Services Agreement

This Services Agreement (this “ Agreement ”) is made and entered into as of May13, 2009 by and between FastCash International Ltd. ,   a corporation organized and existing under the laws of The British Virgin Islands (the “ Company ”), and Navigant Consulting Services, Ltd. , a corpo­ration organized and existing under the laws of The Commonwealth of Dominica (“ NCS ”).

WHEREAS, the Company is currently engaged in the payday loan business of advancing short term loans to borrowers secured by the pledge of the respective borrowers’ expected salary payment, and expects to expand its business to provide small business loans and other financial services (the “ Business ”); and

WHEREAS, NCS, through the services of its authorized agent, Michel D. Williams (the “ Executive ”), has expertise in managing and operating businesses similar to the Business; and

WHEREAS, the Company desires to engage NCS to manage and operate the Business specifically through services to be provided by the Executive to the Company through NCS and to perform other duties which may be assigned from time to time by the Board of Directors of the Company or its designee (the “ Board ”) in its/his discretion; and

WHEREAS, the parties desire to enter into this Agreement to be effective from and after the date hereof.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Engagement .

(a)            Agreement to Engage .  Upon the terms and subject to the conditions of this Agreement, the Company hereby engages NCS to provide the Services (as hereinafter defined) to the Company, and NCS hereby accepts such engagement by the Company.

(b)            Term of Engagement .  Subject to Section 7, the term of this Agreement shall commence as of the date hereof and end on the third anniversary of the date hereof.  Thereafter, the term of this Agreement shall automatically renew for successive one-year periods unless either party gives notice to the other at least 45 days prior to the end of the then-current term.  The period during which this Agreement is effective, including any renewal thereof shall be referred to as the “ Engagement Period .”

2.            Services .

(a)           During the Engagement Period, NCS shall provide to the Company the services outlined on Exhibit A hereto (the “ Services ”).  NCS shall report regularly to the Board.

(b)           In connection with the performance of the Services, the Executive is authorized to execute, on behalf of the Company, all agreements approved by the Board.

(c)           NCS agrees that the Executive shall provide the services hereunder to the Company on behalf of NCS and the Executive hereby agrees to act in such capacity in accordance with the terms hereof.  NCS shall cause the Executive to, and the Executive, shall diligently and conscientiously devote his business time and attention and best efforts in discharging his duties hereunder and to affiliates of the Company, as shall be determined by the Company (the “ Affiliates ”), pursuant to the terms of services agreements similar to this Agreement entered into with any Affiliate or pursuant to agreements entered into between the Company and one or more of such Affiliates.

3.            Compensation .

(a)            Annual Fee .  The Company shall pay NCS a base annual fee at the rate of EC$96,000 per annum (“ Annual Base Fee ”).  The Annual Base Fee will be subject to increase as from time to time determined by the Board in its sole discretion.  The Annual Base Fee shall be payable monthly and shall not be subject to any applicable withholding amounts.

(b)            Annual Bonus .  In addition to the Annual Base Fee, for each full year of the Engagement Period, NCS may receive an annual bonus in the discretion of the Board.  Any Bonus shall not be subject to any applicable withholdings.

4.            Benefits .  During the Engagement Period, the Company, together with the Affiliates which engage NCs to provide services similar to the services provided hereunder, shall provide NCs and the Executive with the following benefits:

(a)           Participation by the Executive in any group health plans, retirement plans, disability income insurance and term life insurance policies sponsored or arranged by the Company for its employees from time to time in accordance with the Company’s personnel benefits policies and to the extent allowed by such plans.  Nothing herein shall obligate the Company to continue any such benefit plan currently offered to employees or offered to employees in the future.

(b)           The Executive shall be allowed four (4) weeks per year of paid time off in accordance with the Company’s policies.

5.            Business Expenses .  The Company shall pay or reimburse NCS and the Executive for all reasonable out-of-pocket expenses incurred or paid by NCS or the Executive in the course of performing the Services upon presentation of expense statements or vouchers and such other information as the Company may reasonably require.  NCS and the Executive shall comply with such budget limitations and prior approval and reporting requirements with respect to expenses as the Company may establish from time to time.

6.            Termination of Engagement .  NCS’s engagement hereunder and any obligations of the Company to NCS or the Executive will be terminated in accordance with Sections 6(a) and 6(d), or may be terminated in accordance with Sections 6(b), (c), (e) and (f), as follows:

(a)           NCS’s engagement and any obligations of the Company to the Executive will be terminated upon the last day of the Engagement Period without a renewal.

(b)           The Company may terminate NCS’s engagement hereunder for Cause.  For purposes of this Agreement, the Company shall have “ Cause ” hereunder upon (i) the willful and continued failure by NCS or the Executive to substantially perform their respective duties hereunder, after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes such duties have not been substantially performed, which is not cured within 30 days after notice of such failure has been given to the Executive by the Company, or (ii) the willful engaging by NCS or the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including conduct that constitutes competitive activity pursuant to Section 9 hereof).  For purposes of this paragraph, no act, or failure to act, on NCS’s or the Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best interest of the Company.

(c)           NCS may, without incurring liability or forfeiting any compensation or benefit provided hereunder, terminate this Agreement for Good Reason.  For purposes of this Agreement, “ Good Reason ” shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within 30 days after written notice of such noncompliance has been given by the Executive to the Company.

(d)           NCS’s engagement and any obligations of the Company to the Executive will terminate upon the death of the Executive.

(e)           The Company may terminate NCS’s engagement and any obligations of the Company to the Executive if the Executive is Permanently Disabled (as here­after defined).  For purposes of this Agreement, the term “ Permanently Disabled ” or “ Permanent Disability ” shall mean (i) becoming permanently disabled as provided in any permanent disability income policy provided by the Company under th