-free number, or by
accessing the secure internet website, or by attending at any Money Mart Store and, in
each case, providing such information as is required to permit Money Mart to effect the
transfer in its records; or(b)
    
    transfer a Certificate by affixing his or her signature thereon and delivering
the signed Certificate to a transferee.




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19 c) Unused Credits
   d) The Settlement Amount
   (a)
    
    $2.5 million immediately after the Settlement Date;(b)
    
    $10 million on July 15, 2010; and(c)
    
    $7.5 million on July 15, 2011.




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20 e) Interest on the Settlement Amount
 Courts of Justice Act
 cy près
 (a)
    
    to contribute to or to create the Access to Justice Fund, the capital and
income of which shall be used in the discretion of the Trustees of the Law Foundation
for the purpose of making grants in support of access to justice in Ontario; and(b)
    
    the Access to Justice Fund is not to form part of the Class Proceedings Fund
established pursuant to s. 59.1 of the Law Society Actand is not to be paid to Legal
Aid Ontario but is to be administered pursuant to sections 56(1), (1.1) and (2) of the
Law Society Actand subject thereto in such manner as the Trustees of the Law
Foundation consider appropriate.
 f) Cash Credits




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21     (a)
    
    a Credit Class Members pro rata share of the Cash Credits will be the total of
each Credit Class Members Cheque Cashing Fees for Eligible Fast Cash Advance
Transactions to the total Cheque Cashing Fees paid by all Credit Class Members for all
their Eligible Fast Cash Advance Transactions multiplied by 89% of the amount of cash
to be distributed among the Credit Class Members;(b)
    
    a Credit Class Member will not be allocated a Cash Credit if his or her pro
rata share of Cash Credits does not equal or exceed $10;(c)
    
    each pro rata share of Cash Credits which exceeds $10 will be rounded up or
down to the nearest dollar;(d)
    
    Credit Class Members will not be paid interest on their pro rata share of the
Cash Credits; and(e)
    
    any portion of the Cash Credits remaining after the allocation in accordance
with this Section will be allocated to the Cash Reserve Fund.




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22 (a)
    
    calling a toll-free number established and maintained by Money Mart;(b)
    
    accessing a secure internet website created and maintained by Money Mart; or(c)
    
    attending at any Money Mart Store; and,
     (a)
    
    if the Cash Credit is $200 or less:
 (i)
    
    by attending at any Money Mart Store, presenting appropriate
government issued photo identification establishing identity and requesting
payment of the Cash Credit. Money Mart may require the Credit Class Member to
sign a receipt or some other evidence of payment before paying the Cash Credit
in cash; or(ii)
    
    by calling a toll-free number established and maintained by
Money Mart and providing such information as is required to have Money Mart
mail a cheque in the amount of the Cash Credit to him or her. If this
alternative




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23 is exercised, Money Mart will cash the cheque at any Money Mart Store
without charge; or
 (b)
    
    if the Cash Credit is more than $200, by calling a toll-free number established
and maintained by Money Mart and providing such information as is required to have
Money Mart mail a cheque in the amount of the Cash Credit to him or her. If this
alternative is exercised, Money Mart will cash the cheque at any Money Mart Store
without charge.
  cy près
 g) Class Proceedings Fund
  (a)
    
    10% of all Transaction Credits that are used in each annual period until the
Expiration Date; and(b)
    
    10% of the Unused Credits used in accordance with Section 5.19 during each
annual period thereafter.




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24 h) Administration Expenses
   (a)
    
    Money Mart will pay such costs of the persons appointed pursuant to the
provisions of the Agreement in an amount ordered by the Court; and(b)
    
    Money Mart will be responsible for all of its costs of implementing the
Settlement and undertaking the Settlement administration.
 SECTION 6SETTLEMENT ADMINISTRATION




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25        a) The Referee




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26    b) Class Counsel Representative
   c) The Auditor




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27  (a)
    
    six months after the Settlement Date, a report on the steps Money Mart has
taken to comply with its obligations with respect to Debt Release and the Debt Release
Database under Sections 5.2 and 5.5;(b)
    
    on each Anniversary Date up to and including the Expiration Date a report
calculating the amount of Transaction Credits that have not been used;(c)
    
    on each Anniversary Date after July 15, 2011 up to and including the Expiration
Date a report calculating the amount of Cash Credits that have not been paid to the
Credit Class Members, the accrued interest thereon and the balance in the Cash Reserve
Fund;(d)
    
    on each Anniversary Date until the conclusion of the Settlement administration,
a report calculating the payments to the Class Proceedings Fund contemplated by the
Agreement;(e)
    
    on the Expiration Date and on each Anniversary Date thereafter until the
conclusion of the Settlement Administration a report calculating the amount of the
Unused Credits; and(f)
    
    on the Expiration Date and at the conclusion of the Settlement administration,
a report on Money Marts compliance with its obligations with respect to:
 (i)
    
    accrued interest and the payments to the Law Foundation under
Sections 5.23, 5.25 and 5.37;(ii)
    
    Transaction Credits and Unused Credits; and(iii)
    
    payment of Cash Credits.




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28 
   SECTION 7OPT-OUT RIGHTS
     (a)
    
    not be bound by any orders or judgments entered in the Action except the
Approval Order;(b)
    
    not be entitled to relief under the Agreement; and(c)
    
    not gain any rights by virtue of the Agreement.




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29 
   SECTION 8RELEASES AND JURISDICTION OF THE COURT




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30   SECTION 9CLASS COUNSEL FEES
   SECTION 10NO ADMISSIONS/NO USE




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31   SECTION 11MISCELLANEOUS PROVISIONS
  .




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32    (a)
    
    if to Money Mart: McCarthy Tétrault LLP Attention: John P. Brown, P.O. Box 48,
Suite 5300 Toronto Dominion Bank Tower, Toronto, ON M5K 1E6, with a copy to the General
Counsel of National Money Mart Company, 401 Garbally Road, Victoria, BC V8T 5M3;(b)
    
    if to Dollar Financial: Osler, Hoskin & Harcourt LLP, Attention Mahmud Jamal ,
Box 50, 1 First Canadian Place, Toronto, ON M5X 1B8 with a copy to the General Counsel
of Dollar Financial, 1436 Lancaster Ave, Suite 300, Berwyn, PA 19312;(c)
    
    if to Plaintiffs or the Settlement Class: Sutts, Strosberg LLP, Suite 600, 251
Goyeau St., P.O. Box 670, Stn. A Windsor, Windsor ON N9A 6V2; Heenan Blaikie, 333 Bay
Street, Suite 2900, PO Box 2900, Toronto, ON M5H 2T4; Paliare Roland, 250 University
Avenue, Suite 501, Toronto, ON M5H 3E5; and Koskie Minsky LLP, Suite 900, Box 52, 20
Queen Street West, Toronto ON M5H 3R3;(d)
    
    if to the Class Counsel Representative: Patricia A. Speight, Sutts, Strosberg
LLP, Suite 600, 251 Goyeau St., P.O. Box 670, Stn. A Windsor, Windsor ON N9A 6V2;




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33 (e)
    
    if to the Referee: Reva Devins, Reva Devins Dispute Resolutions, 298 Heath
Street East, Toronto, Ont, M4T 1T4;(f)
    
    if to the Auditor: Grant Thornton LLP. Suite 1600, Grant Thornton Place, 333
Seymour Street, Vancouver, B. C. V6B 0A4(g)
    
    if to other recipients: as the Court may specify.
  (a)
    
    SCHEDULE A  Notice Plan(b)
    
    SCHEDULE B  First Notice (of Hearing to Approve Settlement)(c)
    
    SCHEDULE C  Second Notice (of Final Approval of Settlement)(d)
    
    SCHEDULE D  Request for Exclusion (Opt-Out) Form(e)
    
    SCHEDULE E  First Notice Order (Form of Order)(f)
    
    SCHEDULE F  Approval Order (Form of Order)(g)
    
    SCHEDULE G  Common Issues(h)
    
    SCHEDULE H  Disputes to the Referee




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34  SECTION 12TERMINATION OF THE AGREEMENT
  (a)
    
    the Approval Order is not made by the Court in a form substantially similar to
Schedule F; or(b)
    
    the Approval Order is reversed on appeal and the reversal becomes final.
  (a)
    
    the Plaintiffs and the Defendants shall be restored to their respective
positions as of the entry of the June 5, 2009 order;(b)
    
    the definition of Class will be as set out in the certification order of
Justice Hoy dated January 5, 2007 as amended by the order of April 20, 2007;(c)
    
    the Trial will continue;(d)
    
    subject to Section 12.3, the Agreement will have no further force and effect
and no effect on the rights of the Plaintiffs or the Defendants;(e)
    
    all statutes of limitation applicable to the New Class Members and/or repose
for all claims asserted in such cases shall be deemed to have been tolled in the period
June 5, 2009 to the date of termination of the Agreement;




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35 (f)
    
    any amounts paid or owing by Money Mart for disseminating the First Notice and
the Termination Notice, if any, and to Money Marts Counsel for receiving the
objectors materials and reporting to the Court will be paid by Money Mart and are
nonrecoverable from the Plaintiffs, Settlement Class Members or Class Counsel;(g)
    
    there shall be no further requirement to satisfy the Settlement Obligations;(h)
    
    the Defendants will be given credit for the amount of $7.5 million which was
paid to Sutts Strosberg, in trust, on June 5, 2009 against any orders of costs in the
Action; and(i)
    
    the Agreement shall not be introduced into evidence or otherwise referred to in
any litigation against the Defendants.
  SECTION 13REPRESENTATIONS AND WARRANTIES
  (a)
    
    they have all requisite corporate power and authority to execute, deliver and
perform the Agreement and to consummate the transaction contemplated hereby on their
own behalf and on behalf of the Former Franchisees;(b)
    
    the execution, delivery, and performance of the Agreement and the consummation
of the Action contemplated herein have been duly authorized by all necessary corporate
action on their part;




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36 (c)
    
    the Agreement has been duly and validly executed and delivered by them and
constitutes their legal, valid, and binding obligations;(d)
    
    they agree to use their best efforts to cause all conditions precedent to the
Settlement Date to occur;(e)
    
    they have the right and power to provide to the Indebted Class Members the Debt
Release on behalf of the Former Franchisees; and(f)
    
    they have the right and power to require Current Franchisees to comply with the
terms of the Agreement.
  (a)
    
    they will not pursue further litigation concerning Settled Claims, except as
expressly provided in the Agreement; and(b)
    
    they will use their best efforts to cause all conditions precedent to the
Settlement Date to be satisfied.
 SECTION 14GUARANTEE BY DOLLAR FINANCIAL




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37   /s/ Kenneth SmithKENNETH SMITH as Estate Trustee of the Last Will and
Testament of Margaret Smith, deceased
    
    
    
    November 6, 2009/s/ Ronald OrietRONALD ORIET
    
    
    
    November 6, 2009SUTTS, STROSBERG LLP
    
    
    
    November 6, 2009FOR CLASS COUNSELPer:
    
    /s/ Harvey T. StrosbergHarvey T. Strosberg, Q.C.NATIONAL MONEY MART COMPANY
    
    
    
    November 6, 2009Per:
    
    /s/ Roy Hibberd

Roy W. Hibberd, CFEDOLLAR FINANCIAL GROUP, INC.
    
    
    
    November 6, 2009Per:
    
    /s/ Randy Underwood

Randy Underwood




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SMITH et al.
    
    v. NATIONAL MONEY MART COMPANY et al.Plaintiffs
    
    Defendants
  ONTARIO  SUPERIOR COURT OF JUSTICE
  
 AGREEMENT