Exhibit
10.13


 


 


Proposal
for Banking Services


 


To


 


National
Money Mart Company


 


 


Bank
of Montreal


 


Personal
and Commercial Financial Services


 


Victoria,
BC


 


February 2001


 


 





 

















 


National
Money Mart Company


 


Table of Contents


 


	
  Cash Management Services

  
	
   

  	
   

  	
   

  
	
  •

  	
  Bank Accounts

  	
   

  
	
  •

  	
  FirstBank Cash Concentrator Service

  	
   

  
	
  •

  	
  Deposit Processing

  	
   

  
	
  •

  	
  Returned Items/Chargeback Monitoring

  	
   

  
	
  •

  	
  Currency and Coin Orders

  	
   

  
	
  •

  	
  DirectLine

  	
   

  
	
  •

  	
  Direct Electronic Funds Transfer Service

  	
   

  
	
  •

  	
  Wire Payments Service

  	
   

  
	
  •

  	
  Cheque Clearing Facility

  	
   

  
	
  •

  	
  Account Reconciliation Service

  	
   

  
	
   

  
	
  Deposit Interest Arrangements

  
	
   

  
	
  •

  	
  Canadian Dollar Accounts

  	
   

  
	
  •

  	
  US Dollar Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Pricing

  	
   

  
	
   

  	
   

  
	
  Telephone Verification Service

  	
   

  
	
   

  	
   

  
	
  Collections

  	
   

  
	
   

  	
   

  
	
  Loan Facilities

  	
   

  
	
   

  	
   

  	
   

  
	
  •

  	
  Operating Facilities

  	
   

  
	
  •

  	
  Account Offset Service

  	
   

  
	
   

  	
   

  	
   

  
	
  Merchant Services

  	
   

  
	
   

  	
   

  
	
  •

  	
  Debit Card Processing

  	
   

  
	
   

  	
   

  
	
  MasterCard Corporate Card

  	
   

  
	
   

  	
   

  
	
  Key Contacts

  	
   

  
	
   

  	
   

  
	
  Attachments

  	
   

  



 

















 


Cash Management
Services


 


Bank Accounts


 


We will continue to maintain 13 bank accounts for Money Mart and will
provide additional accounts as needed.


 


However, we believe that there are several advantages and timesavings
available by implementing a single account for store deposits, cash parcels and
chargebacks.  For example, the need for
inter-account transfers would be eliminated affording the company the
opportunity to use this time for more productive endeavors.  In addition, as funds are concentrated in
one account, the necessity to closely monitor several accounts to ensure
adequate funds for cash parcels would be not be required.


 


However, we recognize such a structure is not feasible at this time, as
it will breach internal reconciliation procedures and controls.  Nevertheless we are receptive to working
with you to identify opportunities that will make a single account feasible.


 


 


The following accounts are currently in use:


 


Corporate Chequing Account:  Corporate Office Canadian cheque
disbursements and deposits


 


Corporate US Dollar Account:  Corporate Office US Dollar cheque
disbursements and deposits


 


Store Operating Accounts:  Store deposits – Canadian cheques, cash
parcels and returned items


 


Store US Dollar Accounts:  Store deposits – US cheques, cash parcels
and returned items


 


US Cash Collateral Account


 


1

















 


FirstBank
Cash Concentrator Service (FCCS)


 


FCCS is an electronic funds transfer service, which allows your
deposits to be pooled to a central concentration account from any of our
branches or processing centres in Canada. 
The objective of FCCS is to immediately consolidate daily deposits when
received by the Bank, so they can be easily monitored or used quickly and
profitably.


 


FCCS is particularly suited to multi-outlet locations, for the timely
concentration of deposits.  A unique
outlet number is assigned to each deposit location.  This number is included on deposit slips presented to the
Bank.  In addition, a 25 alphanumeric
character field may be optionally completed on deposit slips in order to
provide additional deposit information. 
This information is subsequently reproduced on daily and monthly
reports.  Each deposit location is
identified on both the detailed daily and monthly summary reports.  Deposits may also be grouped and reported by
division number, sorted by outlet number. 
This feature could be used as an effective means of identifying and
reconciling daily deposits by region. 
Divisional information is also reproduced on the reports.


 


This service is currently being used by Money Mart.  There are no changes proposed for this
service however there has been a change in the format of the deposit
forms.  The Bank now requires that the
number of items deposited be entered on the deposit slip.  We are aware that there will be a supply of
forms on hand and propose that the newly designed forms be phased in over a one
year period as existing stock dwindles. 
We will provide copies of the format of the newly designed forms in due
course.


 


Deposit
Processing


 


In locations where the Bank, through Symcor Services Inc, operates
processing centres, evening delivery of deposits has been arranged.  Deposits are generally accepted up to 7:00
p.m., 8:00 p.m. in some locations, for same day value.


 


Regional Deposit Processing is not offered in areas where there are no
processing centres.  However, similar to
the arrangements in place in Ottawa, it is conceivable that deposits in other
multi-store locations, such as Edmonton, could be handled in the same way,
providing that the processing centres can easily identify your deposits.  The latest time for drop off would be
approximately 4:00 p.m. in these areas, depending upon our courier pickup
time.  If appropriate delivery times
cannot be arranged, our branches can continue to process your deposits for same
day value providing they are received by 3:00 p.m.


 


As Money Mart negotiates and subsequently deposits third party cheques
to its account, the Bank requires an indemnity in this regard.  Please refer to attachment I, appended to
this proposal, for the document.


 


2

















 


Returned
Item/Chargeback Monitoring


 


Details of returned items clearing the store operating accounts will
continue to be provided electronically via the FCCS facility.  The information is provided each morning,
through our Electronic Customer Access window, in report format as well as in
file format, which can be downloaded into your internal system.  We recommend using this option rather than
the reports provided via DirectLine, as occasionally due to a timing issue, the
information provided via DirectLine may not appear to be accurate.  We will however, continue to provide the
information via DirectLine as long as Money Mart deems it to be of value.


 


Unfortunately information relating to US dollar returned items is not
available in this format, however we have arranged for the store number to be
recorded in the explanation field, making the reconciliation process somewhat
easier.


 


Bank Statements


 


Our service centre in Vancouver will prepare and dispatch bank
statements at whatever frequency that you require.  Statements are available on a daily, weekly, semi-monthly or
monthly basis and can be cut-off to coincide with your accounting cycles.  Statements can either be mailed or are
available for pickup at our Saanich at Oak Branch.


 


Audit Confirmations


 


Bank confirmations and special cut-off statements for external auditors
will be provided as required.


 


3

















 


Currency
and Coin Orders


 


We understand and appreciate your objective in eliminating the
overnight vaulting of cash. 
Unfortunately due to distances it is unlikely that we can improve the
present situation in Ottawa or Edmonton as currency is shipped from Montreal
and Calgary Currency Centres respectively.


 


However, in concert with your armored car carrier, Bank of Montreal is
committed to assisting you in achieving your objective of reducing vaulted cash
to the greatest degree possible.  We
will continue to work closely with our colleagues in the various Currency
Centres and well as with your armored car carrier.


 


We are pleased to advise that Vancouver Currency Centre will make your
cash parcels available between 5:00 a.m. and 5:30 a.m. daily.  Cash parcels will be prepared from night
deposits however based upon historical information there will not be adequate
50 and 100 dollar denominations deposited with Currency Centre to meet Money
Mart’s needs.  These denominations must
therefore be withdrawn from the Bank of Canada reserves the day before the cash
parcel is delivered.  While there will be
no additional labour costs etc relating to the earlier release of cash parcels,
there is a cost associated with the withdrawal from the Bank of Canada.  The costs are calculated at 6.00% of the
face value of the amount withdrawn.  A
random three-month average of the 50 and 100 denominations ordered indicates
that the monthly costs would be approximately $1500.00.  This figure is of course dependent upon the
amount withdrawn.  These costs will be
debited from Money Mart’s account monthly by Currency Centre.  Any change in the schedule would of
course need to be coordinated with Brinks.


 


An earlier pickup time can also be arranged in Winnipeg.  Currently cash parcels are picked up at 3:00
p.m. and delivered the following day. 
Currency Centre in Winnipeg can make parcels available at 9:30 a.m.
providing that your armoured car service can accommodate this earlier time
frame.  Further investigation of Money
Mart’s needs in this market will need to be undertaken to ensure that there
would be adequate larger denominations available.  It may be necessary to withdraw 50 and 100 denominations from the
Bank of Canada in Winnipeg as well. 
Similar to the situation in Vancouver, it is possible that there could
be some costs relating to this activity. 
Again a change of this nature would need to be coordinated with your
armoured car service.


 


Should Money Mart decide to proceed with these earlier pick-up times,
we would appreciate receiving some notice in order to make the necessary
schedule changes.


 


Documentation Required


 


An updated cash parcel indemnity can be found in attachment II.


 


4

















 


DirectLine for Windows


 


DirectLine electronic cash management and information service connects
you via your desktop computer directly to your Bank of Montreal accounts and
other business products and services.  From
a single menu on your PC, you can access account balances, initiate transfers
and disburse or collect payments. 
DirectLine is completely menu driven and features a built in Help system
to permit users to access banking information with virtually no additional
operating instructions.


 


National Money Mart Company has utilized a number of the services
available through DirectLine for several years.  Since you are very familiar with these services details have not
been provided.  We will of course advise
you whenever new products or features that may be of benefit to the company are
introduced.


 


The services currently utilized by Money Mart are as follows:


 


•                  Real
Time Banking - provides access to up-to-the-second account information,
instantaneous transfers and stop payments


 


•                  Automated
Access - eliminates repetitive inquiries


 


•                  Transfers
between accounts – including preferred customer status for transfers
between Canadian and US dollar accounts


 


•                  Direct
Electronic Funds Transfer Service - electronic payments


 


•                  Market
Information - access to various foreign currency rates


 


•                  FirstBank
Cash Concentrator Service Reporting – provides details of deposits and
returned items


 


•                  Electronic
Customer Access - provides secure electronic transmission access when dialing
in for FCCS details


 


5

















 


Cash Management
Services


 


Direct
Electronic Funds Transfer Service (DEFT)


 


Direct Electronic Funds
Transfer Service is an electronic funds transfer system, which enables clients
to submit batches of payment transactions electronically to the Bank for
processing and is widely used by many businesses and organizations for
collection and or disbursement of funds. 
The Bank delivers these payments, on your behalf, to it’s own deposit
accounts, Indirect Clearers, such as trust companies, for whom it acts as agent
or other Direct Clearers (financial institutions) through the automated
transfer service between banks.


 


The DEFT service operates
within the rules stipulated by the Canadian Payments Association (CPA).  You may view these rules by accessing the
CPA’s website at www.cdnpay.ca.


 


The DEFT service receives
payments from our clients via electronic file transmission or DEFT for Windows
through our DirectLine service.


 


Money Mart currently utilizes
the Deft for Windows option.  The DEFT
for Windows option has been designed using familiar Windows navigation
features, enabling you to easily create, maintain and transmit electronic
payment instructions.  With this option,
payment records are maintained on the Bank’s host system rather than your
own.  An attractive feature of this
service is the fixed frequency option for payments that are fixed and recurring
in nature.  This eliminates the
necessity to release a file to the Bank unless there are any additions,
deletions or changes.  For payment files
that are not fixed or recurring in nature, files must be updated prior to any
file release.  With payments that are
not fixed or recurring, clients, such as Money Mart, with the technical knowledge
and computer capabilities, have the option of creating their own payment files
for transmission to the Bank.  Using
this method, files can be downloaded from your internal operating system and
transmitted without additional updating.


 


Should Money Mart wish to
change the method of transmitting files at any time, we will be pleased to make
the necessary arrangements.


 


 


6

















 


Wire Payment
Service


 


Incoming Wires


 


Direct Credit Incoming Wire
Payment Service (DCIWPS) is available to our customers who regularly receive
incoming Canadian and US dollar wire payments from financial institutions
worldwide.  Subscribers to the service
receive wire payments directly from our International Payments Service Centre
(IPSC).


 


The major benefit of this
service is faster turn-around time as the branch network is bypassed,
eliminating multiple manual processing. 
Incoming wire payments are credited directly by IPSC and full payment
details are provided by fax at the time of payment.


 


Our current turn around time
for incoming US dollar wires is better than industry average due to our Harris
Bank presence in the USA.  However we
believe that DCIWPS will further improve our turnaround time.  In addition, the time spent tracing these
wires and the inconvenience of numerous investigative telephone calls would be
diminished and possibly eliminated.  The
service could also be used for incoming wires from other companies such as
Travelex.


 


Specific
routing instructions including transit and account numbers must be provided to
the financial institution wiring the funds.


 


Routing instructions and the
documentation required to implement this service can be found in
attachment # III.


 


We are pleased to offer this
service at a cost of $10.00 per incoming wire. 
The costs are debited from your account monthly and a statement is
provided.


 


Outgoing Wires


 


We are pleased to offer a
discounted cost of $30.00 per transaction for this service.


 


Bank of Montreal also offers
the ability to electronically submit wire payment instructions in Canadian and
U.S. dollars through our ESQwire Wire Payments Service.  ESQwire provides a WindowsTM-based facility
that allows you to create and initiate wire payments from your desktop without
the need to provide instructions to the Bank.


 


We will be pleased to provide
additional details about this service if it is of interest to Money Mart.  Please be aware however that there is
settlement risk attached to this service that would necessitate additional
funds remaining in the Cash Collateral account.


 


 


7

















 


Cheque
Clearing Facility (CCF)


 


Bank of Montreal’s Cheque
Clearing Facility offers a convenient, cost-effective way to remit funds to the
United States.


 


CCF enables you to issue US
dollar cheques that can be readily negotiated by US banks.  This means that your suppliers/payees will
have no difficulty in negotiating your cheques.  Since the US and Canadian clearing systems are not compatible, US
Banks frequently require that US cheques drawn on Canadian banks be sent on a
collection basis.


 


The special cheques that are
printed for this arrangement may be used only when remitting funds to payees in
the United States.  If US dollar cheques
are to be issued to payees in Canada, a separate account is required.


 


The required cheque
specifications for this service can be found in attachment # IV.


 


We would be pleased to provide
further details if you feel that this service will be of benefit to Money Mart.


 


 


8

















 


Account
Reconciliation Service


 


To assist in the reconciliation
of your Bank statements and cancelled cheques, the Bank provides automated
computerized Account Reconciliation Plans as follows:


 


Partial
Reconciliation: Partial reconciliation is available
with the following output options.


 


Plan 1 - Paid
cheque listing (on paper) with sorted cheques


 


This plan provides a
computerized Reconciliation Report, which can coincide with your accounting
cycle.  The Report lists paid cheques in
serial number order, showing serial number, dollar amount and paid date.  An option is also available to identify
outstanding cheques under which you would supply the serial number range of
cheques issued.  Under this plan, paid
cheques are sorted in serial number order and returned in convenient storage
boxes.


 


Plan 2 - As
Plan 1 but with data output via Electronic Customer Access (ECA):


 


In addition to the Plan 1
features, paid cheque data is forwarded by direct electronic transmission.


 


Full Reconciliation:
Plan 3 - Matching of paid cheques to customer-supplied issue date


 


This plan is designed for
companies that require a complete account reconciliation package.  The customer supplies the Bank with issue
data on magnetic tape or by electronic transmission.  The customer receives a hard copy printout, which lists all
cheques issued and paid, in serial number order.  The printout shows serial number, dollar amount, paid date, issue
date and provides totals of cheques paid and outstanding.  All paid cheques are sorted in serial number
order and returned to the customer in convenient storage boxes.


 


Plan 4 -
Simple Cheque Sort: Paid cheques, drawn on Canadian
dollar accounts, are sorted in serial number order and returned in convenient
storage boxes.


 


Pricing for this service ranges
between $40.00 and $75.00 per month depending on the degree of detail required
and if the data is delivered electronically or in hardcopy.  We can include in the contract fee if utilized.


 


 


9

















 


Deposit Interest
Arrangements


 


Canadian
Dollar Accounts


 


Canadian Dollar Current
Accounts will be paid interest by way of the Bank of Montreal Treasury Facility
according to the following criteria:


 


Rate:  
Prime commercial lending rate minus 2.50%


 


“Prime Rate” is a floating annual rate of interest established from
time to time by Bank of Montreal as the base rate it will use to determine
rates of interest on Canadian dollar loans to customers in Canada and
designated as Prime Rate.


 


Calculated:  
On average daily closing balances. (Calculated
on all Canadian dollar balances)


 


Payable:  
Monthly, on the last working day. (Credited
to individual accounts or to one or more designated accounts, at your option)


 


Core Balance Requirement:   $100,000.00 in consolidated average balances. (Balances of all Canadian dollar accounts taken into
consideration)


 


Deposit Cap:  
$10,000,000.00 (Total of all Canadian
Dollar Accounts)


 


Documentation:   A notice agreement is required in order to qualify for the
treasury facility.  The agreement form
can be found in attachment # V.


 


 


US Dollar
Accounts


 


US Treasury Accounts


 


Rate:  
US dollars base rate minus 4.50%


 


Calculated:  
On daily closing collected balances.


 


Payable:  
Monthly, on the last working day.


 


Core Balance Requirement:   $50,000.00 in consolidated average
balances.


 


Deposit Cap:  
$5,000,000.00


 


Documentation:   A notice agreement is required in order to qualify for the
treasury facility.  The agreement form
can be found in attachment # V.


 


 


10

















 


Pricing of Services


 


We are pleased to offer
National Money Mart Company, a contract price for the services detailed on
page # 12 following.  All
services indicated will be covered by the contract price and therefore will not
be subject to volume driven activity fees. 
The contract price offered is a fixed monthly fee of $68,750.00.  This fee was calculated on the basis of account
activity on Money Mart’s accounts, as noted below and covers the Corporate
Accounts and all outlets, 152 in number, that were in operation as of January
31st, 2001.


 


	
  Component

  	
   

  	
  Actual
  Volume

  	
   

  	
  Cost Per
  Item

  	
   

  	
  Total Cost

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deposits

  	
   

  	
  4509

  	
   

  	
  1.8405

  	
   

  	
  8298.81

  
	
  US Deposits

  	
   

  	
  1709

  	
   

  	
  2.76

  	
   

  	
  4716.84

  
	
  Items on Dep

  	
   

  	
  360000

  	
   

  	
  .09

  	
   

  	
  32400.00

  
	
  US Currency Dep

  (excluding float, calculated at 6% for 2
  days)

  	
   

  	
  $ 908000

  	
   

  	
  .59/1000

  	
   

  	
  535.72

  
	
  Cheques Issued

  	
   

  	
  608

  	
   

  	
  .1320

  	
   

  	
  80.26

  
	
  Chargebacks

  	
   

  	
  7266

  	
   

  	
  1.608

  	
   

  	
  11683.73

  
	
  Statements

  	
   

  	
  12

  	
   

  	
  4.67

  	
   

  	
  56.04

  
	
  EFT Debit/Credit

  	
   

  	
  583

  	
   

  	
  .06

  	
   

  	
  34.98

  
	
  Credit/Debit Memos

  	
   

  	
  906

  	
   

  	
  1.05

  	
   

  	
  951.30

  
	
  Coin Ordered (rolls)

  	
   

  	
  54300

  	
   

  	
  .04

  	
   

  	
  2172.00

  
	
  Currency (bundles)

  	
   

  	
  226518

  	
   

  	
  .022

  	
   

  	
  4983.40

  
	
  IVR Orders

  	
   

  	
  2123

  	
   

  	
  .45

  	
   

  	
  955.35

  
	
  Fax Orders

  	
   

  	
  148

  	
   

  	
  10.00

  	
   

  	
  1480.00

  
	
  Directline

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  400.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  68748.43

  



 


Cost for New
Outlets Added


 


For each new store
added/acquired, the fixed monthly fee will increase by $450.00.  We are pleased to offer the following
alternatives during the start up period:


 


•                    The first three months at no cost
or


•                    Six months at 50% discount or
$225.00 per month.


 


This pricing is based on the
premise that deposit processing will be handled by Symcor Services and cash
parcels will be prepared by one of our Currency Centres.


 


Stores opened in more remote
locations must be serviced by our branches where our costs are considerably
higher.  These branches typically
receive their cash supply only once a week and rarely have dedicated resources
for handling large commercial clients, such as Money Mart.  In order to defray costs in these remote
locations, an additional fee of $250.00 per month will apply, consistent with
existing arrangements.


 


 


11

















 


Pricing
Components


 


•                    Canadian and US dollar deposit
processing, via FirstBank Cash Concentrator Service, including electronic
reporting of information


•                    Cheques deposited


•                    Canadian Dollar mutilated currency
and large bills ($1000 denomination) deposited


•                    US Currency deposited, excluding
float on US cash deposits


•                    Chargebacks, including electronic
reporting of information


•                    Cheques issued


•                    Cheque Clearing Facility


•                    Banks statements


•                    Currency and Coin supplied


•                    Daily Fax advice of cash orders


•                    Credit and debit memos


•                    Stop payments


•                    Bank confirmations


•                    DirectLine - Real Time Banking
including Automated Access


•                    Direct Electronic Funds Transfer
Services


 


Terms and
Conditions


 


The foregoing pricing is
offered for a period of three years commencing April 1st, 2001.  The pricing will not change within this term
providing that volumes do not change by more than 25% for any significant
category.


 


We would also appreciate
receiving notification of any new services introduced that may have significant
impact on account volumes pursuant to existing Money Mart operations.  It is our understanding Money Mart is evaluating
a number of new business opportunities, the banking requirements for which may
be materially different from current operations.  We will be receptive to assessing the banking requirements for
any new services on a separate basis.


 


 


12

















 


Telephone
Verification Services


 


Calgary Telephone Service
Centre, now referred to as MBanx Direct, will continue to provide cheque
verifications for Money Mart.


 


At present, Money Mart outlets
contact MBanx Direct by telephone via a 1-800 number.  The operator receiving the call immediately verifies any cheques
drawn on Bank of Montreal.  For cheques
drawn on other Financial Institutions, the operator records the information and
faxes the request to an individual who is dedicated to providing this service
to Money Mart.  This individual contacts
the financial institution to verify funds etc, then contacts the appropriate
store with the information.  Frequently
a call to the store is required to verify the initial information provided as
account numbers or transit numbers are often incorrect or other pertinent
information is missing.  This of course
delays the service that Money Mart provides to their customers.


 


MBanx proposes that all cheque
verifications be faxed to the dedicated individual along with a copy of the
items being verified.  This will speed
up the service considerably as accurate information will be received at the
outset.  In addition many FI’s require a
copy of the item before they will provide verification.  This will afford a time saving to both Money
Mart and the Bank allowing us to keep our costs to the minimum and providing
Money Mart with the opportunity to improve service to customers.  Somewhat slower service would apply to items
drawn on Bank of Montreal, however this would affect only 10 to 12 cheques
daily.


 


The cost of the service would
remain at present levels as the 1-800 number would be diverted to fax machines
rather than to the operators.


 


We welcome the opportunity to
discuss this proposed change with you in further detail.  We feel that enhanced service will be
provided to Money Mart and as noted above this change will allow us to keep our
costs at existing levels.


 


 


13

















 


Collections


 


We believe that a dedicated
resource to handle collection items and lost recourse issues has proven to be a
worthwhile endeavor and recommend continuation of this arrangement.


 


The current structure will
remain in place and as previously agreed Money Mart provides compensation to
the Bank adequate to cover employee costs, which includes annual salary,
benefits and vacation relief.  There is
also a $2.50 per transaction fee, which covers out of pocket expenses such as
postage and envelopes.  Long distance
toll charges are in addition to these costs.


 


Currently the equivalent of 1.3
persons is utilized to complete the collection activities.  Experience shows an individual can handle
between 700-800 collection items per month. 
Volumes continue to climb and are nearing 2000 per month.  In order to ensure that adequate resources
are available to deal with items on a timely basis, we recommend and request
your approval to increase this complement to 2.0 full time equivalent persons.  We also propose a semi annual meeting to
review the situation.  It may be
necessary to increase manpower or revisit the types of items sent on a
collection basis.


 


 


14

















 


Loan Facilities


 


Bank of Montreal is pleased to
advise the following loan facilities have been authorized for National Money
Mart Company (hereafter referred to as the Borrower) on the terms and
conditions outlined below.


 


 


	
  Facility #1

  	
   

  	
  Authorized
  Overdraft Facility

  
	
   

  	
   

  	
   

  
	
  Amount

  	
   

  	
  $7,000,000.00.

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  For working
  capital and operating purposes and to provide cash parcels to the Borrower’s
  retail store outlets.

  
	
   

  	
   

  	
   

  
	
  Availability

  	
   

  	
  The
  authorized overdraft facility is subject to funds being assigned and on
  deposit in the Borrower’s US Dollar cash collateral account
  (account # 0012 4601 439); converted to a Canadian Dollar
  equivalent.

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate

  	
   

  	
  Bank of
  Montreal Prime Rate.

  
	
   

  	
   

  	
   

  
	
  Repayment

  	
   

  	
  Interest
  monthly.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facility #2

  	
   

  	
  Direct
  Electronic Funds Transfer (DEFT) Facility.

  
	
   

  	
   

  	
   

  
	
  Amount

  	
   

  	
  $600,000.00

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  For monthly
  direct payments to the Borrower’s landlords, bill payment services and
  electronic payment to Western Union for settlement of US Dollar money orders.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General
  Conditions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Advances
  under Facilities 1 and 3 are to be contained at all times within the US
  Dollar cash collateral account noted above, converted to a Canadian Dollar
  Equivalent.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facilities
  provided are due on demand, subject to annual review.

  



 


 


15

















 


	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower
  will advise the Bank of Montreal, in advance, of any change(s) in the
  Borrower’s share ownership.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower
  is not to become an endorser/guarantor for any obligations other than in the
  ordinary course of business.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Reporting
  Requirements

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In house
  financial statements of the Borrower, prepared in accordance with Generally
  Accepted Accounting Principles, are to be provided within 120 days of the
  Borrower’s fiscal year end.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security Now
  Held

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cash Parcel
  Indemnity Agreement dated September 2, 1997

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FirstBank
  Overdraft Lending Agreement dated August 31, 2000 in the amount of
  $15,000,000.00 (Note: To be replaced, refer Security to be obtained).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pledge of
  Fluctuating Cash Collateral dated September 2, 1997 over
  account #                       .

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Priority
  Agreement dated March 31, 2000 signed by Wells Fargo Bank National
  Association granting Bank of Montreal priority to all amounts on deposit in
  account number
                         and/or
  replacement accounts.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security to
  be Obtained

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FirstBank
  Overdraft Lending Agreement in the amount of $7,000,000.00 (Note: to replace
  existing FirstBank Lending Agreement in the amount of $15,000,000.00).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Update Cash
  Parcel Indemnity

  



 


 


16

















 


Offset
Arrangements


 


A legal statutory offset is the
process of offsetting the balance(s) in an overdraft position against deposit
account balances.  Multiple account
balances are reflected as a single net balance on Bank of Montreal’s
books.  The offset provides the Bank the
right to apply funds on deposit against an overdraft account.


 


The fees outlined in this
proposal take into consideration the significant deposit and loan balances
currently maintained.  Should Money Mart
decide to pursue an offset arrangement, loan balances will be eliminated and
deposit balances will decline significantly.


 


To compensate for the loss of
these balances, we propose a monthly fee of $5,000.00.  Our analysis indicates an offset will
generate net monthly savings to Money Mart of approximately $2,500.00 per month
after offset fees are considered.


 


The forgoing facility
recommendation is not a statement of intent or commitment on the part of Money
Mart or the Bank of Montreal.  The Bank
will be most receptive to proceeding to formal application to establish an
offset arrangement.  This application
will be subject to the Bank acquiring a first charge overall all Money Mart’s
accounts by Wells Fargo Bank National Association subordinating their interest
on these accounts and National Money Mart Company and Dollar Financial Group
providing the Bank a Statutory Offset Agreement.


 


 


17

















 


Merchant Services


 


Debit Card
Processing


 


Effective December 1st,
2000, Bank of Montreal and Royal Bank joined forces to form a new company,
Moneris Solutions, to handle all merchant credit, debit card and point of sales
processing requirements.  Moneris
combines the services, products and expertise of Bank of Montreal MasterCard
Merchant Services and Royal Bank Visa Merchant Services.


 


Moneris Solutions combines the
strength, security and stability of it’s two parent Banks, and brings an
innovative approach to providing electronic payment processing solutions to
businesses.  Moneris is the first
company of its kind in Canada to offer Visa, MasterCard and Interac service
through one source.


 


Arrangements for debit card
processing and any future credit card processing should be made through Moneris
Solutions.  The existing contract for
terminal rental and debit card fees remains in place.


 


Your contact at Moneris
Solutions is Carmen Pare’.  She can be
reached by telephone, fax or e-mail as follows:


 


Phone:    250-391-1022


 


Fax:         250-391-1016


 


E-mail     carmen.pare@mail2.moneris.com


 


 


18

















 


MasterCard Corporate
Card Program


 


Bank of Montreal MasterCard
Corporate Card Program can help manage business expenses more effectively.  It provides an integrated expense management
system to replace all the various methods that may currently be in use.  It helps your company stay in control and
may save you time and money.  It also
provides your employees with a convenient payment tool for authorized goods and
services.  The following two cards are
available under the program:


 


MasterCard Business Card


 


More than just a credit card,
BusinessCard is a better, simpler and smarter way to manage business
expenses.  With this card organizations
can better manage day-to-day business related expenses.  BusinessCard is also a convenient
bookkeeping instrument.  It allows for
separate recording of personal and business expenses and can simplify tax
preparation.


 


A $30.00 annual fee per card
applies to standard BusinessCard and a $40.00 annual fee per card for
BusinessCards with enhanced insurance features.


 


MasterCard Corporate Card


 


Bank of Montreal Corporate Card
is a revolutionary way to help companies and organizations manage the
purchasing process.  It streamlines
small dollar purchasing and lets you empower your employees to order goods and
services directly from suppliers.  Your
employees are provided with Corporate Cards with pre-set limits that you can
change when needed.  Processing,
tracking and reconciliation costs can be reduced and you no longer need to
manage and pay all of the directly billed invoices from vendors.  Reports, designed to your specifications, as
well as invoices can be forwarded to Money Mart’s office as well as any other
locations that you designate. 24-hour access to account activities is available
via the Internet.


 


A $30.00 annual fee per card
applies to those cards with a 7-day grace period and a $40.00 fee per card for
a 21-day grace period.


 


 


19

















 


Key Contacts


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Phone Fax

  
	
  D.R. (Dave)
  Cross

  	
   

  	
  Vice
  President

  	
   

  	
  405-2000 

  405-2028

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W.E.E.
  (Bill) Snell

  	
   

  	
  Senior
  Manager, 

  Commercial Banking

  	
   

  	
  405-2090

  405-2047

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frank Gallo

  	
   

  	
  Account
  Manager

  	
   

  	
  361-8447

  405-2047

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Claudia
  Lefebvre

  	
   

  	
  Customer
  Service Officer

  	
   

  	
  405-2072

  405-2047

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carol
  Lindsay

  	
   

  	
  Manager,
  Cash Management

  	
   

  	
  405-2037

  405-2047

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Darlene Fuhr

  	
   

  	
  Customer
  Service 

  Representative

  	
   

  	
  405-2029

  405-2047

  



 


 


20

















 


Attachments


 


	
  I

  	
   

  	
  Indemnity
  for Third Party Cheques

  
	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Cash Parcel
  Indemnity

  
	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Direct
  Credit Incoming Wire Payment Agreement and 

  Routing Instructions

  
	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Cheque
  Clearing Facility — Cheque Specifications

  
	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Treasury
  Account Agreements

  



 


 


21

















 


INDEMNITY FOR THIRD PARTY CHEQUES


 


TO:    BANK OF MONTREAL (including its
subsidiaries and affiliates, the “Bank”)


 


-----------------------------------
( the “Customer”), in consideration of the Bank agreeing to accept cheques
payable to third parties for deposit to Customer accounts held at the Bank (the
“Accounts”), and for other good and valuable consideration, the receipt and
sufficiency of which are hereby irrevocably acknowledged, hereby agrees as
follows:


 


1.                                      The Customer hereby
requests and authorizes the Bank to accept for deposit to the Accounts, cheques
and other instruments made payable to third parties.


 


2.                                      The Customer
agrees to obtain or provide, upon request by the Bank, any endorsements
requested by any person, including the payee, drawee or drawer of such a cheque
or other instrument or the Bank, on a timely basis.  Without limiting the foregoing, the Customer agrees to endorse
every instrument on its own behalf prior to deposit with the Bank.


 


3.                                      The Customer
agrees to indemnify and save the Bank harmless from and against, and the Bank
may debit any account(s) of the Customer with the Bank for, any and all losses,
costs, damages, actions, charges, complaints, consequences, demands, expenses,
and liabilities whatsoever which the Bank may incur, sustain or suffer,
directly or indirectly, as a result of the Bank accepting instruments payable
to parties other than the Customer, whether or not endorsed, and including all
legal costs and expenses on a solicitor and client basis incurred in connection
with any such claims or liabilities, and including, without limitation, any
claims in conversion and any claims relating to forged or fraudulent
instruments.  The Customer agrees to
indemnify the Bank, and authorizes the Bank to charge back any account(s) of
the Customer, including, but not limited to the Accounts, for the full amount
of any instruments returned to the Bank through the clearing or otherwise.  In the event that there are insufficient
funds in the Accounts or any other account(s) of the Customer to cover the
aforementioned amounts, the Customer shall pay the amount of any deficiency
upon demand by the Bank.


 


4.                                      The Customer
shall maintain such minimum cash balances in the Accounts as the Bank may from
time to time require.  The Customer
shall provide such further and other security in support of this Indemnity as
the Bank may from time to time require.


 


 

















 


5.                                      The Customer
confirms that the Bank is not obliged or required to monitor any requirements
or obligations to the payees of the cheques or other instruments deposited by
the Customer pursuant to any agreement as between the payees and the Customer;
and the Customer acknowledges that the Bank’s duty of care will be the degree
of skill and care that the Bank accords to all accounts and funds maintained
and held by it on behalf of its customers.


 


6.                                      All agreements in
place between the Customer and the Bank respecting the operation of the
Accounts shall continue to apply to their respective accounts.


 


7.                                      This indemnity
shall not be amended or cancelled except by written consent of the Bank.


 


8.                                      It is the express
wish of the parties that this Agreement and any related documents be drawn up
and executed in English.  Les parties
conviennent que la présente convention et tous les documents s’y rattachant
soient rédigés et signés en anglais.


 


Dated this   /   day of March   ,
2001.


 


 


	
   

  	
  National Money Mart Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Mike Hudson

  	
   

  
	
   

  	
   

  	
  Name:   MIKE HUDSON

  
	
   

  	
   

  	
  Title:   V.P FINANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Howard Pryde

  	
   

  
	
   

  	
   

  	
  Name:   HOWARD PRYDE

  
	
   

  	
   

  	
  Title:   CONTROLLER

  



 


 

















 


Bank of Montreal


1225 Douglas Street


Victoria BC


V8W 2E6


 


Cash Parcel Indemnity


 


 


The undersigned requests the
Bank of Montreal to release cash parcels to First Island Armoured Transport
Ltd., Brinks Canada Ltd. and/or Securicor Cash Services or any other company
advised by National Money Mart Company. 
The parcels will be accepted on a “said to contain basis” as per form
537BL, Cash Requisition Slip, recapping contents.


 


In consideration of the Bank of
Montreal acting upon these instructions, the undersigned indemnifies and agrees
to save harmless the Bank of Montreal from any and all claims, actions and
demands which may be made upon it by National Money Mart Company in respect to
any cash overages or shortages between the reported cash parcels and the actual
balance.


 


Notwithstanding the foregoing,
at the sole discretion of the Bank of Montreal, the Bank will honour reasonable
requests providing that notification is received within 5 days and that the
notification is accompanied by the appropriate documentation.


 


National Money Mart Company


 


 


	
  Per:

  	
  /s/ Mike Hudson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ Howard Pryde

  	
   

  



 


 

















 


Direct Credit Incoming Wire Payment Service


 


	
  Client Name:

  	
   

  	
  National
  Money Mart Company

  
	
   

  	
   

  	
   

  	
   

  
	
  Wire
  Payments Account ID’s

  	
   

  	
   

  	
  USD

  



 


Your Wire Payments Account
Identifier consists of 11-digits, 4-digit Branch transit number and 7-digit
account number.  Wire payment routing
instructions for directing your inbound wire payments to your account number ID
at Bank of Montreal are attached.


 


Process


 


As payment instructions are
received, the Bank’s Wire Payments system automatically looks for the 11-digit
Account Number Identifier quoted on the first line of the Beneficiary field of
the incoming wire payment message.


 


If there is a match for the
Beneficiary Account Number ID on the payment instructions and your account
number ID’s registered on our Wire Payments database, the system automatically
processes the financial entries directly to the Beneficiary account ID.  This is commonly known as fully qualified,
machine-readable, straight-through processing.


 


Our Direct Credit Incoming Wire
Payment Service can transmit an advice to your designated FAX number, if
applicable.  If you do not require an
advice of the payment details, the arrangements can be established to credit
the proceeds without generating an advice.


 


If the Account Number ID is
incomplete in the beneficiary field on the payment instructions, the
instructions are routed for the “Repair Queue” for our operators to correct, if
possible and proceed with the direct credit processing.


 


If the Account Number ID is not
quoted, incorrectly quoted or positioned elsewhere than the first line of the
beneficiary field, the payment proceeds are sent to the named branch of account
for manual processing, causing delays in the beneficiary’s receipt.


 


Once our Payments System can
read your Account Number Identifier for your designated recipient account, you
should see wire payment proceeds through-out the day on value date, up to our
final batch processing at 19:15 hours Eastern Time, which is after the Payment
Networks close in Canada and the USA.


 


 

















 


Treasury Account


Application and Agreement


 


To:          Bank of Montreal


                1225 Douglas Street


                Victoria BC


                V8W 2E6


 


From:      National Money Mart Company


                2940 Jutland Road Suite 201


                Victoria BC


                V8T 5K6


 


The undersigned hereby requests
the renewal of Treasury Accounts as attached and agrees to be bound by the
following terms and conditions:


 


1.                                      The Bank shall
pay interest on the daily closing account balances, calculated at the US Dollar
base rate for that day less 4.50% on all balances.


 


2.                                      Interest will be
calculated and paid monthly provided that the consolidated average monthly
balance for the month exceeds the core balance requirement of $50,000.00.


 


3.                                      The Bank shall
not be obligated to pay interest on daily account balances that are in excess
of $5,000,000.00 (US).


 


4.                                      Subject to
paragraph 7 herein, withdrawals may be made without interest penalty.  The Bank has the right to require twenty-four
(24) hours prior notice of withdrawal.


 


5.                                      Chequing
privileges are permitted.


 


6.                                      This agreement
may be terminated by the undersigned at any time upon twenty-four (24) hours
written notice to the Bank and may be terminated by the Bank at the end of the
twelve (12) month period after the date of the first deposit to the account
hereunder by the undersigned or at the end of any month thereafter by seven (7)
days prior written notice to the undersigned.


 


7.                                      The Bank reserves
the right to amend the interest rate to be paid as set out in paragraph 1 of
this agreement and shall provide prompt written notice of any such adjustments
to the undersigned as follows:


 


•                                           In the event
of any change in any law or regulation (whether or not having force of law) or
in the interpretations thereof by any competent government authority charges
with administration thereof


 


	
  Victoria BC

  	
  Dated  March 1, 2001.

  
	
   

  
	
   

  	
  National
  Money Mart Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Hudson

  
	
   

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard Pryde

  
	
   

  	
   

  	
  Authorized Signature

  
				



 


 

















 


US Dollar Treasury Account Numbers


 


              


 


              


 


              


 


              


 


              


 


              


 


              


 


 

















 


Treasury Account


Application and Agreement


 


 


	
  To:

  	
   

  	
  Bank of
  Montreal

  
	
   

  	
   

  	
  1225 Douglas
  Street

  
	
   

  	
   

  	
  Victoria BC

  
	
   

  	
   

  	
  V8W 2E6

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  National
  Money Mart Company

  
	
   

  	
   

  	
  2940 Jutland
  Road Suite 201

  
	
   

  	
   

  	
  Victoria BC

  
	
   

  	
   

  	
  V8T 5K6

  



 


 


The undersigned hereby requests
the renewal of Treasury Accounts as attached and agrees to be bound by the
following terms and conditions:


 


1.                                      The Bank shall
pay interest on the daily closing account balances, calculated at the Bank’s
prime rate for that day less 2.50% on all balances.


 


2.                                      Interest will be
calculated and paid monthly provided that the consolidated average monthly
balance for the month exceeds the core balance requirement of $100,000.00.


 


3.                                      The Bank shall
not be obligated to pay interest on daily account balances that are in excess
of $10,000,000.00 (Canadian).


 


4.                                      Subject to
paragraph 7 herein, withdrawals may be made without interest penalty.  The Bank has the right to require
twenty-four (24) hours prior notice of withdrawal.


 


5.                                      Chequing
privileges are permitted.


 


6.                                      This agreement
may be terminated by the undersigned at any time upon twenty-four (24) hours
written notice to the Bank and may be terminated by the Bank at the end of the
twelve (12) month period after the date of the first deposit to the account
hereunder by the undersigned or at the end of any month thereafter by seven (7)
days prior written notice to the undersigned.


 


7.                                      The Bank reserves
the right to amend the interest rate to be paid as set out in paragraph 1 of
this agreement and shall provide prompt written notice of any such adjustments
to the undersigned as follows:


 


•                                           In the event
of any change in any law or regulation (whether or not having force of law) or
in the interpretations thereof by any competent government authority charges
with administration thereof


 


	
  Victoria BC

  	
  Dated  March 1, 2001.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National
  Money Mart Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mike Hudson

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard Pryde

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signature